Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

The Stockholders and the Board of Directors of

The Williams Companies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of The Williams Companies, Inc. (the Company) as of December 31, 2018 and 2017, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and the financial statement schedule listed in the index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, based on our audits and the reports of other auditors, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2018 and 2017, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles.

We did not audit the financial statements of Gulfstream Natural Gas System, L.L.C. (Gulfstream), a limited liability corporation in which the Company has a 50 percent interest. In the consolidated financial statements, the Company’s investment in Gulfstream was $225 million and $244 million as of December 31, 2018 and 2017, respectively, and the Company’s equity earnings in the net income of Gulfstream were $75 million in 2018, $75 million in 2017 and $69 million in 2016. Gulfstream’s financial statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for Gulfstream, is based solely on the reports of the other auditors.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 21, 2019 expressed an unqualified opinion thereon.

Adoption of New Accounting Standards

As discussed in Note 1 and Note 2 to the consolidated financial statements, the Company changed its method for accounting for revenue in 2018.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 1962.

Tulsa, Oklahoma

February 21, 2019

Report of Independent Registered Public Accounting Firm

To the Management Committee and Members of Gulfstream Natural Gas System, L.L.C.:

Opinion on the Financial Statements

We have audited the balance sheets of Gulfstream Natural Gas System, L.L.C. (the “Company”) as of December 31, 2018 and 2017, and the related statements of operations, comprehensive income, cash flows, and members’ equity for the years then ended, including the related notes (collectively referred to as the “financial statements;” not presented herein). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 21, 2019

We have served as the Company’s auditor since 2018.

Report of Independent Registered Public Accounting Firm

To the Members of Gulfstream Natural Gas System, L.L.C.

We have audited the statement of operations, comprehensive income, cash flows, and members’ equity of Gulfstream Natural Gas System, L.L.C. (the "Company") for the period ended December 31, 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the results of operations of Gulfstream Natural Gas System, L.L.C. and its cash flows for the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Houston, Texas

February 22, 2017

The Williams Companies, Inc.

Consolidated Statement of Operations

Years Ended December 31,
201820172016
(Millions, except per-share amounts)
Revenues:
Service revenues$5,502$5,312$5,171
Service revenues - commodity consideration (Note 1)400——
Product sales2,7842,7192,328
Total revenues8,6868,0317,499
Costs and expenses:
Product costs2,7072,3001,725
Processing commodity expenses (Note 1)137——
Operating and maintenance expenses1,5071,5761,592
Depreciation and amortization expenses1,7251,7361,763
Selling, general, and administrative expenses569594722
Impairment of certain assets (Note 17)1,9151,248873
Gain on sale of certain assets (Note 3)(692)(1,095)—
Regulatory charges resulting from Tax Reform (Note 1)(17)674—
Other (income) expense – net6771135
Total costs and expenses7,9187,1046,810
Operating income (loss)768927689
Equity earnings (losses)396434397
Impairment of equity-method investments (Note 17)(32)—(430)
Other investing income (loss) – net21928263
Interest incurred(1,160)(1,116)(1,217)
Interest capitalized483338
Other income (expense) – net92(25)85
Income (loss) before income taxes331535(375)
Provision (benefit) for income taxes138(1,974)(25)
Net income (loss)1932,509(350)
Less: Net income (loss) attributable to noncontrolling interests34833574
Net income (loss) attributable to The Williams Companies, Inc.(155)2,174(424)
Preferred stock dividends (Note 15)1——
Net income (loss) available to common stockholders$(156)$2,174$(424)
Basic earnings (loss) per common share:
Net income (loss)$(.16)$2.63$(.57)
Weighted-average shares (thousands)973,626826,177750,673
Diluted earnings (loss) per common share:
Net income (loss)$(.16)$2.62$(.57)
Weighted-average shares (thousands)973,626828,518750,673

See accompanying notes.

The Williams Companies, Inc.

Consolidated Statement of Comprehensive Income (Loss)

Years Ended December 31,
201820172016
(Millions)
Net income (loss)$193$2,509$(350)
Other comprehensive income (loss):
Cash flow hedging activities:
Net unrealized gain (loss) from derivative instruments, net of taxes of $1, $2, and ($1) in 2018, 2017, and 2016, respectively(7)(9)4
Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of ($1), ($1), and $1 in 2018, 2017, and 2016, respectively86(2)
Foreign currency translation activities:
Foreign currency translation adjustments, net of taxes of ($37) in 2016—150
Reclassification into earnings upon sale of foreign entities, net of taxes of ($36) in 2016——119
Pension and other postretirement benefits:
Amortization of prior service cost (credit) included in net periodic benefit cost (credit), net of taxes of $2 and $2 in 2017, and 2016, respectively—(3)(4)
Net actuarial gain (loss) arising during the year, net of taxes of $3, ($15), and $8 in 2018, 2017 and 2016, respectively(6)44(15)
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($11), ($37), and ($12) in 2018, 2017, and 2016, respectively (Note 10)356120
Other comprehensive income (loss)30100172
Comprehensive income (loss)2232,609(178)
Less: Comprehensive income (loss) attributable to noncontrolling interests346334143
Comprehensive income (loss) attributable to The Williams Companies, Inc.$(123)$2,275$(321)

See accompanying notes.

The Williams Companies, Inc.

Consolidated Balance Sheet

December 31,
20182017
(Millions, except per-share amounts)
ASSETS
Current assets:
Cash and cash equivalents$168$899
Trade accounts and other receivables (net of allowance of $9 at December 31, 2018 and $9 at December 31, 2017)992976
Inventories130113
Other current assets and deferred charges174191
Total current assets1,4642,179
Investments7,8216,552
Property, plant, and equipment – net27,50428,211
Intangible assets – net of accumulated amortization7,7678,791
Regulatory assets, deferred charges, and other746619
Total assets$45,302$46,352
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$662$978
Accrued liabilities1,1021,167
Long-term debt due within one year47501
Total current liabilities1,8112,646
Long-term debt22,36720,434
Deferred income tax liabilities1,5243,147
Regulatory liabilities, deferred income, and other3,6033,950
Contingent liabilities and commitments (Note 18)
Equity:
Stockholders’ equity:
Preferred stock (Note 15)35—
Common stock ($1 par value; 1,470 million shares authorized at December 31, 2018 and 960 million shares authorized at December 31, 2017; 1,245 million shares issued at December 31, 2018 and 861 million shares issued at December 31, 2017)1,245861
Capital in excess of par value24,69318,508
Retained deficit(10,002)(8,434)
Accumulated other comprehensive income (loss)(270)(238)
Treasury stock, at cost (35 million shares of common stock)(1,041)(1,041)
Total stockholders’ equity14,6609,656
Noncontrolling interests in consolidated subsidiaries1,3376,519
Total equity15,99716,175
Total liabilities and equity$45,302$46,352

See accompanying notes.

The Williams Companies, Inc.

Consolidated Statement of Changes in Equity

The Williams Companies, Inc. Stockholders
Preferred StockCommon StockCapital in Excess of Par ValueRetained DeficitAOCI*Treasury StockTotal Stockholders’ EquityNoncontrolling InterestsTotal Equity
(Millions)
Balance – December 31, 2015$—$784$14,807$(7,960)$(442)$(1,041)$6,148$10,077$16,225
Net income (loss)———(424)——(424)74(350)
Other comprehensive income (loss)————103—10369172
Cash dividends – common stock ($1.68 per share)———(1,261)——(1,261)—(1,261)
Dividends and distributions to noncontrolling interests———————(940)(940)
Stock-based compensation and related common stock issuances, net of tax—156———57—57
Sales of limited partner units of Williams Partners L.P.———————114114
Changes in ownership of consolidated subsidiaries, net——12———12(18)(6)
Contributions from noncontrolling interests———————2929
Other——12(4)——8(2)6
Net increase (decrease) in equity—180(1,689)103—(1,505)(674)(2,179)
Balance – December 31, 2016—78514,887(9,649)(339)(1,041)4,6439,40314,046
Net income (loss)———2,174——2,1743352,509
Other comprehensive income (loss)————101—101(1)100
Issuance of common stock (Note 15)—752,043———2,118—2,118
Cash dividends – common stock ($1.20 per share)———(992)——(992)—(992)
Dividends and distributions to noncontrolling interests———————(883)(883)
Stock-based compensation and related common stock issuances, net of tax—173———74—74
Adoption of new accounting standard——136——37—37
Sales of limited partner units of Williams Partners L.P.———————6161
Changes in ownership of consolidated subsidiaries, net——1,497———1,497(2,407)(910)
Contributions from noncontrolling interests———————1717
Other——7(3)——4(6)(2)
Net increase (decrease) in equity—763,6211,215101—5,013(2,884)2,129
Balance – December 31, 2017—86118,508(8,434)(238)(1,041)9,6566,51916,175
Adoption of new accounting standards (Note 1)———(23)(61)—(84)(37)(121)
Net income (loss)———(155)——(155)348193
Other comprehensive income (loss)————32—32(2)30
WPZ Merger (Note 1)—3826,112—(3)—6,491(4,629)1,862
Issuance of preferred stock (Note 15)35—————35—35
Cash dividends – common stock ($1.36 per share)———(1,386)——(1,386)—(1,386)
Dividends and distributions to noncontrolling interests———————(637)(637)
Stock-based compensation and related common stock issuances, net of tax—160———61—61
Sales of limited partner units of Williams Partners L.P.———————4646
Changes in ownership of consolidated subsidiaries, net——14———14(18)(4)
Contributions from noncontrolling interests———————1515
Deconsolidation of subsidiary (Note 4)———————(267)(267)
Other—1(1)(4)——(4)(1)(5)
Net increase (decrease) in equity353846,185(1,568)(32)—5,004(5,182)(178)
Balance – December 31, 2018$35$1,245$24,693$(10,002)$(270)$(1,041)$14,660$1,337$15,997
*Accumulated Other Comprehensive Income (Loss)

See accompanying notes.

The Williams Companies, Inc.

Consolidated Statement of Cash Flows

Years Ended December 31,
201820172016
(Millions)
OPERATING ACTIVITIES:
Net income (loss)$193$2,509$(350)
Adjustments to reconcile to net cash provided (used) by operating activities:
Depreciation and amortization1,7251,7361,763
Provision (benefit) for deferred income taxes220(2,012)(26)
Equity (earnings) losses(396)(434)(397)
Distributions from unconsolidated affiliates693784742
Net (gain) loss on disposition of equity-method investments—(269)(27)
Impairment of equity-method investments (Note 17)32—430
Gain on sale of certain assets (Note 3)(692)(1,095)—
Impairment of and net (gain) loss on sale of other assets and businesses (Note 17)1,9151,249918
Gain on deconsolidation of businesses (Note 6)(203)——
Amortization of stock-based awards557873
Regulatory charges resulting from Tax Reform (Note 1)(15)776—
Cash provided (used) by changes in current assets and liabilities:
Accounts and notes receivable(36)(88)82
Inventories(16)8(25)
Other current assets and deferred charges17(21)(4)
Accounts payable(93)11835
Accrued liabilities23(92)512
Other, including changes in noncurrent assets and liabilities(129)(158)429
Net cash provided (used) by operating activities3,2933,0894,155
FINANCING ACTIVITIES:
Proceeds from (payments of) commercial paper – net(2)(93)(409)
Proceeds from long-term debt3,9263,3336,528
Payments of long-term debt(3,204)(5,925)(7,091)
Proceeds from issuance of common stock152,1319
Proceeds from sale of limited partner units of consolidated partnership——114
Common dividends paid(1,386)(992)(1,261)
Dividends and distributions paid to noncontrolling interests(591)(822)(940)
Contributions from noncontrolling interests151729
Payments for debt issuance costs(26)(17)(9)
Contribution to Gulfstream for repayment of debt——(148)
Other – net(46)(92)(16)
Net cash provided (used) by financing activities(1,299)(2,460)(3,194)
INVESTING ACTIVITIES:
Property, plant, and equipment:
Capital expenditures (1)(3,256)(2,399)(2,051)
Dispositions – net(7)(41)30
Contributions in aid of construction411426218
Proceeds from sale of businesses, net of cash divested1,2962,0671,020
Proceeds from dispositions of equity-method investments—20034
Purchases of and contributions to equity-method investments(1,132)(132)(177)
Other – net(37)(21)35
Net cash provided (used) by investing activities(2,725)100(891)
Increase (decrease) in cash and cash equivalents(731)72970
Cash and cash equivalents at beginning of year899170100
Cash and cash equivalents at end of year$168$899$170
_________
(1) Increases to property, plant, and equipment$(3,021)$(2,662)$(1,912)
Changes in related accounts payable and accrued liabilities(235)263(139)
Capital expenditures$(3,256)$(2,399)$(2,051)

See accompanying notes.

The Williams Companies, Inc.
Notes to Consolidated Financial Statements

Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies

General

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.

WPZ Merger

On August 10, 2018, we completed our merger with Williams Partners L.P. (WPZ), our previously consolidated master limited partnership, pursuant to which we acquired all of the approximately 256 million publicly held outstanding common units of WPZ in exchange for 382 million shares of our common stock (WPZ Merger). Williams continued as the surviving entity. The WPZ Merger was accounted for as a noncash equity transaction resulting in increases to Common stock of $382 million, Capital in excess of par value of $6.112 billion, and Regulatory assets, deferred charges, and other of $33 million and decreases to Accumulated other comprehensive income (loss) (AOCI) of $3 million, Noncontrolling interests in consolidated subsidiaries of $4.629 billion, and Deferred income tax liabilities of $1.829 billion in the Consolidated Balance Sheet. Prior to the completion of the WPZ Merger and pursuant to its distribution reinvestment program, WPZ had issued common units to the public in 2018, 2017, and 2016 associated with reinvested distributions of $46 million, $61 million, and $10 million, respectively.

Financial Repositioning

In January 2017, we entered into agreements with WPZ, wherein we permanently waived the general partner’s incentive distribution rights and converted our 2 percent general partner interest in WPZ to a noneconomic interest in exchange for 289 million newly issued WPZ common units. Pursuant to this agreement, we also purchased approximately 277 thousand WPZ common units for $10 million. Additionally, we purchased approximately 59 million common units of WPZ at a price of $36.08586 per unit in a private placement transaction, funded with proceeds from our equity offering (see Note 15 – Stockholders' Equity). According to the terms of this agreement, concurrent with WPZ’s quarterly distributions in February 2017 and May 2017, we paid additional consideration totaling $56 million to WPZ for these units.

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. Prior to the WPZ Merger, we had one reportable segment, Williams Partners. Beginning in the third-quarter 2018, consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources, our operations are now presented within the following reportable segments: Northeast G&P, Atlantic-Gulf, and West. Prior period segment disclosures have been recast for the new segment presentation.

Northeast G&P is comprised of our midstream gathering and processing businesses in the Marcellus Shale region primarily in Pennsylvania, New York, and West Virginia and the Utica Shale region of eastern Ohio, as well as a 66 percent interest in Cardinal Gas Services, L.L.C. (Cardinal) (a consolidated entity), a 62 percent equity-method investment in Utica East Ohio Midstream, LLC (UEOM), a 69 percent equity-method investment in Laurel Mountain Midstream, LLC (Laurel Mountain), a 58 percent equity-method investment in Caiman Energy II, LLC (Caiman II), and Appalachia Midstream Services, LLC, which owns equity-method investments with an approximate average 66 percent interest in multiple gas gathering systems in the Marcellus Shale (Appalachia Midstream Investments).

Atlantic-Gulf is comprised of our interstate natural gas pipeline, Transcontinental Gas Pipe Line Company, LLC (Transco), and significant natural gas gathering and processing and crude oil production handling and transportation

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

assets in the Gulf Coast region, including a 51 percent interest in Gulfstar One LLC (Gulfstar One) (a consolidated entity), which is a proprietary floating production system, and various petrochemical and feedstock pipelines in the Gulf Coast region, as well as a 50 percent equity-method investment in Gulfstream Natural Gas System, L.L.C. (Gulfstream), a 60 percent equity-method investment in Discovery Producer Services LLC (Discovery), and a 41 percent interest in Constitution Pipeline Company, LLC (Constitution) (a consolidated entity), which is developing a pipeline project (see Note 4 – Variable Interest Entities).

West is comprised of our interstate natural gas pipeline, Northwest Pipeline LLC (Northwest Pipeline), and our gathering, processing, and treating operations in Colorado, Wyoming, and the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of northwest Louisiana, and the Mid-Continent region which includes the Anadarko, Arkoma, Delaware, and Permian basins. This segment also includes our natural gas liquid (NGL) and natural gas marketing business, storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, and a 50 percent equity-method investment in Overland Pass Pipeline, LLC (OPPL), a 50 percent interest in Jackalope Gas Gathering Services, L.L.C. (Jackalope) (an equity-method investment following deconsolidation as of June 30, 2018), a 50 percent equity-method investment in Rocky Mountain Midstream Holdings LLC (RMM), a 15 percent equity-method investment in Brazos Permian II, LLC (Brazos Permian II), and our previously owned 50 percent equity-method investment in the Delaware basin gas gathering system (DBJV) in the Mid-Continent region (see Note 6 – Investing Activities). West also included our former natural gas gathering and processing assets in the Four Corners area of New Mexico and Colorado (see Note 3 – Divestitures).

Other includes our previously owned operations, including our former Williams Olefins, L.L.C., a wholly owned subsidiary which owned our 88.5 percent undivided interest in the Geismar, Louisiana, olefins plant (Geismar Interest), which was sold in July 2017 (see Note 3 – Divestitures), and a refinery grade propylene splitter in the Gulf region, which was sold in June 2017. This segment also included our previously owned Canadian assets, which included an oil sands offgas processing plant near Fort McMurray, Alberta, and an NGL/olefin fractionation facility at Redwater, Alberta. In September 2016, these Canadian operations were sold. Other also includes minor business activities that are not operating segments, as well as corporate operations.

Basis of Presentation

Significant risks and uncertainties

We believe that the carrying value of certain of our property, plant, and equipment and other identifiable intangible assets, notably certain acquired assets accounted for as business combinations between 2012 and 2014, may be in excess of current fair value. However, the carrying value of these assets, in our judgment, continues to be recoverable based on our evaluation of undiscounted future cash flows. It is reasonably possible that future strategic decisions, including transactions such as monetizing non-core assets or contributing assets to new ventures with third parties, as well as unfavorable changes in expected producer activities could impact our assumptions and ultimately result in impairments of these assets. Such transactions or developments may also indicate that certain of our equity-method investments have experienced other-than-temporary declines in value, which could also result in impairment.

On March 15, 2018, the Federal Energy Regulatory Commission (FERC) issued a revised policy statement (the revised policy statement) regarding the recovery of income tax costs in rates of natural gas pipelines. The FERC found that an impermissible double recovery results from granting a Master Limited Partnership (MLP) pipeline both an income tax allowance and a return on equity pursuant to the discounted cash flow methodology. As a result, the FERC will no longer permit an MLP pipeline to recover an income tax allowance in its cost of service. The FERC further stated it will address the application of this policy to non-MLP partnership forms as those issues arise in subsequent proceedings. One of the benefits of the recent WPZ Merger is to allow our FERC-regulated pipelines to continue to recover an income tax allowance in their cost of service rates.

On July 18, 2018, the FERC issued an order dismissing the requests for rehearing and clarification of the revised policy statement. In addition, the FERC provided guidance that an MLP pipeline (or other pass-through entity) no longer recovering an income tax allowance pursuant to the revised policy may eliminate previously accumulated deferred

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

income taxes (ADIT) from its cost of service instead of flowing these ADIT balances to ratepayers. This guidance, if implemented, would significantly mitigate the impact of the revised policy statement. However, the FERC stated that the revised policy statement and such guidance do not establish a binding rule but are instead expressions of general policy intent designed to provide guidance by notifying entities of the course of action the FERC intends to follow in future adjudications. To the extent the FERC addresses these issues in future proceedings, it will consider any arguments regarding not only the application of the revised policy to the facts of the case, but also any arguments regarding the underlying validity of the policy itself. The FERC’s guidance on ADIT likely will be challenged by customers and state commissions, which would result in a long period of revenue uncertainty for pipelines eliminating ADIT from their cost of service. The WPZ Merger has the additional benefit of eliminating this uncertainty.

On March 15, 2018, the FERC also issued a Notice of Proposed Rulemaking proposing a filing process that will allow it to determine which natural gas pipelines may be collecting unjust and unreasonable rates in light of the recent reduction in the corporate income tax rate in the Tax Cuts and Jobs Act (Tax Reform) and the revised policy statement. On July 18, 2018, the FERC issued a Final Rule, retaining the filing requirement and reaffirming the options that pipelines have to either reflect the reduced tax rate or explain why no rate change is necessary. The FERC also clarified that a natural gas company organized as a pass-through entity and all of whose income or losses are consolidated on the federal income tax return of its corporate parent is considered to be subject to the federal corporate income tax and is thus eligible for a tax allowance. We believe this Final Rule and the previously discussed WPZ Merger allow for the continued recovery of income tax allowances in Transco’s and Northwest Pipeline’s rates. Transco’s August 31, 2018 general rate case filing reflects a tax allowance based on this clarification, and the FERC’s September 28, 2018 order in that rate case proceeding finds that Transco is exempt from the Final Rule’s Form 501-G filing requirement. In addition, on October 19, 2018, Northwest Pipeline filed a petition requesting that the FERC waive its Form 501-G filing requirement under this Final Rule because (i) the reduction in the corporate income tax is already addressed in Northwest Pipeline’s 2017 rate settlement, and (ii) as discussed above, the WPZ Merger allows for the continued recovery of income tax allowances in Northwest Pipeline’s rates. The FERC agreed and granted Northwest Pipeline’s petition for waiver on November 19, 2018. On October 11, 2018 and December 6, 2018, Discovery Gas Transmission, LLC and Pine Needle LNG Company, LLC, respectively, filed their Form 501-Gs, including explanations as to why no adjustments to rates are needed.

On March 15, 2018, the FERC also issued a Notice of Inquiry seeking comments on the additional impacts of Tax Reform on jurisdictional rates, particularly whether, and if so how, the FERC should address changes relating to ADIT amounts after the corporate income tax rate reduction and bonus depreciation rules, as well as whether other features of Tax Reform require FERC action. We are evaluating the impact of these developments on our interstate natural gas pipelines and currently expect any associated impacts would be prospective and determined through subsequent rate proceedings. We also continue to monitor developments that may impact our regulatory liabilities resulting from Tax Reform. It is reasonably possible that future tariff-based rates collected by our interstate natural gas pipelines may be adversely impacted.

Summary of Significant Accounting Policies

Principles of consolidation

The consolidated financial statements include the accounts of all entities that we control and our proportionate interest in the accounts of certain ventures in which we own an undivided interest. Our judgment is required to evaluate whether we control an entity. Key areas of that evaluation include:

•Determining whether an entity is a variable interest entity (VIE);
•Determining whether we are the primary beneficiary of a VIE, including evaluating which activities of the VIE most significantly impact its economic performance and the degree of power that we and our related parties have over those activities through our variable interests;
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)
•Identifying events that require reconsideration of whether an entity is a VIE and continuously evaluating whether we are a VIE’s primary beneficiary;
•Evaluating whether other owners in entities that are not VIEs are able to effectively participate in significant decisions that would be expected to be made in the ordinary course of business such that we do not have the power to control such entities.

We apply the equity method of accounting to investments over which we exercise significant influence but do not control.

Equity-method investment basis differences

Differences between the cost of our equity-method investments and our underlying equity in the net assets of investees are accounted for as if the investees were consolidated subsidiaries. Equity earnings (losses) in the Consolidated Statement of Operations includes our allocable share of net income (loss) of investees adjusted for any depreciation and amortization, as applicable, associated with basis differences.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us 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.

Significant estimates and assumptions include:

•Impairment assessments of investments, property, plant, and equipment, and other identifiable intangible assets;
•Litigation-related contingencies;
•Environmental remediation obligations;
•Depreciation and/or amortization of long-lived assets;
•Depreciation and/or amortization of equity-method investment basis differences;
•Asset retirement obligations (AROs);
•Pension and postretirement valuation variables;
•Measurement of regulatory liabilities;
•Measurement of deferred income tax assets and liabilities, including assumptions related to the realization of deferred income tax assets.

These estimates are discussed further throughout these notes.

Regulatory accounting

Transco and Northwest Pipeline are regulated by the FERC. Their rates, which are established by the FERC, are designed to recover the costs of providing the regulated services, and their competitive environment makes it probable that such rates can be charged and collected. Therefore, we have determined that it is appropriate under Accounting Standards Codification (ASC) Topic 980, “Regulated Operations,” (ASC 980) to account for and report regulatory assets and liabilities related to these operations consistent with the economic effect of the way in which their rates are

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Notes to Consolidated Financial Statements – (Continued)

established. Accounting for these operations that are regulated can differ from the accounting requirements for nonregulated operations. For example, for regulated operations, allowance for funds used during construction (AFUDC) represents the estimated cost of debt and equity funds applicable to utility plant in the process of construction and is capitalized as a cost of property, plant, and equipment because it constitutes an actual cost of construction under established regulatory practices; nonregulated operations are only allowed to capitalize the cost of debt funds related to construction activities, while a component for equity is prohibited. The components of our regulatory assets and liabilities relate to the effects of deferred taxes on equity funds used during construction, asset retirement obligations, fuel cost differentials, levelized incremental depreciation, negative salvage, pension and other postretirement benefits, and rate allowances for deferred income taxes at a historically higher federal income tax rate.

In December 2017, Tax Reform was enacted, which, among other things, reduced the federal corporate income tax rate from 35 percent to 21 percent (see Note 8 – Provision (Benefit) for Income Taxes). In accordance with ASC 980-740-25-2, Transco and Northwest Pipeline have recognized regulatory liabilities to reflect the probable return to customers through future rates of the future decrease in income taxes payable associated with Tax Reform. These liabilities represent an obligation to return amounts directly to our customers. While a majority of our customers have entered into tariff rates based on our cost-of-service proceedings and related rate base therein, certain other contracts with customers reflect contractually-based rates that are designed to recover the cost of providing those services, including an allowance for income taxes, with no expected future rate adjustment for the term of those contracts. This relative mix of contracts for services was considered in determining the probable amount to be returned to customers through future rates. The regulatory liabilities were recorded in December 2017 through regulatory charges to operating income totaling $674 million. As of December 31, 2018, the balance of these regulatory liabilities totaled $657 million. The timing and actual amount of such return will be subject to future negotiations regarding this matter and many other elements of cost-of-service rate proceedings, including other costs of providing service.

Certain of our equity-method investees recorded similar regulatory liabilities, for which our Equity earnings (losses) in the Consolidated Statement of Operations for 2017 were reduced by $11 million related to our proportionate share of the associated regulatory charges.

Our regulatory assets associated with the effects of deferred taxes on equity funds used during construction were also impacted by Tax Reform and were reduced by $102 million in December 2017 through a charge to Other income (expense) – net below Operating income (loss) in the Consolidated Statement of Operations (see Note 7 – Other Income and Expenses). This amount, along with the previously described charges for establishing the regulatory liabilities resulting from Tax Reform, is reported within Regulatory charges resulting from Tax Reform within the Consolidated Statement of Cash Flows.

Our current and noncurrent regulatory asset and liability balances for the years ended December 31, 2018 and 2017 are as follows:

December 31,
20182017
(Millions)
Current assets reported within Other current assets and deferred charges$103$102
Noncurrent assets reported within Regulatory assets, deferred charges, and other495376
Total regulated assets$598$478
Current liabilities reported within Accrued liabilities$5$18
Noncurrent liabilities reported within Regulatory liabilities, deferred income, and other1,3211,250
Total regulated liabilities$1,326$1,268
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Notes to Consolidated Financial Statements – (Continued)

Cash and cash equivalents

Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less when acquired.

Accounts receivable

Accounts receivable are carried on a gross basis, with no discounting, less an allowance for doubtful accounts. We estimate the allowance for doubtful accounts based on existing economic conditions, the financial condition of our customers, and the amount and age of past due accounts. We do not offer extended payment terms and typically receive payment within one month. We consider receivables past due if full payment is not received by the contractual due date. Interest income related to past due accounts receivable is generally recognized at the time full payment is received or collectability is assured. Past due accounts are generally written off against the allowance for doubtful accounts only after all collection attempts have been exhausted.

Inventories

Inventories in the Consolidated Balance Sheet primarily consist of NGLs, natural gas in underground storage, and materials and supplies and are stated at the lower of cost or net realizable value. The cost of inventories is primarily determined using the average-cost method.

Property, plant, and equipment

Property, plant, and equipment is initially recorded at cost. We base the carrying value of these assets on estimates, assumptions, and judgments relative to capitalized costs, useful lives, and salvage values.

As regulated entities, Northwest Pipeline and Transco provide for depreciation using the straight-line method at FERC-prescribed rates. Depreciation for nonregulated entities is provided primarily on the straight-line method over estimated useful lives, except for certain offshore facilities that apply an accelerated depreciation method.

Gains or losses from the ordinary sale or retirement of property, plant, and equipment for regulated pipelines are credited or charged to accumulated depreciation. Other gains or losses are recorded in Other (income) expense – net included in Operating income (loss) in the Consolidated Statement of Operations.

Ordinary maintenance and repair costs are generally expensed as incurred. Costs of major renewals and replacements are capitalized as property, plant, and equipment.

We record a liability and increase the basis in the underlying asset for the present value of each expected future ARO at the time the liability is initially incurred, typically when the asset is acquired or constructed. As regulated entities, Northwest Pipeline and Transco offset the depreciation of the underlying asset that is attributable to capitalized ARO cost to a regulatory asset as we expect to recover these amounts in future rates. We measure changes in the liability due to passage of time by applying an interest rate to the liability balance. This amount is recognized as an increase in the carrying amount of the liability and as a corresponding accretion expense included in Operating and maintenance expenses in the Consolidated Statement of Operations, except for regulated entities, for which the liability is offset by a regulatory asset. The regulatory asset is amortized commensurate with our collection of those costs in rates.

Measurements of AROs include, as a component of future expected costs, an estimate of the price that a third party would demand, and could expect to receive, for bearing the uncertainties inherent in the obligations, sometimes referred to as a market-risk premium.

Other intangible assets

Our identifiable intangible assets included within Intangible assets – net of accumulated amortization in the Consolidated Balance Sheet are primarily related to gas gathering, processing, and fractionation contractual customer

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Notes to Consolidated Financial Statements – (Continued)

relationships. Our intangible assets are amortized on a straight-line basis over the period in which these assets contribute to our cash flows. We evaluate these assets for changes in the expected remaining useful lives and would reflect any changes prospectively through amortization over the revised remaining useful life.

Impairment of property, plant, and equipment, other identifiable intangible assets, and investments

We evaluate our property, plant, and equipment and other identifiable intangible assets for impairment when events or changes in circumstances indicate, in our judgment, that the carrying value of such assets may not be recoverable. When an indicator of impairment has occurred, we compare our estimate of undiscounted future cash flows attributable to the assets to the carrying value of the assets to determine whether an impairment has occurred and we may apply a probability-weighted approach to consider the likelihood of different cash flow assumptions and possible outcomes including selling in the near term or holding for the remaining estimated useful life. If an impairment of the carrying value has occurred, we determine the amount of the impairment recognized in the financial statements by estimating the fair value of the assets and recording a loss for the amount that the carrying value exceeds the estimated fair value. This evaluation is performed at the lowest level for which separately identifiable cash flows exist.

For assets identified to be disposed of in the future and considered held for sale, we compare the carrying value to the estimated fair value less the cost to sell to determine if recognition of an impairment is required. Until the assets are disposed of, the estimated fair value, which includes estimated cash flows from operations until the assumed date of sale, is recalculated when related events or circumstances change.

We evaluate our investments for impairment when events or changes in circumstances indicate, in our judgment, that the carrying value of such investments may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, we compare our estimate of fair value of the investment to the carrying value of the investment to determine whether an impairment has occurred. If the estimated fair value is less than the carrying value and we consider the decline in value to be other-than-temporary, the excess of the carrying value over the fair value is recognized in the consolidated financial statements as an impairment charge.

Judgments and assumptions are inherent in our estimate of undiscounted future cash flows and an asset’s or investment’s fair value. Additionally, judgment is used to determine the probability of sale with respect to assets considered for disposal.

Contingent liabilities

We record liabilities for estimated loss contingencies, including environmental matters, when we assess that a loss is probable, and the amount of the loss can be reasonably estimated. These liabilities are calculated based upon our assumptions and estimates with respect to the likelihood or amount of loss and upon advice of legal counsel, engineers, or other third parties regarding the probable outcomes of the matters. These calculations are made without consideration of any potential recovery from third parties. We recognize insurance recoveries or reimbursements from others when realizable. Revisions to these liabilities are generally reflected in income when new or different facts or information become known or circumstances change that affect the previous assumptions or estimates.

Cash flows from revolving credit facilities and commercial paper program

Proceeds and payments related to borrowings under our credit facilities are reflected in the financing activities in the Consolidated Statement of Cash Flows on a gross basis. Proceeds and payments related to borrowings under our commercial paper program are reflected in the financing activities in the Consolidated Statement of Cash Flows on a net basis, as the outstanding notes generally have maturity dates less than three months from the date of issuance. (See Note 14 – Debt, Banking Arrangements, and Leases.)

Treasury stock

Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as Treasury stock in the Consolidated Balance Sheet. Gains and losses on the subsequent reissuance of shares

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Notes to Consolidated Financial Statements – (Continued)

are credited or charged to Capital in excess of par value in the Consolidated Balance Sheet using the average-cost method.

Derivative instruments and hedging activities

We may utilize derivatives to manage a portion of our commodity price risk. These instruments consist primarily of swaps, futures, and forward contracts involving short- and long-term purchases and sales of energy commodities. We report the fair value of derivatives, except those for which the normal purchases and normal sales exception has been elected, in Other current assets and deferred charges; Regulatory assets, deferred charges, and other; Accrued liabilities; or Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet. We determine the current and noncurrent classification based on the timing of expected future cash flows of individual trades. We report these amounts on a gross basis. Additionally, we report cash collateral receivables and payables with our counterparties on a gross basis. (See Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk.)

The accounting for the changes in fair value of a commodity derivative can be summarized as follows:

Derivative TreatmentAccounting Method
Normal purchases and normal sales exceptionAccrual accounting
Designated in a qualifying hedging relationshipHedge accounting
All other derivativesMark-to-market accounting

We may elect the normal purchases and normal sales exception for certain short- and long-term purchases and sales of physical energy commodities. Under accrual accounting, any change in the fair value of these derivatives is not reflected on the balance sheet after the initial election of the exception.

We may also designate a hedging relationship for certain commodity derivatives. For a derivative to qualify for designation in a hedging relationship, it must meet specific criteria and we must maintain appropriate documentation. We establish hedging relationships pursuant to our risk management policies. We evaluate the hedging relationships at the inception of the hedge and on an ongoing basis to determine whether the hedging relationship is, and is expected to remain, highly effective in achieving offsetting changes in fair value or cash flows attributable to the underlying risk being hedged. We also regularly assess whether the hedged forecasted transaction is probable of occurring. If a derivative ceases to be or is no longer expected to be highly effective, or if we believe the likelihood of occurrence of the hedged forecasted transaction is no longer probable, hedge accounting is discontinued prospectively, and future changes in the fair value of the derivative are recognized currently in Product sales or Product costs in the Consolidated Statement of Operations.

For commodity derivatives designated as a cash flow hedge, the change in fair value of the derivative is reported in AOCI in the Consolidated Balance Sheet and reclassified into earnings in the period in which the hedged item affects earnings. Gains or losses deferred in AOCI associated with terminated derivatives, derivatives that cease to be highly effective hedges, derivatives for which the forecasted transaction is reasonably possible but no longer probable of occurring, and cash flow hedges that have been otherwise discontinued remain in AOCI until the hedged item affects earnings. If it becomes probable that the forecasted transaction designated as the hedged item in a cash flow hedge will not occur, any gain or loss deferred in AOCI is recognized in Product sales or Product costs in the Consolidated Statement of Operations at that time. The change in likelihood of a forecasted transaction is a judgmental decision that includes qualitative assessments made by us.

For commodity derivatives that are not designated in a hedging relationship, and for which we have not elected the normal purchases and normal sales exception, we report changes in fair value currently in Product sales or Product costs in the Consolidated Statement of Operations.

Certain gains and losses on derivative instruments included in the Consolidated Statement of Operations are netted together to a single net gain or loss, while other gains and losses are reported on a gross basis. Gains and losses recorded

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Notes to Consolidated Financial Statements – (Continued)

on a net basis include unrealized gains and losses on all derivatives that are not designated as hedges and for which we have not elected the normal purchases and normal sales exception.

Realized gains and losses on derivatives that require physical delivery, as well as natural gas derivatives for NGL processing activities and which are not held for trading purposes nor were entered into as a pre-contemplated buy/sell arrangement, are recorded on a gross basis.

Revenue recognition (subsequent to the adoption of ASC 606)

Customers in our gas pipeline businesses are comprised of public utilities, municipalities, gas marketers and producers, intrastate pipelines, direct industrial users, and electrical generators. Customers in our midstream businesses are comprised of oil and natural gas producer counterparties. Customers for our product sales are comprised of public utilities, gas marketers, and direct industrial users.

A performance obligation is a promise in a contract to transfer a distinct good or service (or integrated package of goods or services) to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue, when, or as, the performance obligation is satisfied. A performance obligation is distinct if the service is separately identifiable from other items in the integrated package of services and if a customer can benefit from it on its own or with other resources that are readily available to the customer. An integrated package of services typically represents a single performance obligation if the services are contained within the same contract or within multiple contracts entered into in contemplation with one another that are highly interdependent or highly interrelated, meaning each of the services is significantly affected by one or more of the other services in the contract. Service revenue contracts from our gas pipeline and midstream businesses contain a series of distinct services, with the majority of our contracts having a single performance obligation that is satisfied over time as the customer simultaneously receives and consumes the benefits provided by our performance. Most of our product sales contracts have a single performance obligation with revenue recognized at a point in time when the products have been sold and delivered to the customer.

Certain customers reimburse us for costs we incur associated with construction of property, plant, and equipment utilized in our operations. For our rate-regulated gas pipeline businesses that apply ASC 980, we follow FERC guidelines with respect to reimbursement of construction costs. FERC tariffs only allow for cost reimbursement and are non-negotiable in nature; thus, the construction activities do not represent an ongoing major and central operation of our gas pipeline businesses and are not within the scope of ASC Topic 606, “Revenue from Contracts with Customers” (ASC 606). Accordingly, cost reimbursements are treated as a reduction to the cost of the constructed asset. For our midstream businesses, reimbursement and service contracts with customers are viewed together as providing the same commercial objective, as we have the ability to negotiate the mix of consideration between reimbursements and amounts billed over time. Accordingly, we generally recognize reimbursements of construction costs from customers on a gross basis as a contract liability separate from the associated costs included within property, plant, and equipment. The contract liability is recognized into service revenues as the underlying performance obligations are satisfied.

Service Revenues

Gas pipeline businesses: Revenues from our regulated interstate natural gas pipeline businesses, which are subject to regulation by certain state and federal authorities, including the FERC, include both firm and interruptible transportation and storage contracts. Firm transportation and storage agreements provide for a fixed reservation charge based on the pipeline or storage capacity reserved, and a commodity charge based on the volume of natural gas delivered/stored, each at rates specified in our FERC tariffs or based on negotiated contractual rates, with contract terms that are generally long-term in nature. Most of our long-term contracts contain an evergreen provision, which allows the contracts to be extended for periods primarily up to one year in length an indefinite number of times following the specified contract term and until terminated generally by either us or the customer. Interruptible transportation and storage agreements provide for a volumetric charge based on actual commodity transportation or storage utilized in the period in which those services are provided, and the contracts are generally limited to

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Notes to Consolidated Financial Statements – (Continued)

one-month periods or less. Our performance obligations related to our interstate natural gas pipeline businesses include the following:

•Firm transportation or storage under firm transportation and storage contracts—an integrated package of services typically constituting a single performance obligation, which includes standing ready to provide such services and receiving, transporting or storing (as applicable), and redelivering commodities;
•Interruptible transportation and storage under interruptible transportation and storage contracts—an integrated package of services typically constituting a single performance obligation once scheduled, which includes receiving, transporting or storing (as applicable), and redelivering commodities.

In situations where, in our judgment, we consider the integrated package of services as a single performance obligation, which represents a majority of our interstate natural gas pipeline contracts with customers, we do not consider there to be multiple performance obligations because the nature of the overall promise in the contract is to stand ready (with regard to firm transportation and storage contracts), receive, transport or store, and redeliver natural gas to the customer; therefore, revenue is recognized over time upon satisfaction of our daily stand ready performance obligation.

We recognize revenues for reservation charges over the performance obligation period, which is the contract term, regardless of the volume of natural gas that is transported or stored. Revenues for commodity charges from both firm and interruptible transportation services and storage services are recognized when natural gas is delivered at the agreed upon delivery point or when natural gas is injected or withdrawn from the storage facility because they specifically relate to our efforts to provide these distinct services. Generally, reservation charges and commodity charges in our interstate natural gas pipeline businesses are recognized as revenue in the same period they are invoiced to our customers. As a result of the ratemaking process, certain amounts collected by us may be subject to refund upon the issuance of final orders by the FERC in pending rate proceedings. We use judgment to record estimates of rate refund liabilities considering our and other third-party regulatory proceedings, advice of counsel, and other risks.

Midstream businesses: Revenues from our non-regulated gathering, processing, transportation, and storage midstream businesses include contracts for natural gas gathering, processing, treating, compression, transportation, and other related services with contract terms that are generally long-term in nature and may extend up to the production life of the associated reservoir. Additionally, our midstream businesses generate revenues from fees charged for storing customers’ natural gas and NGLs, generally under prepaid contracted storage capacity contracts. In situations where, in our judgment, we provide an integrated package of services combined into a single performance obligation, which represents a majority of this class of contracts with customers, we do not consider there to be multiple performance obligations because the nature of the overall promise in the contract is to provide gathering, processing, transportation, storage, and related services resulting in the delivery, or redelivery in the context of storage services, of pipeline-quality natural gas and NGLs to the customer. As such, revenue is recognized at the daily completion of the integrated package of services as the integrated package represents a single performance obligation. Additionally, certain contracts in our midstream businesses contain fixed or upfront payment terms that result in the deferral of revenues until such services have been performed or such capacity has been made available.

We also earn revenues from offshore crude oil and natural gas gathering and transportation and offshore production handling. These services represent an integrated package of services and are considered a single distinct performance obligation for which we recognize revenues as the services are provided to the customer.

We generally earn a contractually stated fee per unit for the volume of product transported, gathered, processed, or stored. The rate is generally fixed; however, certain contracts contain variable rates that are subject to change based on commodity prices, levels of throughput, or an annual adjustment based on a formulaic cost of service calculation. In addition, we have contracts with contractually stated fees that decline over the contract term, such as declines based on the passage of time periods or achievement of cumulative throughput amounts. For all of our

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Notes to Consolidated Financial Statements – (Continued)

contracts, we allocate the transaction price to each performance obligation based on the judgmentally determined relative standalone selling price. The excess of consideration received over revenue recognized results in the deferral of those amounts until future periods based on a units of production or straight-line methodology as these methods appropriately match the consumption of services provided to the customer. The units of production methodology requires the use of production estimates that are uncertain and the use of judgment when developing estimates of future production volumes, thus impacting the rate of revenue recognition. Production estimates are monitored as circumstances and events warrant. Certain of our gas gathering and processing agreements have minimum volume commitments (MVC). If a customer under such an agreement fails to meet its MVC for a specified period (thus not exercising all the contractual rights to gathering and processing services within the specified period, herein referred to as “breakage”), it is obligated to pay a contractually determined fee based upon the shortfall between the actual gathered or processed volumes and the MVC for the period contained in the contract. When we conclude, based on management’s judgment, it is probable that the customer will not exercise all or a portion of its remaining rights, we recognize revenue associated with such breakage amount in proportion to the pattern of exercised rights within the respective MVC period.

Under keep-whole and percent-of-liquids processing contracts, we receive commodity consideration in the form of NGLs and take title to the NGLs at the tailgate of the plant. We recognize such commodity consideration as service revenue based on the market value of the NGLs retained at the time the processing is provided. The current market value, as opposed to the market value at the contract inception date, is used due to a combination of factors, including the fact that the volume, mix, and market price of NGL consideration to be received is unknown at the time of contract execution and is not specified in our contracts with customers. Additionally, product sales revenue (discussed below) is recognized upon the sale of the NGLs to a third party based on the sales price at the time of sale. As a result, revenue is recognized both at the time the processing service is provided in Service revenues – commodity consideration and at the time the NGLs retained as part of the processing service are sold in Product sales. The recognition of revenue related to commodity consideration has the impact of increasing the book value of NGL inventory, resulting in higher cost of goods sold at the time of sale. Given that most inventory is sold in the same period that it is generated, the impact of these transactions is expected to have little impact to operating income.

Product Sales

In the course of providing transportation services to customers of our gas pipeline businesses and gathering and processing services to customers of our midstream businesses, we may receive different quantities of natural gas from customers than the quantities delivered on behalf of those customers. The resulting imbalances are primarily settled through the purchase or sale of natural gas with each customer under terms provided for in our FERC tariffs or gathering and processing agreements, respectively. Revenue is recognized from the sale of natural gas upon settlement of imbalances.

In certain instances, we purchase NGLs, crude oil, and natural gas from our oil and natural gas producer customers. In addition, we retain NGLs as consideration in certain processing arrangements, as discussed above in the Service Revenues - Midstream businesses section. We recognize revenue from the sale of these commodities when the products have been sold and delivered. Our product sales contracts are primarily short-term contracts based on prevailing market rates at the time of the transaction.

Contract Assets

Our contract assets primarily consist of revenue recognized under contracts containing MVC features whereby management has concluded it is probable there will be a short-fall payment at the end of the current MVC period, which typically follows the calendar year, and that a significant reversal of revenue recognized currently for the future MVC payment will not occur. As a result, our contract assets related to our future MVC payments are generally expected to be collected within the next 12 months and are included within Other current assets and deferred charges in our Consolidated Balance Sheet until such time as the MVC short-fall payments are invoiced to the customer.

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Notes to Consolidated Financial Statements – (Continued)

Contract Liabilities

Our contract liabilities consist of advance payments primarily from midstream business customers which include construction reimbursements, prepayments, and other billings for which future services are to be provided under the contract. These amounts are deferred until recognized in revenue when the associated performance obligation has been satisfied, which is primarily based on a units of production methodology over the remaining contractual service periods, and are classified as current or noncurrent according to when such amounts are expected to be recognized. Current and noncurrent contract liabilities are included within Accrued liabilities and Regulatory liabilities, deferred income, and other, respectively, in our Consolidated Balance Sheet.

Contracts requiring advance payments and the recognition of contract liabilities are evaluated to determine whether the advance payments provide us with a significant financing benefit. This determination is based on the combined effect of the expected length of time between when we transfer the promised good or service to the customer, when the customer pays for those goods or services, and the prevailing interest rates. We have assessed our contracts for significant financing components and determined, in our judgment, that one group of contracts entered into in contemplation of one another for certain capital reimbursements contains a significant financing component. As a result, we recognize noncash interest expense based on the effective interest method and revenue (noncash) is recognized when the underlying asset is placed into service utilizing a units of production or straight-line methodology over the life of the corresponding customer contract.

Revenue recognition (prior to the adoption of ASC 606)

Revenues

As a result of the ratemaking process, certain revenues collected by us may be subject to refunds upon the issuance of final orders by the FERC in pending rate proceedings. We record estimates of rate refund liabilities considering our and other third-party regulatory proceedings, advice of counsel, and other risks.

Service revenues

Revenues from our interstate natural gas pipeline businesses include services pursuant to long-term firm transportation and storage agreements. These agreements provide for a reservation charge based on the volume of contracted capacity and a commodity charge based on the volume of gas delivered, both at rates specified in our FERC tariffs. We recognize revenues for reservation charges ratably over the contract period regardless of the volume of natural gas that is transported or stored. Revenues for commodity charges, from both firm and interruptible transportation services and storage injection and withdrawal services, are recognized when natural gas is delivered at the agreed upon delivery point or when natural gas is injected or withdrawn from the storage facility.

Certain revenues from our midstream operations include those derived from natural gas gathering, processing, treating, and compression services and are performed under volumetric-based fee contracts. These revenues are recorded when services have been performed.

Certain of our gas gathering and processing agreements have minimum volume commitments. If a customer under such an agreement fails to meet its minimum volume commitment for a specified period, generally measured on an annual basis, it is obligated to pay a contractually determined fee based upon the shortfall between actual production volumes and the minimum volume commitment for that period. The revenue associated with minimum volume commitments is recognized in the period that the actual shortfall is determined and is no longer subject to future reduction or offset, which is generally at the end of the annual period or fourth quarter.

Crude oil gathering and transportation revenues and offshore production handling fees are recognized when the services have been performed. Certain offshore production handling contracts contain fixed payment terms that result in the deferral of revenues until such services have been performed or such capacity has been made available.

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Notes to Consolidated Financial Statements – (Continued)

Storage revenues from our midstream operations associated with prepaid contracted storage capacity contracts are recognized on a straight-line basis over the life of the contract as services are provided.

Product sales

In the course of providing transportation services to customers of our interstate natural gas pipeline businesses, we may receive different quantities of gas from shippers than the quantities delivered on behalf of those shippers. The resulting imbalances are primarily settled through the purchase and sale of gas with our customers under terms provided for in our FERC tariffs. Revenue is recognized from the sale of gas upon settlement of the transportation and exchange imbalances.

We market NGLs, crude oil, and natural gas that we purchase from our producer customers as part of the overall service provided to producers. Revenues from marketing activities are recognized when the products have been sold and delivered.

Under our keep-whole and percent-of-liquids processing contracts, we retain the rights to all or a portion of the NGLs extracted from the producers’ natural gas stream and recognize revenues when the extracted NGLs are sold and delivered.

Our former domestic olefins business produced olefins from purchased or produced feedstock and we recognized revenues when the olefins were sold and delivered.

Our Canadian businesses that were sold in September 2016 had processing and fractionation operations where we retained certain NGLs and olefins from an upgrader’s offgas stream and we recognized revenues when the fractionated products were sold and delivered.

Interest capitalized

We capitalize interest during construction on major projects with construction periods of at least 3 months and a total project cost in excess of $1 million. Interest is capitalized on borrowed funds and, where regulation by the FERC exists, on internally generated funds (equity AFUDC). The latter is included in Other income (expense) – net below Operating income (loss) in the Consolidated Statement of Operations. The rates used by regulated companies are calculated in accordance with FERC rules. Rates used by nonregulated companies are based on our average interest rate on debt.

Employee stock-based awards

We recognize compensation expense on employee stock-based awards on a straight-line basis; forfeitures are recognized when they occur. (See Note 16 – Equity-Based Compensation.)

Pension and other postretirement benefits

The funded status of each of the pension and other postretirement benefit plans is recognized separately in the Consolidated Balance Sheet as either an asset or liability. The funded status is the difference between the fair value of plan assets and the plan’s benefit obligation. The plans’ benefit obligations and net periodic benefit costs (credits) are actuarially determined and impacted by various assumptions and estimates. (See Note 10 – Employee Benefit Plans.)

The discount rates are determined separately for each of our pension and other postretirement benefit plans based on an approach specific to our plans. The year-end discount rates are determined considering a yield curve comprised of high-quality corporate bonds and the timing of the expected benefit cash flows of each plan.

The expected long-term rates of return on plan assets are determined by combining a review of the historical returns within the portfolio, the investment strategy included in the plans’ investment policy statement, and capital market projections for the asset classes in which the portfolio is invested, as well as the weighting of each asset class.

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Notes to Consolidated Financial Statements – (Continued)

Unrecognized actuarial gains and losses and unrecognized prior service costs and credits are deferred and recorded in AOCI or, for Transco and Northwest Pipeline, as a regulatory asset or liability, until amortized as a component of net periodic benefit cost (credit). Unrecognized actuarial gains and losses in excess of 10 percent of the greater of the benefit obligation or the market-related value of plan assets are amortized over the participants’ average remaining future years of service, which is approximately 13 years for our pension plans and approximately 7 years for our other postretirement benefit plans.

The expected return on plan assets component of net periodic benefit cost (credit) is calculated using the market-related value of plan assets. For our pension plans, the market-related value of plan assets is equal to the fair value of plan assets adjusted to reflect the amortization of gains or losses associated with the difference between the expected and actual return on plan assets over a 5-year period. Additionally, the market-related value of assets may be no more than 110 percent or less than 90 percent of the fair value of plan assets at the beginning of the year. The market-related value of plan assets for our other postretirement benefit plans is equal to the unadjusted fair value of plan assets at the beginning of the year.

Income taxes

We include the operations of our domestic corporate subsidiaries and income from our subsidiary partnerships in our consolidated federal income tax return and also file tax returns in various foreign and state jurisdictions as required. Deferred income taxes are computed using the liability method and are provided on all temporary differences between the financial basis and the tax basis of our assets and liabilities. Our judgment and income tax assumptions are used to determine the levels, if any, of valuation allowances associated with deferred tax assets.

Earnings (loss) per common share

Basic earnings (loss) per common share in the Consolidated Statement of Operations is based on the sum of the weighted-average number of common shares outstanding and vested restricted stock units. Diluted earnings (loss) per common share in the Consolidated Statement of Operations includes any dilutive effect of stock options, nonvested restricted stock units, and convertible debt, unless otherwise noted. Diluted earnings (loss) per common share are calculated using the treasury-stock method.

Accounting standards issued and adopted

During the first quarter of 2018, we early adopted Accounting Standards Update (ASU) 2018-02 “Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (ASU 2018-02). As a result of Tax Reform lowering the federal income tax rate and prior to adopting this standard, the tax effects of items within accumulated other comprehensive income may not have reflected the appropriate tax rate. ASU 2018-02 allows for the reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from Tax Reform. The adoption of ASU 2018-02 resulted in the reclassification of $61 million from Accumulated other comprehensive income (loss) to Retained deficit on our Consolidated Balance Sheet.

Effective January 1, 2018, we adopted ASU 2017-12 “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (ASU 2017-12). ASU 2017-12 applies to entities that elect hedge accounting in accordance with ASC 815. The ASU affects both the designation and measurement guidance for hedging relationships and the presentation of hedging results. ASU 2017-12 was applied using a modified retrospective approach for cash flow and net investment hedges existing at the date of adoption and prospectively for the presentation and disclosure guidance. The adoption of ASU 2017-12 did not have a significant impact on our consolidated financial statements.

In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09 establishing ASC 606. ASC 606 establishes a comprehensive new revenue recognition model designed to depict the transfer of goods or services to a customer in an amount that reflects the consideration the entity expects to be entitled to receive in exchange for those goods or services and requires significantly enhanced revenue disclosures. In August 2015, the FASB issued ASU

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

2015-14 “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” (ASU 2015-14). Per ASU 2015-14, the standard became effective for interim and annual reporting periods beginning after December 15, 2017.

We adopted the provisions of ASC 606 effective January 1, 2018, utilizing the modified retrospective transition method for all contracts with customers, which included applying the provisions of ASC 606 beginning January 1, 2018, to all contracts not completed as of that date with the cumulative effect of applying the standard for periods prior to January 1, 2018, as an adjustment to Total equity, net of tax, upon adoption. As a result of our adoption, the cumulative impact to our Total equity, net of tax, at January 1, 2018, was a decrease of $121 million in the Consolidated Balance Sheet.

For each revenue contract type, we conducted a formal contract review process to evaluate the impact of ASC 606. The adjustment to Total equity upon adoption of ASC 606 is primarily comprised of the impact to the timing of recognition of deferred revenue (contract liabilities) associated with certain contracts which underwent modifications in periods prior to January 1, 2018. Under the provisions of ASC 606, when a contract modification does not increase both the scope and price of the contract, and the remaining goods and services are distinct from the goods and services transferred prior to the modification, the modification is treated as a termination of the existing contract and the creation of a new contract. ASC 606 requires that the transaction price, including any remaining contract liabilities from the old contract, be allocated to the performance obligations over the term of the new contract. The contract modification adjustments are partially offset by the impact of changes to the timing of recognizing revenue which is subject to the constraint on estimates of variable consideration of certain contracts. The constraint of variable consideration will result in the acceleration of revenue recognition and corresponding de-recognition of contract liabilities for certain contracts (as compared to the previous revenue recognition model) as a result of our assessment that it is probable such recognition would not result in a significant revenue reversal in the future. Additionally, under ASC 606, our revenues will increase in situations where we receive noncash consideration, which exists primarily in certain of our gas processing contracts where we receive commodities as full or partial consideration for services provided. This increase in revenues will be offset by a similar increase in costs and expenses when the commodities received are subsequently sold. Financial systems and internal controls necessary for adoption were implemented effective January 1, 2018. (See Note 2 – Revenue Recognition.)

Accounting standards issued but not yet adopted

In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (ASU 2016-13). ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans, and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. The guidance also requires increased disclosures. ASU 2016-13 is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. The standard requires varying transition methods for the different categories of amendments. Although we do not expect ASU 2016-13 to have a significant impact, it could impact our trade receivables as the related allowance for credit losses will be recognized earlier under the expected loss model.

In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842)” (ASU 2016-02). ASU 2016-02 establishes a comprehensive new lease accounting model. ASU 2016-02 modifies the definition of a lease, requires a dual approach to lease classification similar to current lease accounting, and causes lessees to recognize operating leases on the balance sheet as a lease liability measured as the present value of the future lease payments with a corresponding right-of-use asset, with an exception for leases with a term of one year or less. Additional disclosures will also be required regarding the amount, timing, and uncertainty of cash flows arising from leases. In January 2018, the FASB issued ASU 2018-01 “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842” (ASU 2018-01). Per ASU 2018-01, land easements and rights-of-way are required to be assessed under ASU 2016-02 to determine whether the arrangements are or contain a lease. ASU 2018-01 permits an entity to elect a transition practical expedient to not apply ASU 2016-02 to land easements that exist or expired before the effective date of ASU 2016-02 and that were not previously assessed under the previous lease guidance in ASC Topic 840 “Leases.”

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

In July 2018, the FASB issued ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. ASU 2018-11 also allows a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. ASU 2016-02 is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. We are adopting ASU 2016-02 effective January 1, 2019.

We are substantially complete with our review of contracts to identify leases based on the modified definition of a lease and implementing changes to our internal controls to support management in the accounting for and disclosure of leasing activities upon adoption of ASU 2016-02. We implemented a financial lease accounting system to assist management in the accounting for leases upon adoption. We are substantially complete with the implementation of ASU 2016-02 and believe the most significant changes to our financial statements relate to the recognition of a lease liability and offsetting right-of-use asset in our Consolidated Balance Sheet for operating leases, which we estimate to be less than 1 percent of total liabilities and total assets, respectively. We have also evaluated ASU 2016-02’s available practical expedients on adoption. We generally elected to adopt the practical expedients, which includes the practical expedient to not separate lease and non-lease components by both lessees and lessors by class of underlying assets and the land easements practical expedient.

Note 2 – Revenue Recognition

Revenue by Category

The following table presents our revenue disaggregated by major service line:

Northeast MidstreamAtlantic- Gulf MidstreamWest MidstreamTranscoNorthwest PipelineOtherIntercompany EliminationsTotal
(Millions)
Year Ended December 31, 2018
Revenues from contracts with customers:
Service revenues:
Non-regulated gathering, processing, transportation, and storage:
Monetary consideration$861$541$1,590$—$—$2$(73)$2,921
Commodity consideration2059321————400
Regulated interstate natural gas transportation and storage———1,921443—(2)2,362
Other9417462——(15)144
Total service revenues9756171,9571,9234432(90)5,827
Product Sales:
NGL and natural gas2873072,421127——(382)2,760
Other——21———(4)17
Total product sales2873072,442127——(386)2,777
Total revenues from contracts with customers1,2629244,3992,0504432(476)8,604
Other revenues (1)21181211—32(12)82
Total revenues$1,283$942$4,411$2,061$443$34$(488)$8,686
(1)Service revenues in our Consolidated Statement of Operations include leasing revenues associated with our headquarters building and management fees that we receive for certain services we provide to operated joint ventures and other investments. The leasing revenues and the management fees do not constitute revenue from contracts with customers. Product sales in our Consolidated Statement of Operations include amounts associated with our derivative contracts that are not within the scope of ASC 606.

Contract Assets

The following table presents a reconciliation of our contract assets:

Year Ended December 31, 2018
(Millions)
Balance at beginning of period$4
Revenue recognized in excess of amounts invoiced66
Minimum volume commitments invoiced(66)
Balance at end of period$4
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

Contract Liabilities

The following table presents a reconciliation of our contract liabilities:

Year Ended December 31, 2018
(Millions)
Balance at beginning of period$1,596
Payments received and deferred314
Noncash interest expense for significant financing component16
Deconsolidation of Jackalope interest (Note 4)(52)
Deconsolidation of certain Permian assets (Note 6)(26)
Recognized in revenue(451)
Balance at end of period$1,397

The following table presents the amount of the contract liabilities balance as of December 31, 2018, expected to be recognized as revenue in each of the next five years as performance obligations are expected to be satisfied:

(Millions)
2019$271
2020142
2021121
2022102
202395
Thereafter666
Total$1,397

Remaining Performance Obligations

The following table presents the transaction price allocated to the remaining performance obligations under certain contracts as of December 31, 2018. These primarily include long-term contracts containing MVCs associated with our midstream businesses, fixed payments associated with offshore production handling, and reservation charges on contracted capacity on our gas pipeline firm transportation contracts with customers, as well as storage capacity contracts. Amounts included in the table below for our interstate natural gas pipeline businesses reflect the rates for such services in our current 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 is not currently known. As a practical expedient permitted by ASC 606, this table excludes variable consideration as well as consideration in contracts that is recognized in revenue as billed. It also excludes consideration received prior to December 31, 2018, that will be recognized in future periods (see above for Contract Liabilities and the expected recognition of those amounts within revenue). 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 December 31, 2018, do not consider potential future performance obligations for which the renewal has not been exercised.

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

The table below also does not include contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service.

(Millions)
2019$2,909
20202,728
20212,622
20222,262
20232,089
Thereafter16,916
Total$29,526

Accounts Receivable

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

December 31, 2018January 1, 2018
(Millions)
Accounts receivable related to revenues from contracts with customers$858$958
Other accounts receivable13418
Total reflected in Trade accounts and other receivables$992$976

Impact of Adoption of ASC 606

The following table depicts the impact of the adoption of ASC 606 on our 2018 financial statements. The adjustment to Intangible assets – net of accumulated amortization in the table below relates to the recognition under ASC 606 of contract assets for MVC-related contracts associated with a 2014 acquisition. The recognition of these contract assets resulted in a lower purchase price allocation to intangible assets. The adoption of ASC 606 did not result in adjustments to total operating, investing, or financing cash flows.

As ReportedAdjustments resulting from adoption of ASC 606Balance without adoption of ASC 606
(Millions, except per-share amounts)
Consolidated Statement of Operations
Year Ended December 31, 2018
Service revenues$5,502$89$5,591
Service revenues – commodity consideration400(400)—
Product sales2,7841352,919
Total revenues8,686(176)8,510
Product costs2,707(124)2,583
Processing commodity expenses137(137)—
Operating and maintenance expenses1,50711,508
Depreciation and amortization expenses1,72521,727
Impairment of certain assets1,9152022,117
Total costs and expenses7,918(56)7,862
Operating income (loss)768(120)648
Equity earnings (losses)3961397
Other investing income (loss) – net21984303
Interest incurred(1,160)16(1,144)
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)
As ReportedAdjustments resulting from adoption of ASC 606Balance without adoption of ASC 606
(Millions, except per-share amounts)
Interest capitalized48(10)38
Income (loss) before income taxes331(29)302
Provision (benefit) for income taxes138(9)129
Net income (loss)193(20)173
Less: Net income (loss) attributable to noncontrolling interests348(1)347
Net income (loss) attributable to The Williams Companies, Inc.(155)(19)(174)
Basic earnings (loss) per common share$(0.16)$(0.02)$(0.18)
Diluted earnings (loss) per common share(0.16)(0.02)(0.18)
Consolidated Statement of Comprehensive Income (Loss)
Year Ended December 31, 2018
Net income (loss)$193$(20)$173
Comprehensive income (loss)223(20)203
Less: Comprehensive income (loss) attributable to noncontrolling interests346(1)345
Comprehensive income (loss) attributable to The Williams Companies, Inc.(123)(19)(142)
Consolidated Balance Sheet
December 31, 2018
Inventories$130$(13)$117
Total current assets1,464(13)1,451
Investments7,82117,822
Property, plant, and equipment – net27,504(212)27,292
Intangible assets – net of accumulated amortization7,767617,828
Regulatory assets, deferred charges, and other746(4)742
Total assets45,302(167)45,135
Accrued liabilities1,102671,169
Total current liabilities1,811671,878
Deferred income tax liabilities1,524201,544
Regulatory liabilities, deferred income, and other3,603(346)3,257
Retained deficit(10,002)64(9,938)
Total stockholders’ equity14,6606414,724
Noncontrolling interests in consolidated subsidiaries1,337281,365
Total equity15,9979216,089
Total liabilities and equity45,302(167)45,135
Consolidated Statement of Changes in Equity
December 31, 2018
Adoption of ASC 606$(121)$121$—
Net income (loss)193(20)173
Deconsolidation of subsidiary(267)(9)(276)
Net increase (decrease) in equity(178)92(86)
Balance at December 31, 201815,9979216,089
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

Note 3 – Divestitures

Sale of Gulf Coast Pipeline Systems

In November 2018, we completed the sale of certain assets and operations located in the Gulf Coast area for $177 million in cash. These assets were designated as held for sale during the third quarter of 2018. As a result of this sale, we recorded a gain of approximately $101 million in the fourth quarter of 2018, consisting of $81 million in our Atlantic-Gulf segment and $20 million in Other.

Previous impairments made to a portion of these assets and operations include $66 million related to certain idle pipelines in the second quarter of 2018, as well as $68 million and $23 million related to an NGL pipeline near the Houston Ship Channel region and project development costs associated with an olefins pipeline project, respectively, in 2017. These impairments are reflected in Impairment of certain assets in the Consolidated Statement of Operations. (See Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk.) The results of operations for this disposal group, excluding the impairments and gains noted, were not significant for the reporting periods.

Sale of Four Corners Assets

In October 2018, we completed the sale of our natural gas gathering and processing assets in the Four Corners area of New Mexico and Colorado for total consideration of $1.125 billion, subject to customary working capital adjustments. These assets were designated as held for sale during the third quarter of 2018. As a result of this sale, we recorded a gain of approximately $591 million within the West segment in the fourth quarter of 2018.

The following table presents the results of operations for the Four Corners area, excluding the gain noted above:

Years Ended December 31,
201820172016
(Millions)
Income (loss) before income taxes of Four Corners area$52$47$37
Income (loss) before income taxes of Four Corners area attributable to The Williams Companies, Inc.433523

Sale of Geismar Interest

In July 2017, we completed the sale of Williams Olefins, L.L.C., a wholly owned subsidiary which owned our Geismar Interest for total consideration of $2.084 billion in cash. We received a final working capital adjustment of $12 million in October 2017. Upon closing of the sale, we entered into a long-term supply and transportation agreement with the purchaser to provide feedstock to the plant via its Bayou Ethane pipeline system. As a result of this sale, we recorded a gain of $1.095 billion in the third quarter of 2017 in our Other segment. Following this sale, the cash proceeds were used to repay our $850 million term loan.

The following table presents the results of operations for the Geismar Interest, excluding the gain noted above:

Years Ended December 31,
201820172016
(Millions)
Income (loss) before income taxes of the Geismar Interest$—$26$141
Income (loss) before income taxes of the Geismar Interest attributable to The Williams Companies, Inc.—1985
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

Sale of Canadian Operations

In September 2016, we completed the sale of subsidiaries conducting Canadian operations (such subsidiaries, the Canadian disposal group). Consideration received totaled $1.020 billion, net of $31 million of cash divested and subject to customary working capital adjustments.

During 2016, we designated these operations as held for sale. As a result, we measured the fair value of the disposal group, resulting in an impairment charge of $747 million, reflected in Impairment of certain assets in the Consolidated Statement of Operations. (See Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk.) Upon completion of the sale, we also recorded a loss of $66 million in Other, primarily reflecting revisions to the sales price and estimated contingent consideration. This included a $15 million benefit related to transactions to hedge our foreign currency exchange risk on the Canadian proceeds, reflected in Other (income) expense – net within Costs and expenses in the Consolidated Statement of Operations.

For the year ended December 31, 2016, the results of operations for the Canadian disposal group, excluding the impairment and loss noted, were a loss before income taxes of $98 million, and a loss before income taxes attributable to The Williams Companies, Inc. of $95 million, in Other.

Note 4 – Variable Interest Entities

Consolidated VIEs

As of December 31, 2018, we consolidate the following VIEs:

Gulfstar One

We own a 51 percent interest in Gulfstar One, a subsidiary that, due to certain risk-sharing provisions in its customer contracts, is a VIE. Gulfstar One includes a proprietary floating-production system, Gulfstar FPS, and associated pipelines which provide production handling and gathering services in the eastern deepwater Gulf of Mexico. We are the primary beneficiary because we have the power to direct the activities that most significantly impact Gulfstar One’s economic performance.

Constitution

We own a 41 percent interest in Constitution, a subsidiary that, due to shipper fixed-payment commitments under its long-term firm transportation contracts, is a VIE. We are the primary beneficiary because we have the power to direct the activities that most significantly impact Constitution’s economic performance. We, as operator of Constitution, are responsible for constructing the proposed pipeline connecting its gathering system in Susquehanna County, Pennsylvania, to the Iroquois Gas Transmission and the Tennessee Gas Pipeline systems. The total remaining cost of the project is estimated to be approximately $740 million, which would be funded with capital contributions from us and the other equity partners on a proportional basis.

In December 2014, Constitution received approval from the FERC to construct and operate its proposed pipeline. However, in April 2016, the New York State Department of Environmental Conservation (NYSDEC) denied the necessary water quality certification under Section 401 of the Clean Water Act for the New York portion of the pipeline. In May 2016, Constitution appealed the NYSDEC’s denial of the Section 401 certification to the United States Court of Appeals for the Second Circuit and in August 2017, the court issued a decision denying in part and dismissing in part Constitution’s appeal. The court expressly declined to rule on Constitution’s argument that the delay in the NYSDEC’s decision on Constitution’s Section 401 application constitutes a waiver of the certification requirement. The court determined that it lacked jurisdiction to address that contention and found that jurisdiction over the waiver issue lies exclusively with the United States Court of Appeals for the District of Columbia Circuit (D.C. Circuit). As to the denial itself, the court determined that NYSDEC’s action was not arbitrary or capricious. Constitution filed a petition for rehearing with the Second Circuit Court of Appeals, but in October 2017 the court denied our petition.

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

In October 2017, we filed a petition for declaratory order requesting the FERC to find that, by operation of law, the Section 401 certification requirement for the New York State portion of Constitution’s pipeline project was waived due to the failure by the NYSDEC to act on Constitution’s Section 401 application within a reasonable period of time as required by the express terms of such statute. In January 2018, the FERC denied our petition, finding that Section 401 provides that a state waives certification only when it does not act on an application within one year from the date of the application. We filed a request for rehearing of the FERC’s decision, but in July 2018 the FERC denied our request.

The project’s sponsors remain committed to the project. On November 5, 2018, the FERC granted our request for an extension of time to December 2, 2020, to construct and place into service the Constitution pipeline. And, in September 2018, we filed a petition with the D.C. Circuit for review of the FERC’s denial of our petition for declaratory order. An unfavorable resolution of that appeal could result in the impairment of a significant portion of the capitalized project costs, which total $377 million on a consolidated basis at December 31, 2018, and are included within Property, plant, and equipment – net in the Consolidated Balance Sheet. Beginning in April 2016, we discontinued capitalization of development costs related to this project. It is also possible that we could incur certain supplier-related costs in the event of a continued prolonged delay or termination of the project.

Cardinal

We own a 66 percent interest in Cardinal, a subsidiary that provides gathering services for the Utica Shale region and is a VIE due to certain risks shared with customers. We are the primary beneficiary because we have the power to direct the activities that most significantly impact Cardinal’s economic performance. Future expansion activity is expected to be funded with capital contributions from us and the other equity partner on a proportional basis.

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

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

December 31,
20182017 (1)Classification
(Millions)
Assets (liabilities):
Cash and cash equivalents$33$881Cash and cash equivalents
Trade accounts and other receivables – net62972Trade accounts and other receivables
Inventories—113Inventories
Other current assets2176Other current assets and deferred charges
Investments—6,552Investments
Property, plant, and equipment – net2,36327,912Property, plant, and equipment – net
Intangible assets – net1,1778,790Intangible assets – net of accumulated amortization
Regulatory assets, deferred charges, and other noncurrent assets—507Regulatory assets, deferred charges, and other
Accounts payable(15)(957)Accounts payable
Accrued liabilities including current asset retirement obligations(115)(857)Accrued liabilities
Long-term debt due within one year—(501)Long-term debt due within one year
Long-term debt—(15,996)Long-term debt
Deferred income tax liabilities—(16)Deferred income tax liabilities
Noncurrent asset retirement obligations(105)(944)Regulatory liabilities, deferred income, and other
Long-term deferred income(159)(1,119)Regulatory liabilities, deferred income, and other
Regulatory liabilities and other—(1,690)Regulatory liabilities, deferred income, and other
(1)Includes WPZ, which was a consolidated VIE at December 31, 2017 (see Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies).

Nonconsolidated VIEs

Jackalope

We own a 50 percent interest in Jackalope, which provides gathering and processing services for the Powder River basin and is a VIE due to certain risks shared with customers. Prior to the second quarter of 2018 we were the primary beneficiary of Jackalope. During the second quarter of 2018, the scope of Jackalope’s planned future activities changed, resulting in a VIE reconsideration event. Upon evaluation, we determined that we are no longer the primary beneficiary, most notably due to changes in the activities that most significantly impact Jackalope’s economic performance and our determination that we do not control the power to direct such activities. These activities are primarily related to the capital decision making process. As a result, we deconsolidated Jackalope on June 30, 2018 and now account for our interest using the equity method of accounting as we exert significant influence over the financial and operational policies of Jackalope (see Note 6 – Investing Activities). At December 31, 2018, the carrying value of our investment in Jackalope was $343 million. Our maximum exposure to loss is limited to the carrying value of our investment. Jackalope is currently undertaking an expansion project with a remaining cost up to approximately $350 million as of December 31, 2018, which will be funded on a proportional basis.

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

Brazos Permian II

We own a 15 percent interest in Brazos Permian II (see Note 6 – Investing Activities), 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. At December 31, 2018, the carrying value of our investment in Brazos Permian II was $191 million. Our maximum exposure to loss is limited to the carrying value of our investment.

Note 5 – Related Party Transactions

Transactions with Equity-Method Investees

We have purchases from our equity-method investees included in Product costs in the Consolidated Statement of Operations of $236 million, $226 million, and $180 million for the years ended 2018, 2017, and 2016, respectively. We have $18 million and $20 million included in Accounts payable in the Consolidated Balance Sheet with our equity-method investees at December 31, 2018 and 2017, respectively.

We have operating agreements with certain equity-method investees. These operating agreements typically provide for reimbursement or payment to us for certain direct operational payroll and employee benefit costs, materials, supplies, and other charges and also for management services. The total charges to equity-method investees for these fees are $75 million, $67 million, and $66 million for the years ended 2018, 2017, and 2016, respectively.

Board of Directors

A former member of our Board of Directors, who was elected in 2013 and resigned during 2016, is also the current chairman, president, and chief executive officer of an energy services company that is a customer of ours. We recorded $144 million in Service revenues in the Consolidated Statement of Operations from this company for transportation and storage of natural gas for the year ended December 31, 2016.

Note 6 – Investing Activities

Brazos Permian II Equity-Method Investment

During the fourth quarter of 2018, we contributed the majority of our existing Delaware basin assets and $27 million in cash in exchange for a 15 percent interest in the Brazos Permian II, which consists of gas and crude oil gathering pipelines, natural gas processing, and oil storage facilities. We recorded a deconsolidation gain of $141 million reflected in Other investing income (loss) – net in the Consolidated Statement of Operations reflecting the excess of the fair value of our acquired interest over the carrying value of the assets contributed. We estimated the fair value of our interest to be $192 million primarily using a market approach (a Level 3 measurement within the fair value hierarchy). This approach involved the observation of recent transaction multiples in the Permian basin, including recent acquisitions consummated during 2018. Our interest in Brazos Permian II is considered an equity-method investment due to the fact that we are able to exert significant influence over its operating and financial policies.

RMM Equity-Method Investment

During the third quarter of 2018, our joint venture, RMM, purchased a natural gas and oil gathering and natural gas processing business in Colorado’s Denver-Julesburg basin. Our initial economic ownership was 40 percent, which has since increased to 50 percent at December 31, 2018, based on additional capital contributions made since the initial purchase.

Jackalope Deconsolidation

During the second quarter of 2018, we deconsolidated our interest in Jackalope (see Note 4 – Variable Interest Entities). We recorded our interest in Jackalope as an equity-method investment at its estimated fair value, resulting in a deconsolidation gain of $62 million reflected in Other investing income (loss) – net in the Consolidated Statement of Operations. We estimated the fair value of our interest to be $310 million using an income approach based on expected

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

future cash flows and an appropriate discount rate (a Level 3 measurement within the fair value hierarchy). The determination of expected future cash flows involved significant assumptions regarding gathering and processing volumes and related capital spending. A 10.9 percent discount rate was utilized and reflected our estimate of the cost of capital as impacted by market conditions and risks associated with the underlying business. The deconsolidated carrying value of the net assets of Jackalope included $47 million of goodwill.

Acquisition of Additional Interests in Appalachia Midstream Investments

During the first quarter of 2017, we exchanged all of our 50 percent interest in DBJV for an increased interest in two natural gas gathering systems that are part of the Appalachia Midstream Investments and $155 million in cash. This transaction was recorded based on our estimate of the fair value of the interests received as we have more insight to this value as we operate the underlying assets. Following this exchange, we have an approximate average 66 percent interest in the Appalachia Midstream Investments. We continue to account for this investment under the equity method of accounting due to the significant participatory rights of our partners such that we do not exercise control. We also sold all of our interest in Ranch Westex JV LLC (Ranch Westex) for $45 million. These transactions resulted in a total gain of $269 million reflected in Other investing income (loss) – net in the Consolidated Statement of Operations.

The fair value of the increased interests in the Appalachia Midstream Investments received as consideration was estimated to be $1.1 billion using an income approach based on expected cash flows and an appropriate discount rate (a Level 3 measurement within the fair value hierarchy). The determination of estimated future cash flows involved significant assumptions regarding gathering volumes, rates, and related capital spending. A 9.5 percent discount rate was utilized and reflected our estimate of the cost of capital as impacted by market conditions and risks associated with the underlying business.

Impairment of equity-method investments

The following table presents other-than-temporary impairment charges related to certain equity-method investments (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk):

Years Ended December 31,
201820172016
(Millions)
Northeast G&P
UEOM$32$—$—
Appalachia Midstream Investments——294
Laurel Mountain——50
West
DBJV——59
Ranch Westex——24
Other——3
$32$—$430

Other investing income (loss) – net

In 2016, we recognized a $27 million gain from the sale of an equity-method investment interest in a gathering system that was part of the Appalachia Midstream Investments.

Other investing income (loss) – net also includes $36 million of interest income for 2016 associated with a receivable related to the sale of certain former Venezuela assets. Due to changes in circumstances that led to late payments and increased uncertainty regarding the recovery of the receivable, we began accounting for the receivable under a cost recovery model in first quarter 2015. Subsequently, we received payments greater than the remaining carrying amount of the receivable, which resulted in the recognition of interest income.

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

Investments

Ownership Interest at December 31, 2018December 31,
20182017
(Millions)
Equity-method investments:
Appalachia Midstream Investments(1)$3,218$3,104
UEOM62%1,2931,383
RMM50%776—
Discovery60%507534
OPPL50%415422
Caiman II58%412429
Jackalope50%343—
Laurel Mountain69%314309
Gulfstream50%225244
Brazos Permian II15%191—
OtherVarious127127
$7,821$6,552
(1)Includes equity-method investments in multiple gathering systems in the Marcellus Shale with an approximate average 66 percent interest.

We have differences between the carrying value of our equity-method investments and the underlying equity in the net assets of the investees of $1.8 billion at December 31, 2018 and 2017. These differences primarily relate to our investments in Appalachia Midstream Investments and UEOM resulting from property, plant, and equipment, as well as customer-based intangible assets and goodwill.

Purchases of and contributions to equity-method investments

We generally fund our portion of significant expansion or development projects of these investees through additional capital contributions. These transactions increased the carrying value of our investments and included:

Years Ended December 31,
201820172016
(Millions)
RMM$795$—$—
Appalachia Midstream Investments2467028
Jackalope42——
Brazos Permian II27——
Laurel Mountain16——
Discovery51—
DBJV—32105
Caiman II—2422
Other1522
$1,132$132$177
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

Dividends and distributions

The organizational documents of entities in which we have an equity-method investment generally require distribution of available cash to members on at least a quarterly basis. These transactions reduced the carrying value of our investments and included:

Years Ended December 31,
201820172016
(Millions)
Appalachia Midstream Investments$297$270$211
Gulfstream9392100
OPPL736869
UEOM708092
Caiman II464940
Discovery45127141
DBJV—3939
Laurel Mountain233228
Other462722
$693$784$742

In addition, on September 24, 2015, we received a special distribution of $396 million from Gulfstream reflecting our proportional share of the proceeds from new debt issued by Gulfstream. The new debt was issued to refinance Gulfstream’s debt maturities. Subsequently, we contributed $248 million and $148 million to Gulfstream for our proportional share of amounts necessary to fund debt maturities of $500 million due on November 1, 2015, and $300 million due on June 1, 2016, respectively.

Summarized Financial Position and Results of Operations of All Equity-Method Investments

December 31,
20182017
(Millions)
Assets (liabilities):
Current assets$834$447
Noncurrent assets13,1999,181
Current liabilities(605)(295)
Noncurrent liabilities(2,491)(1,538)
Years Ended December 31,
201820172016
(Millions)
Gross revenue$2,411$1,961$1,883
Operating income804871799
Net income795806726
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

Note 7 – Other Income and Expenses

The following table presents certain gains or losses reflected in Other (income) expense – net within Costs and expenses in the Consolidated Statement of Operations:

Years Ended December 31,
201820172016
(Millions)
Atlantic-Gulf
Amortization of regulatory assets associated with asset retirement obligations$33$33$33
Accrual of regulatory liability related to overcollection of certain employee expenses222225
Project development costs related to Constitution (Note 4)41628
Gains on asset retirements(12)—(11)
West
Gains on contract settlements and terminations—(15)—
Regulatory charge per approved rates related to Tax Reform24——
Charge for regulatory liability associated with the decrease in Northwest Pipeline’s estimated deferred state income tax rates following WPZ Merger12——
Other
Gain on sale of Refinery Grade Propylene Splitter—(12)—
Loss on sale of Canadian operations (Note 3)—566
Net foreign currency exchange (gains) losses (1)——10
Gain on sale of unused pipe——(10)
Benefit of regulatory asset associated with increase in Transco’s estimated deferred state income tax rate following WPZ Merger(37)——
(1)Primarily relates to gains and losses incurred on foreign currency transactions and the remeasurement of U.S. dollar-denominated current assets and liabilities within our former Canadian operations (see Note 3 – Divestitures).

Additional Items

Certain additional items included in the Consolidated Statement of Operations are as follows:

•Service revenues for the year ended December 31, 2016, includes $173 million associated with the amortization of deferred income related to the restructuring of certain gas gathering contracts in the Barnett Shale and Mid-Continent regions within the West segment.
•Service revenues for the year ended December 31, 2016 were reduced by $15 million related to potential refunds associated with a ruling received in certain rate case litigation within the Atlantic-Gulf segment.
•Selling, general, and administrative expenses for the year ended December 31, 2018, includes a $35 million charge associated with a charitable contribution of preferred stock to The Williams Companies Foundation, Inc. (a not-for-profit corporation) within the Other segment (see Note 15 – Stockholders' Equity). Selling, general, and administrative expenses for the year ended December 31, 2018, also includes $20 million for WPZ Merger related costs within the Other segment.
•Selling, general, and administrative expenses and Operating and maintenance expenses for the year ended December 31, 2017, included $22 million in severance and other related costs within the Other segment. The year ended December 31, 2016, included $42 million in severance and other related costs associated with an
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

approximate 10 percent reduction in workforce in the first quarter of 2016, comprised of $3 million associated with the Northeast G&P segment, $8 million associated with the Atlantic-Gulf segment, $13 million associated with the West segment, and $18 million associated with the Other segment.

•Selling, general, and administrative expenses for the years ended December 31, 2017 and 2016 included $9 million and $47 million, respectively, of costs associated with our evaluation of strategic alternatives within the Other segment. Selling, general, and administrative expenses for the year ended December 31, 2016, also included $61 million of project development costs related to a proposed propane dehydrogenation facility in Alberta, Canada within the Other segment. Beginning in the first quarter of 2016, these costs did not qualify for capitalization.
•Other income (expense) – net below Operating income (loss) includes $89 million, $71 million, and $66 million for equity AFUDC primarily within the Atlantic-Gulf segment for the years ended December 31, 2018, 2017, and 2016, respectively. Other income (expense) – net below Operating income (loss) also includes $35 million, $52 million, and $23 million for the years ended December 31, 2018, 2017, and 2016, respectively, of income associated with regulatory assets related to the effects of deferred taxes on equity funds used during construction primarily within the Other segment.
•Other income (expense) – net below Operating income (loss) for the year ended December 31, 2018, includes a $7 million net loss associated with the March 28, 2018, early retirement of $750 million of 4.875 percent senior unsecured notes that were due in 2024. The net loss within the Other segment reflects $34 million in premiums paid, partially offset by $27 million of unamortized premium. The year ended December 31, 2017, included a net gain of $30 million associated with the February 23, 2017, early retirement of $750 million of 6.125 percent senior unsecured notes that were due in 2022 and a net loss of $3 million associated with the July 3, 2017, early retirement of $1.4 billion of 4.875 percent senior unsecured notes that were due in 2023. The net gain for the February 23, 2017, early retirement within the Other segment reflects $53 million of unamortized premium, partially offset by $23 million in premiums paid. The net loss for the July 3, 2017, early retirement within the Other segment reflects $51 million of unamortized premium, offset by $54 million in premiums paid (see Note 14 – Debt, Banking Arrangements, and Leases).
•Other income (expense) – net below Operating income (loss) includes settlement charge expense related to the program to pay out certain deferred vested pension benefits as follows (see Note 10 – Employee Benefit Plans):
Years Ended December 31,
20182017
(Millions)
Atlantic-Gulf$7$15
Northeast47
West613
Other535
•Other income (expense) – net below Operating income (loss) for the year ended December 31, 2017, included a $102 million charge for regulatory assets associated with the effects of deferred taxes on equity funds used during construction as a result of Tax Reform, comprised of $33 million within the Atlantic-Gulf segment, $6 million within the West segment, and $63 million within the Other segment (see Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies).
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

Note 8 – Provision (Benefit) for Income Taxes

The Provision (benefit) for income taxes includes:

Years Ended December 31,
201820172016
(Millions)
Current:
Federal$(83)$15$—
State1232
Foreign——(1)
(82)381
Deferred:
Federal183(2,004)(6)
State37(8)61
Foreign——(81)
220(2,012)(26)
Provision (benefit) for income taxes$138$(1,974)$(25)

Reconciliations from the Provision (benefit) at statutory rate to recorded Provision (benefit) for income taxes are as follows:

Years Ended December 31,
201820172016
(Millions)
Provision (benefit) at statutory rate$69$187$(131)
Increases (decreases) in taxes resulting from:
Impact of nontaxable noncontrolling interests(73)(117)(22)
Federal Tax Reform rate change—(1,932)—
State income taxes (net of federal benefit)(10)(17)3
State deferred income tax rate change382643
Foreign operations – net (including tax effect of Canadian Sale)—(127)78
Valuation allowance105——
Translation adjustment of certain unrecognized tax benefits——(1)
Other – net965
Provision (benefit) for income taxes$138$(1,974)$(25)

Income (loss) before income taxes includes $3 million, $7 million, and $885 million of foreign loss in 2018, 2017, and 2016, respectively.

Foreign operations – net (including tax effect of Canadian Sale) in 2016 reflects a valuation allowance associated with impairments and losses on the sale of our Canadian operations (see Note 3 – Divestitures) and the reversal of anticipatory foreign tax credits, partially offset by the tax effect of the impairments associated with our Canadian disposition. 2017 reflects the release of this valuation allowance.

On December 22, 2017, Tax Reform was enacted. Most of the provisions of Tax Reform were effective after January 1, 2018. However, the deferred tax impact of reducing the U.S. corporate tax rate from 35 percent to 21 percent was recognized in the period of enactment. This remeasurement resulted in a reduction of our deferred tax liabilities of approximately $1.9 billion, with a corresponding net adjustment to Provision (benefit) for income taxes in 2017.

During the course of audits of our business by domestic and foreign tax authorities, we frequently face challenges regarding the amount of taxes due. These challenges include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the liability associated with our various

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

filing positions, we apply the two-step process of recognition and measurement. In association with this liability, we record an estimate of related interest and tax exposure as a component of our tax provision. The impact of this accrual is included within Other – net in our reconciliation of the Provision (benefit) at statutory rate to recorded Provision (benefit) for income taxes.

Significant components of Deferred income tax liabilities and Deferred income tax assets are as follows. Following the WPZ Merger, the attributes below are presented based on the underlying assets.

December 31,
20182017
(Millions)
Deferred income tax liabilities:
Property, plant and equipment$2,317$—
Investments2953,565
Other3019
Total deferred income tax liabilities2,6423,584
Deferred income tax assets:
Accrued liabilities66753
Minimum tax credit71155
Foreign tax credit140140
Federal loss carryovers147—
State losses and credits319283
Other9430
Total deferred income tax assets1,438661
Less valuation allowance320224
Net deferred income tax assets1,118437
Overall net deferred income tax liabilities$1,524$3,147

The valuation allowance at December 31, 2018 and 2017 serves to reduce the available deferred income tax assets to an amount that will, more likely than not, be realized. We consider all available positive and negative evidence, including projected future taxable income, which incorporates available tax planning strategies, and management’s estimate of future reversals of existing taxable temporary differences, and have determined that a portion of our deferred income tax assets related to the Foreign tax credit and State losses and credits may not be realized. The Valuation allowance change from 2017 is primarily due to a $105 million valuation allowance associated with foreign tax credits, that expire between 2024 and 2028. The completion of the WPZ Merger (see Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies) was a taxable exchange to the WPZ unit holders, which resulted in an adjustment to the tax basis in the underlying assets deemed acquired. A reduction to the deferred tax liability of $1.829 billion related to the book-tax basis difference in this investment has been recorded. Increased tax depreciation from the additional tax basis will reduce future taxable income, which serves to impact our expected realization of the Foreign tax credit. The amounts presented in the table above are, with respect to state items, before any federal benefit. The change from prior year for the State losses and credits reflects increases in losses and credits generated in the current and prior years less losses and/or credits utilized in the current year. We have loss and credit carryovers in multiple state taxing jurisdictions. Additionally, valuation allowances on state net operating losses decreased by $31 million after the completion of the WPZ Merger. These attributes generally expire between 2019 and 2038 with some carryovers having indefinite carryforward periods. The remaining federal Minimum tax credit of $71 million will be refunded/utilized no later than 2021.

Federal loss carryovers includes deferred tax assets of $5 million at the end of 2018 that are expected to be utilized by us prior to expiration between 2019 and 2023. Deferred tax assets on net operating loss carryovers of $142 million have no expiration date.

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

Cash payments for income taxes (net of refunds) were $11 million, $28 million, and $5 million in 2018, 2017, and 2016, respectively.

As of December 31, 2018, we had approximately $51 million of unrecognized tax benefits. If recognized, income tax expense would be reduced by $51 million and $50 million for 2018 and 2017, respectively, including the effect of these changes on other tax attributes, with state income tax amounts included net of federal tax effect. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

20182017
(Millions)
Balance at beginning of period$50$50
Additions for tax positions of prior years1—
Balance at end of period$51$50

We recognize related interest and penalties as a component of Provision (benefit) for income taxes. Total interest and penalties recognized as part of income tax provision were expenses of $800 thousand and $300 thousand for 2018 and 2016, respectively, and a benefit of $400 thousand for 2017. Approximately $3 million and $2 million of interest and penalties primarily relating to uncertain tax positions have been accrued as of December 31, 2018 and 2017, respectively.

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.

Consolidated U.S. Federal income tax returns are open to Internal Revenue Service (IRS) examination for years after 2010. As of December 31, 2018, examinations of tax returns for 2011 through 2013 are currently in process. We do not expect material changes in our financial position resulting from these examinations. The statute of limitations for most states expires one year after expiration of the IRS statute. Generally, tax returns for our previously owned Canadian entities are open to audit for tax years after 2013. Tax years 2013 through 2016 are currently under examination. We have indemnified the purchaser for any adjustments to Canadian tax returns for periods prior to the sale of our Canadian operations in September 2016.

Note 9 – Earnings (Loss) Per Common Share

Years Ended December 31,
201820172016
(Dollars in millions, except per-share amounts; shares in thousands)
Net income (loss) available to common stockholders$(156)$2,174$(424)
Basic weighted-average shares973,626826,177750,673
Effect of dilutive securities:
Nonvested restricted stock units—1,704—
Stock options—637—
Diluted weighted-average shares (1)973,626828,518750,673
Earnings (loss) per common share:
Basic$(.16)$2.63$(.57)
Diluted$(.16)$2.62$(.57)
(1)For the years ended December 31, 2018 and December 31, 2016, 2.0 million and 0.6 million weighted-average nonvested restricted stock units, respectively, and 0.5 million and 0.5 million weighted-average stock options, respectively, have been excluded from the computation of diluted earnings (loss) per common share as their inclusion would be antidilutive due to our loss attributable to The Williams Companies, Inc.
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

Note 10 – Employee Benefit Plans

We have noncontributory defined benefit pension plans in which all eligible employees participate. Currently, eligible employees earn benefits primarily based on a cash balance formula. At the time of retirement, participants may elect, to the extent they are eligible for the various options, to receive annuity payments, a lump-sum payment, or a combination of annuity and lump-sum payments. In addition to our pension plans, we currently provide subsidized retiree medical and life insurance benefits (other postretirement benefits) to certain eligible participants. Generally, employees hired after December 31, 1991, are not eligible for the subsidized retiree medical benefits, except for participants that were employees or retirees of Transco Energy Company on December 31, 1995. Subsidized retiree medical benefits for eligible participants age 65 and older are paid through contributions to health reimbursement accounts. Subsidized retiree medical benefits for eligible participants under age 65 are provided through a self-insured medical plan sponsored by us. The self-insured retiree medical plan provides for retiree contributions and contains other cost-sharing features such as deductibles, co-payments, and co-insurance. The accounting for this plan anticipates estimated future increases to our contribution levels to the health reimbursement accounts for participants age 65 and older, as well as future cost-sharing that is consistent with our expressed intent to increase the retiree contribution level generally in line with health care cost increases for participants under age 65.

In November 2018, we announced changes to our defined benefit pension plans and our defined contribution plan. Eligible employees hired or rehired on or after January 1, 2019, will not be eligible to participate in the pension plan, but will be eligible for an additional fixed annual contribution made by us to the defined contribution plan. Additionally, as of January 1, 2020, certain active eligible employees will no longer receive future compensation credits under the defined benefit pension plan, but will be eligible for an additional fixed annual contribution made by us to the defined contribution plan. Also as of January 1, 2020, certain active eligible employees will continue to receive compensation credits under the defined benefit pension plans and these employees will not be eligible to receive the fixed annual contribution under the defined contribution plan. As a result of this amendment, a curtailment gain and a prior service credit were recorded to Accumulated other comprehensive income (loss). The amounts of the curtailment gain and prior service credit were not significant and are reported in Net actuarial gain (loss) within the subsequent tables of changes in benefit obligations, amounts included in Accumulated other comprehensive income (loss), and other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) before taxes.

In September 2017, we initiated a program to pay out certain deferred vested pension benefits to reduce investment risk, cash funding volatility, and administrative costs. In December 2017 and August 2018, lump-sum payments were made, and annuity payments commenced in relation to this program. As a result of these lump-sum payments, as well as lump-sum benefit payments made throughout 2017 and 2018, settlement accounting was required. We settled $103 million in liabilities of our pension plans in 2018 and $261 million in 2017 and recognized pre-tax, noncash settlement charges of $23 million in 2018 and $71 million in 2017, which are substantially reported in Other income (expense) – net below Operating income (loss) in the Consolidated Statement of Operations (see Note 7 – Other Income and Expenses). These amounts are included within the subsequent tables of changes in benefit obligations and plan assets, net periodic benefit cost (credit), and other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) before taxes.

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

Funded Status

The following table presents the changes in benefit obligations and plan assets for pension benefits and other postretirement benefits for the years indicated:

Pension BenefitsOther Postretirement Benefits
2018201720182017
(Millions)
Change in benefit obligation:
Benefit obligation at beginning of year$1,319$1,466$206$197
Service cost505011
Interest cost465978
Plan participants’ contributions——23
Benefits paid(35)(35)(13)(14)
Net actuarial loss (gain)(90)40(17)11
Settlements(103)(261)——
Net increase (decrease) in benefit obligation(132)(147)(20)9
Benefit obligation at end of year1,1871,319186206
Change in plan assets:
Fair value of plan assets at beginning of year1,2271,254227208
Actual return on plan assets(45)184(7)25
Employer contributions888555
Plan participants’ contributions——23
Benefits paid(35)(35)(13)(14)
Settlements(103)(261)——
Net increase (decrease) in fair value of plan assets(95)(27)(13)19
Fair value of plan assets at end of year1,1321,227214227
Funded status — overfunded (underfunded)$(55)$(92)$28$21
Accumulated benefit obligation$1,171$1,294

The overfunded (underfunded) status of our pension plans and other postretirement benefit plan presented in the previous table are recognized in the Consolidated Balance Sheet within the following accounts:

December 31,
20182017
(Millions)
Underfunded pension plans:
Current liabilities$(2)$(2)
Noncurrent liabilities(53)(90)
Overfunded (underfunded) other postretirement benefit plan:
Current liabilities(6)(6)
Noncurrent assets3427

The plan assets within our other postretirement benefit plan is intended to be used for the payment of benefits for certain groups of participants. The Current liabilities for the other postretirement benefit plan represent the current portion of benefits expected to be payable in the subsequent year for the groups of participants whose benefits are not expected to be paid from plan assets.

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

The pension plans’ benefit obligation Net actuarial loss (gain) of $(90) million in 2018 is primarily due to the impact of an increase in the discount rates utilized to calculate the benefit obligation. The pension plans’ benefit obligation Net actuarial loss (gain) of $40 million in 2017 is primarily due to the impact of a decrease in the discount rates utilized to calculate the benefit obligation.

The 2018 benefit obligation Net actuarial loss (gain) of $(17) million for our other postretirement benefit plan is primarily due to an increase in the discount rate used to calculate the benefit obligation. The 2017 benefit obligation Net actuarial loss (gain) of $11 million for our other postretirement benefit plan is primarily due to a decrease in the discount rate used to calculate the benefit obligation.

At December 31, 2018, one of our pension plans had plan assets in excess of its accumulated benefit obligation. For our other pension plans, the accumulated benefit obligation of $367 million exceeded plan assets of $326 million. All of our pension plans had a projected benefit obligation in excess of plan assets at December 31, 2018. At December 31, 2017, all of our pension plans had a projected benefit obligation and accumulated benefit obligation in excess of plan assets.

Pre-tax amounts not yet recognized in Net periodic benefit cost (credit) at December 31 are as follows:

Pension BenefitsOther Postretirement Benefits
2018201720182017
(Millions)
Amounts included in Accumulated other comprehensive income (loss):
Net actuarial loss$(347)$(375)$(12)$(21)
Amounts included in regulatory liabilities associated with Transco and Northwest Pipeline:
Prior service creditN/AN/A$—$2
Net actuarial gainN/AN/A414

In addition to the regulatory liabilities included in the previous table, differences in the amount of actuarially determined Net periodic benefit cost (credit) for our other postretirement benefit plan and the other postretirement benefit costs recovered in rates for Transco and Northwest Pipeline are deferred as a regulatory asset or liability. We have regulatory liabilities of $116 million at December 31, 2018 and $108 million at December 31, 2017, related to these deferrals. Additionally, Transco recognizes a regulatory liability for rate collections in excess of its amount funded to the tax-qualified pension plans. At December 31, 2018 and 2017, these regulatory liabilities were $49 million and $33 million, respectively. These pension and other postretirement plans amounts will be reflected in future rates based on the rate structures of these gas pipelines.

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

Net Periodic Benefit Cost (Credit)

Net periodic benefit cost (credit) for the years ended December 31 consist of the following:

Pension BenefitsOther Postretirement Benefits
201820172016201820172016
(Millions)
Components of net periodic benefit cost (credit):
Service cost$50$50$54$1$1$1
Interest cost465962788
Expected return on plan assets(63)(82)(85)(11)(11)(12)
Amortization of prior service credit———(2)(13)(15)
Amortization of net actuarial loss232730———
Net actuarial loss from settlements23712———
Reclassification to regulatory liability———234
Net periodic benefit cost (credit)$79$125$63$(3)$(12)$(14)

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.

Items Recognized in Other Comprehensive Income (Loss) and Regulatory Assets and Liabilities

Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss) before taxes for the years ended December 31 consist of the following:

Pension BenefitsOther Postretirement Benefits
201820172016201820172016
(Millions)
Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss):
Net actuarial gain (loss)$(18)$62$(23)$9$(3)$—
Amortization of prior service credit————(5)(6)
Amortization of net actuarial loss232730———
Net actuarial loss from settlements23712———
Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss)$28$160$9$9$(8)$(6)

Other changes in plan assets and benefit obligations for our other postretirement benefit plan associated with Transco and Northwest Pipeline are recognized in regulatory assets and liabilities. Amounts recognized in regulatory assets and liabilities for the years ended December 31 consist of the following:

201820172016
(Millions)
Other changes in plan assets and benefit obligations recognized in regulatory (assets) and liabilities:
Net actuarial gain (loss)$(10)$6$2
Amortization of prior service credit(2)(8)(9)
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

Key Assumptions

The weighted-average assumptions utilized to determine benefit obligations as of December 31 are as follows:

Pension BenefitsOther Postretirement Benefits
2018201720182017
Discount rate4.34%3.66%4.39%3.71%
Rate of compensation increase4.834.93N/AN/A
Cash balance interest crediting rate4.254.25N/AN/A

The weighted-average assumptions utilized to determine Net periodic benefit cost (credit) for the years ended December 31 are as follows:

Pension BenefitsOther Postretirement Benefits
201820172016201820172016
Discount rate3.67%4.17%4.37%3.71%4.27%4.50%
Expected long-term rate of return on plan assets5.346.456.854.955.536.11
Rate of compensation increase4.934.874.88N/AN/AN/A
Cash balance interest crediting rate4.254.254.25N/AN/AN/A

The mortality assumptions used to determine the benefit obligations for our pension and other postretirement benefit plans reflect generational projection mortality tables.

The assumed health care cost trend rate for 2019 is 7.5 percent. This rate decreases to 4.5 percent by 2026.

Plan Assets

Plan assets for our pension and other postretirement benefit plans consist primarily of equity and fixed income securities including mutual funds and commingled investment funds invested in equity and fixed income securities. The plans’ investment policy provides for a strategy in accordance with the Employee Retirement Income Security Act (ERISA), which governs the investment of the assets in a diversified portfolio. The plans follow a policy of diversifying the investments across various asset classes and investment managers. Additionally, the investment returns on approximately 38 percent of the other postretirement benefit plan assets are subject to income tax; therefore, certain investments are managed in a tax efficient manner.

The investment policy for the pension plans includes a general target asset allocation at December 31, 2018, of 25 percent equity securities and 75 percent fixed income securities. The target allocation includes the investments in equity and fixed income mutual funds and commingled investment funds. The investment policy allows for a broad range of asset allocations that permit the plans to de-risk in response to changes in the plans’ funded status.

Equity securities may include U.S. equities and non-U.S. equities. Investment in Williams’ securities or an entity in which Williams has a majority ownership is prohibited except where these securities may be owned in a commingled investment fund in which the plans’ trusts invest. No more than 5 percent of the total stock portfolio valued at market may be invested in the common stock of any one corporation.

Fixed income securities may consist of U.S. as well as international instruments, including emerging markets. The fixed income strategies may invest in government, corporate, asset-backed securities, and mortgage-backed obligations. The weighted-average credit rating of the fixed income strategies must be at least “investment grade” including ratings by Moody’s and/or Standard & Poor’s. No more than 5 percent of the total fixed income portfolio may be invested in

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

the fixed income securities of any one issuer with the exception of bond index funds and U.S. government guaranteed and agency securities.

The following securities and transactions are not authorized: unregistered securities, commodities or commodity contracts, short sales or margin transactions, or other leveraging strategies. Investment strategies using direct investments in derivative securities require approval and, historically, have not been used; however, these instruments may be used in mutual funds and commingled investment funds held by the plans’ trusts. Additionally, real estate equity, natural resource property, venture capital, leveraged buyouts, and other high-return, high-risk investments are generally restricted.

There are no significant concentrations of risk within the plans’ investment securities because of the diversity of the types of investments, diversity of the various industries, and the diversity of the fund managers and investment strategies. Generally, the investments held in the plans are publicly traded, therefore, minimizing liquidity risk in the portfolio.

The fair values of our pension plan assets at December 31, 2018 and 2017 by asset class are as follows:

2018
Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
(Millions)
Pension assets:
Cash management fund$10$—$—$10
Equity securities:
U.S. large cap30——30
U.S. small cap22——22
Fixed income securities (1):
U.S. Treasury securities157——157
Government and municipal bonds—21—21
Mortgage and asset-backed securities—48—48
Corporate bonds—210—210
Insurance company investment contracts and other—6—6
$219$285$—504
Commingled investment funds measured at net asset value practical expedient (2):
Equities — U.S. large cap123
Equities — International small cap8
Equities — International emerging markets19
Equities — International developed markets51
Fixed income — U.S. long duration335
Fixed income — Corporate bonds92
Total assets at fair value at December 31, 2018$1,132
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)
2017
Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
(Millions)
Pension assets:
Cash management fund$17$—$—$17
Equity securities:
U.S. large cap62——62
U.S. small cap54——54
Fixed income securities (1):
U.S. Treasury securities103——103
Government and municipal bonds—15—15
Mortgage and asset-backed securities—47—47
Corporate bonds—158—158
Insurance company investment contracts and other—5—5
$236$225$—461
Commingled investment funds measured at net asset value practical expedient (2):
Equities — U.S. large cap265
Equities — International small cap26
Equities — International emerging markets41
Equities — International developed markets110
Fixed income — U.S. long duration205
Fixed income — Corporate bonds119
Total assets at fair value at December 31, 2017$1,227
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

The fair values of our other postretirement benefits plan assets at December 31, 2018 and 2017 by asset class are as follows:

2018
Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
(Millions)
Other postretirement benefit assets:
Cash management funds$11$—$—$11
Equity securities:
U.S. large cap20——20
U.S. small cap9——9
International developed markets large cap growth—5—5
Fixed income securities (1):
U.S. Treasury securities19——19
Government and municipal bonds—2—2
Mortgage and asset-backed securities—6—6
Corporate bonds—25—25
Mutual fund — Municipal bonds43——43
$102$38$—140
Commingled investment funds measured at net asset value practical expedient (2):
Equities — U.S. large cap14
Equities — International small cap1
Equities — International emerging markets2
Equities — International developed markets6
Fixed income — U.S. long duration40
Fixed income — Corporate bonds11
Total assets at fair value at December 31, 2018$214
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)
2017
Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total
(Millions)
Other postretirement benefit assets:
Cash management funds$11$—$—$11
Equity securities:
U.S. large cap25——25
U.S. small cap14——14
International developed markets large cap growth—6—6
Fixed income securities (1):
U.S. Treasury securities12——12
Government and municipal bonds—2—2
Mortgage and asset-backed securities—5—5
Corporate bonds—19—19
Mutual fund — Municipal bonds43——43
$105$32$—137
Commingled investment funds measured at net asset value practical expedient (2):
Equities — U.S. large cap31
Equities — International small cap3
Equities — International emerging markets5
Equities — International developed markets13
Fixed income — U.S. long duration24
Fixed income — Corporate bonds14
Total assets at fair value at December 31, 2017$227
(1)The weighted-average credit quality rating of the fixed income security portfolio is investment grade with a weighted-average duration of approximately 13 years for 2018 and 12 years for 2017.
(2)The stated intents of the funds vary based on each commingled fund’s investment objective. These objectives generally include strategies to replicate or outperform various market indices. Certain standard withdrawal restrictions generally apply, which may include redemption notification period restrictions ranging from 10 days to 30 days. Additionally, the fund managers retain the right to restrict withdrawals from and/or purchases into the funds so as not to disadvantage other investors in the funds. Generally, the funds also reserve the right to make all or a portion of the redemption in-kind rather than in cash or a combination of cash and in-kind.

The fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement of an asset.

Shares of the cash management funds and mutual funds are valued at fair value based on published market prices as of the close of business on the last business day of the year, which represents the net asset values of the shares held.

The fair values of equity securities traded on U.S. exchanges are derived from quoted market prices as of the close of business on the last business day of the year. The fair values of equity securities traded on foreign exchanges are also derived from quoted market prices as of the close of business on an active foreign exchange on the last business day of the year. However, the valuation requires translation of the foreign currency to U.S. dollars and this translation is considered an observable input to the valuation.

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

The fair values of all commingled investment funds are determined based on the net asset values per unit of each of the funds. The net asset values per unit represent the aggregate values of the funds’ assets at fair value less liabilities, divided by the number of units outstanding.

The fair values of fixed income securities, except U.S. Treasury securities, are determined using pricing models. These pricing models incorporate observable inputs such as benchmark yields, reported trades, broker/dealer quotes, and issuer spreads for similar securities to determine fair value. The U.S. Treasury securities are valued at fair value based on closing prices on the last business day of the year reported in the active market in which the security is traded.

There have been no significant changes in the preceding valuation methodologies used at December 31, 2018 and 2017. Additionally, there were no transfers or reclassifications of investments between Level 1 and Level 2 from December 2017 to December 2018. If transfers between levels had occurred, the transfers would have been recognized as of the end of the period.

Plan Benefit Payments and Employer Contributions

Following are the expected benefits to be paid by the plans. These estimates are based on the same assumptions previously discussed and reflect future service as appropriate. The actuarial assumptions are based on long-term expectations and include, but are not limited to, assumptions as to average expected retirement age and form of benefit payment. Actual benefit payments could differ significantly from expected benefit payments if near-term participant behaviors differ significantly from the actuarial assumptions.

Pension BenefitsOther Postretirement Benefits
(Millions)
2019$85$14
20208714
20219013
20229014
20238914
2024-202846759

In 2019, we expect to contribute approximately $60 million to our tax-qualified pension plans and approximately $3 million to our nonqualified pension plans, for a total of approximately $63 million, and approximately $6 million to our other postretirement benefit plans.

Defined Contribution Plan

We also maintain a defined contribution plan for the benefit of substantially all of our employees. Generally, plan participants may contribute a portion of their compensation on a pre-tax and after-tax basis in accordance with the plan’s guidelines. We match employees’ contributions up to certain limits. Our matching contributions charged to expense were $35 million in 2018, $34 million in 2017, and $36 million in 2016.

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

Note 11 – Property, Plant, and Equipment

The following table presents nonregulated and regulated Property, plant, and equipment – net as presented on the Consolidated Balance Sheet for the years ended:

Estimated Useful Life (1) (Years)Depreciation Rates (1) (%)December 31,
20182017
(Millions)
Nonregulated:
Natural gas gathering and processing facilities5 - 40$15,324$18,440
Construction in progressNot applicable778566
Other2 - 452,3562,776
Regulated:
Natural gas transmission facilities1.20 - 6.9717,31214,460
Construction in progressNot applicableNot applicable9651,637
Other5 - 451.35 - 33.331,9261,634
Total property, plant, and equipment, at cost38,66139,513
Accumulated depreciation and amortization(11,157)(11,302)
Property, plant, and equipment — net$27,504$28,211
(1)Estimated useful life and depreciation rates are presented as of December 31, 2018. Depreciation rates and estimated useful lives for regulated assets are prescribed by the FERC.

Depreciation and amortization expense for Property, plant, and equipment – net was $1.392 billion, $1.389 billion, and $1.407 billion in 2018, 2017, and 2016, respectively.

Regulated Property, plant, and equipment – net includes approximately $586 million and $626 million at December 31, 2018 and 2017, respectively, related to amounts in excess of the original cost of the regulated facilities within our gas pipeline businesses as a result of our prior acquisitions. This amount is being amortized over 40 years using the straight-line amortization method. Current FERC policy does not permit recovery through rates for amounts in excess of original cost of construction.

Asset Retirement Obligations

Our accrued obligations relate to underground storage caverns, offshore platforms and pipelines, fractionation and compression facilities, gas gathering well connections and pipelines, and gas transmission pipelines and facilities. At the end of the useful life of each respective asset, we are legally obligated to plug storage caverns and remove any related surface equipment, to restore land and remove surface equipment at gas processing, fractionation, and compression facilities, to dismantle offshore platforms and appropriately abandon offshore pipelines, to cap certain gathering pipelines at the wellhead connection and remove any related surface equipment, and to remove certain components of gas transmission facilities from the ground.

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

The following table presents the significant changes to our ARO, of which $968 million and $946 million are included in Regulatory liabilities, deferred income, and other with the remaining current portion in Accrued liabilities at December 31, 2018 and 2017, respectively.

December 31,
20182017
(Millions)
Beginning balance$998$862
Liabilities incurred2133
Liabilities settled(19)(16)
Accretion expense (1)71141
Revisions (2)(39)(22)
Ending balance$1,032$998
(1)The decrease in accretion expense in 2018 primarily reflects the absence of a 2017 adjustment associated with obligations identified from certain Transco land agreements.
(2)Several factors are considered in the annual review process, including inflation rates, current estimates for removal cost, market risk premiums, discount rates, and the estimated remaining useful life of the assets. The 2018 revisions reflect changes in removal cost estimates, decreases in the estimated remaining useful life of certain assets and increases in the discount rates used in the annual review process. The 2017 revisions reflect changes in removal cost estimates and decreases in the estimated remaining useful life of certain assets and discount rates used in the annual review process.

The funds Transco collects through a portion of its rates to fund its ARO are deposited into an external trust account dedicated to funding its ARO (ARO Trust). (See Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk.) Under its current rate settlement, Transco’s annual funding obligation is approximately $36 million, with installments to be deposited monthly.

Note 12 – Other Intangible Assets

The gross carrying amount and accumulated amortization of other intangible assets, included in Intangible assets – net of accumulated amortization, at December 31 are as follows:

20182017
Gross Carrying AmountAccumulated AmortizationGross Carrying AmountAccumulated Amortization
(Millions)
Contractual customer relationships$9,232$(1,465)$10,027$(1,283)

Other intangible assets primarily relate to gas gathering, processing, and fractionation contractual customer relationships recognized in acquisitions. The decrease in the gross carrying amount of other intangible assets during 2018 is primarily related to the impairment of certain assets located in the Barnett Shale and the deconsolidation of our interest in Jackalope (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk and Note 6 – Investing Activities, respectively). These decreases are the primary reasons for the difference between the change in accumulated amortization during 2018 indicated above and the amortization expense for 2018 noted below. Other intangible assets are being amortized on a straight-line basis over an initial period of 30 years which represents a portion of the term over which the contractual customer relationships are expected to contribute to our cash flows.

We expense costs incurred to renew or extend the terms of our gas gathering, processing, and fractionation contracts with customers based on the estimated future revenues during the contract periods (the weighted-average periods prior to the next renewal or extension of the associated contractual customer relationships as estimated at the time of the

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

acquisition). Although a significant portion of the expected future cash flows associated with these contractual customer relationships are dependent on our ability to renew or extend the arrangements beyond the initial contract periods, these expected future cash flows are significantly influenced by the scope and pace of our producer customers’ drilling programs. Once producer customers’ wells are connected to our gathering infrastructure, their likelihood of switching to another provider before the wells are abandoned is reduced due to the significant capital investment required.

The amortization expense related to other intangible assets was $333 million, $347 million, and $356 million in 2018, 2017, and 2016, respectively. The estimated amortization expense for each of the next five succeeding fiscal years is approximately $312 million.

Note 13 – Accrued Liabilities

December 31,
20182017
(Millions)
Interest on debt$282$267
Revenue contract liabilities (Note 2)244361
Employee costs205202
Other, including other loss contingencies371337
$1,102$1,167
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

Note 14 – Debt, Banking Arrangements, and Leases

Long-Term Debt

December 31,
20182017
(Millions)
Transco:
6.05% Notes due 2018$—$250
7.08% Debentures due 202688
7.25% Debentures due 2026200200
7.85% Notes due 20261,0001,000
4% Notes due 2028400—
5.4% Notes due 2041375375
4.45% Notes due 2042400400
4.6% Notes due 2048600—
Other financing obligations1,067231
Northwest Pipeline:
6.05% Notes due 2018—250
7.125% Debentures due 20258585
4% Notes due 2027500250
WMB:
4.125% Notes due 2020600600
5.25% Notes due 20201,5001,500
4% Notes due 2021500500
7.875% Notes due 2021371371
3.35% Notes due 2022750750
3.6% Notes due 20221,2501,250
3.7% Notes due 2023850850
4.5% Notes due 2023600600
4.3% Notes due 20241,0001,000
4.55% Notes due 20241,2501,250
4.875% Notes due 2024—750
3.9% Notes due 2025750750
4% Notes due 2025750750
3.75% Notes due 20271,4501,450
7.5% Debentures due 2031339339
7.75% Notes due 2031252252
8.75% Notes due 2032445445
6.3% Notes due 20401,2501,250
5.8% Notes due 2043400400
5.4% Notes due 2044500500
5.75% Notes due 2044650650
4.9% Notes due 2045500500
5.1% Notes due 20451,0001,000
4.85% Notes due 2048800—
Various — 7.625% to 10.25% Notes and Debentures due 2019 to 20275555
Credit facility loans160270
Debt issuance costs(131)(122)
Net unamortized debt premium (discount)(62)(24)
Total long-term debt, including current portion22,41420,935
Long-term debt due within one year(47)(501)
Long-term debt$22,367$20,434

Certain of our debt agreements contain covenants that restrict or limit, among other things, our ability to create liens supporting indebtedness, sell assets, and incur additional debt. Default of these agreements could also restrict our ability to make certain distributions or repurchase equity.

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

The following table presents aggregate minimum maturities of long-term debt and other financing obligations, excluding net unamortized debt premium (discount) and debt issuance costs, for each of the next five years:

December 31, 2018
(Millions)
2019$47
20202,138
2021890
20222,021
20231,633

Issuances and retirements

On August 24, 2018, Northwest Pipeline issued $250 million of 4 percent senior unsecured notes to investors in a private debt placement. The notes are an additional issuance of Northwest Pipeline’s existing 4 percent senior unsecured notes due 2027. In the fourth quarter of 2018, Northwest Pipeline filed a registration statement and completed an exchange of these notes for substantially identical new notes that are registered under the Securities Act of 1933, as amended.

Northwest Pipeline retired $250 million of 6.05 percent senior unsecured notes that matured on June 15, 2018.

On March 5, 2018, WPZ completed a public offering of $800 million of 4.85 percent senior unsecured notes due 2048. WPZ used the net proceeds for general partnership purposes, primarily the March 28, 2018 repayment of $750 million of 4.875 percent senior unsecured notes that were due in 2024.

On March 15, 2018, Transco issued $400 million of 4 percent senior unsecured notes due 2028 and $600 million of 4.6 percent senior unsecured notes due 2048 to investors in a private debt placement. Transco used the net proceeds to retire $250 million of 6.05 percent senior unsecured notes that matured on June 15, 2018, and for general corporate purposes, including the funding of capital expenditures. In the third quarter of 2018, Transco filed a registration statement and completed an exchange of these notes for substantially identical new notes that are registered under the Securities Act of 1933, as amended.

On July 6, 2017, WPZ repaid its $850 million variable interest rate term loan that was due December 2018 using proceeds from the sale of its Geismar Interest.

On June 5, 2017, WPZ issued $1.45 billion of 3.75 percent senior unsecured notes due 2027. WPZ used the proceeds for general partnership purposes, primarily the July 3, 2017 repayment of $1.4 billion of 4.875 percent senior unsecured notes that were due in 2023.

On April 3, 2017, Northwest Pipeline issued $250 million of 4 percent senior unsecured notes due 2027 to investors in a private debt placement. Northwest Pipeline used the net proceeds to retire $185 million of 5.95 percent senior unsecured notes that matured on April 15, 2017, and for general corporate purposes. In the first quarter of 2018, Northwest Pipeline completed an exchange of these notes for substantially identical new notes that are registered under the Securities Act of 1933, as amended.

On February 23, 2017, using proceeds received from the Financial Repositioning (See Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies), WPZ early retired $750 million of 6.125 percent senior unsecured notes that were due in 2022.

WPZ retired $600 million of 7.25 percent senior unsecured notes that matured on February 1, 2017.

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

Other financing obligations

During the construction of the Dalton expansion project, Transco received funding from a partner for its proportionate share of construction costs related to its undivided ownership interest in the project. Amounts received were recorded within noncurrent liabilities and 100 percent of the costs associated with construction were capitalized in our Consolidated Balance Sheet. Upon placing the project in service during the third quarter of 2017, Transco began utilizing this partner’s undivided interest in the lateral, including the associated pipeline capacity, and reclassified the funding previously received from its partner from noncurrent liabilities to debt to reflect the financing obligation payable to its partner over an expected term of 35 years. Amounts related to this financing obligation included in debt within our Consolidated Balance Sheet were $260 million and $231 million at December 31, 2018 and 2017, respectively.

During the construction of the Atlantic Sunrise project, Transco received funding from a partner for its proportionate share of construction costs related to an undivided ownership interest in certain parts of the project. Amounts received were recorded within noncurrent liabilities and 100 percent of the costs associated with construction were capitalized in our Consolidated Balance Sheet. Upon placing the project in service during the fourth quarter of 2018, Transco began utilizing this partner’s undivided interest in the lateral, including the associated pipeline capacity, and reclassified the funding previously received from its partner from noncurrent liabilities to debt to reflect the financing obligation payable to its partner over an expected term of 20 years. At December 31, 2018, $807 million related to this financing obligation was included in debt within our Consolidated Balance Sheet.

Credit Facilities

December 31, 2018
Stated CapacityOutstanding
(Millions)
Long-term credit facility (1)$4,500$160
Letters of credit under certain bilateral bank agreements14
(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.

Revolving credit facility

On July 13, 2018, we along with Transco and Northwest Pipeline, the lenders named therein, and an administrative agent entered into a new credit agreement (Credit Agreement) with aggregate commitments available of $4.5 billion, with up to an additional $500 million increase in aggregate commitments available under certain circumstances. On August 10, 2018, following the completion of the WPZ Merger, the Credit Agreement became effective and we terminated both our and WPZ’s existing credit facilities. The maturity date of the new credit facility is August 10, 2023. However, the co-borrowers may request up to two extensions of the maturity date each for an additional one-year period to allow a maturity date as late as August 10, 2025, under certain circumstances. The Credit Agreement allows for swing line loans up to an aggregate of $200 million, subject to available capacity under the new credit facility, and letters of credit commitments of $1 billion. Transco and Northwest Pipeline are each able to borrow up to $500 million under this credit facility to the extent not otherwise utilized by the other co-borrowers.

The Credit Agreement contains the following terms and conditions:

•Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets, make certain distributions during an event of default, and enter into certain restrictive agreements.
•If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments and accelerate the maturity of the loans and exercise other rights and remedies.
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)
•Other than swing line loans, each time funds are borrowed, the applicable borrower may choose from two methods of calculating interest: a fluctuating base rate equal to Citibank N.A.'s alternate base rate plus an applicable margin or a periodic fixed rate equal to the London Interbank Offered Rate plus an applicable margin. We are required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin and the commitment fee are determined by reference to a pricing schedule based on the applicable borrower’s senior unsecured long-term debt ratings.

Significant financial covenants under the Credit Agreement require the ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization), each as defined in the credit facility, to be no greater than:

•5.75 to 1 for each fiscal quarter end through June 30, 2019;
•5.5 to 1 for the fiscal quarters ending September 30, 2019, and December 31, 2019;
•5.0 to 1 for the fiscal quarter ending March 31, 2020, and each subsequent fiscal quarter end, except for the fiscal quarter and the two following fiscal quarters in which one or more acquisitions with a total aggregate purchase price of $25 million or more has been executed, in which case the ratio of debt to EBITDA is to be no greater than 5.5 to 1.

The ratio of debt to capitalization (defined as net worth plus debt) must be no greater than 65 percent for each of Transco and Northwest Pipeline.

At December 31, 2018, we are in compliance with these covenants.

Commercial Paper Program

On August 10, 2018, following the consummation of the WPZ Merger, WPZ’s $3 billion commercial paper program was discontinued and we entered into a new $4 billion commercial paper program. The maturities of the commercial paper notes vary but may not exceed 397 days from the date of issuance. The commercial paper notes are sold under customary terms in the commercial paper market and are issued at a discount from par, or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis. The net proceeds of issuances of the commercial paper notes are expected to be used to fund planned capital expenditures and for other general corporate purposes. At December 31, 2018 and 2017, no Commercial paper was outstanding. At February 19, 2019, no commercial paper was outstanding.

Cash Payments for Interest (Net of Amounts Capitalized)

Cash payments for interest (net of amounts capitalized) were $1.064 billion in 2018, $1.110 billion in 2017, and $1.152 billion in 2016.

Leases-Lessee

The future minimum annual rentals under noncancelable operating leases, are payable as follows:

December 31, 2018
(Millions)
2019$32
202031
202128
202224
202315
Thereafter86
Total$216
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

Total rent expense was $73 million in 2018, $62 million in 2017, and $64 million in 2016 and primarily included in Operating and maintenance expenses and Selling, general, and administrative expenses in the Consolidated Statement of Operations.

Note 15 – Stockholders' Equity

On February 20, 2019, our board of directors approved a regular quarterly dividend of $0.38 per share payable on March 25, 2019.

In July 2018, through a wholly owned subsidiary, we contributed 35,000 shares of newly issued Series B Non-Voting Perpetual Preferred Stock (Preferred Stock) to The Williams Companies Foundation, Inc. (a not-for-profit corporation) for use in future charitable and nonprofit causes. The charitable contribution of Preferred Stock was recorded as an expense in the third quarter of 2018. The Preferred Stock was issued for an aggregate value of $35 million and pays non-cumulative quarterly cash dividends when, as and if declared, at a rate of 7.25 percent per year. We paid dividends totaling $1.1 million on the shares of Preferred Stock in 2018. Our certificate of incorporation authorizes 30 million shares of Preferred Stock, $1 par value per share.

In January 2017, we issued 65 million shares of common stock in a public offering at a price of $29.00 per share. In February 2017, we issued 9.75 million shares of common stock pursuant to the full exercise of the underwriter’s option to purchase additional shares. The net proceeds of approximately $2.1 billion were used to purchase newly issued common units in WPZ as part of our Financial Repositioning. (See Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies.)

AOCI

The following table presents the changes in AOCI by component, net of income taxes:

Cash Flow HedgesForeign Currency TranslationPension and Other Post Retirement BenefitsTotal
(Millions)
Balance at December 31, 2017$(2)$(1)$(235)$(238)
Adoption of new accounting standard (Note 1)——(61)(61)
WPZ Merger (Note 1)(3)——(3)
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassifications(2)—(6)(8)
Amounts reclassified from accumulated other comprehensive income (loss)5—3540
Other comprehensive income (loss)3—2932
Balance at December 31, 2018$(2)$(1)$(267)$(270)
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

Reclassifications out of AOCI are presented in the following table by component for the year ended December 31, 2018:

ComponentReclassificationsClassification
(Millions)
Cash flow hedges:
Energy commodity contracts$9Product sales
Pension and other postretirement benefits:
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit)46Note 10 – Employee Benefit Plans
Total before tax55
Income tax benefit(12)Provision (benefit) for income taxes
Net of income tax43
Noncontrolling interest(3)Net income (loss) attributable to noncontrolling interests
Reclassifications during the period$40

Note 16 – Equity-Based Compensation

Williams’ Plan Information

On May 17, 2007, our stockholders approved The Williams Companies, Inc. 2007 Incentive Plan (the Plan) that provides common-stock-based awards to both employees and nonmanagement directors and reserved 19 million new shares for issuance. On May 20, 2010 and May 22, 2014, our stockholders approved amendments and restatements of the Plan to increase by 11 million and 10 million, respectively, the number of new shares authorized for making awards under the Plan, among other changes. The Plan permits the granting of various types of awards including, but not limited to, restricted stock units and stock options. At December 31, 2018, 24 million shares of our common stock were reserved for issuance pursuant to existing and future stock awards, of which 12 million shares were available for future grants.

Additionally, on May 17, 2007, our stockholders approved an Employee Stock Purchase Plan (ESPP) which authorized up to 2 million new shares of our common stock to be available for sale under the ESPP. On May 22, 2014, our stockholders approved an amendment and restatement of the ESPP to increase by 1.6 million the number of new shares authorized for sale under the ESPP. Employees purchased 338 thousand shares at an average price of $20.70 per share during 2018. Approximately 746 thousand shares were available for purchase under the ESPP at December 31, 2018.

Operating and maintenance expenses and Selling, general, and administrative expenses include equity-based compensation expense for the years ended December 31, 2018, 2017, and 2016 of $54 million, $70 million, and $53 million, respectively. Income tax benefit recognized related to the stock-based compensation expense for the years ended December 31, 2018, 2017, and 2016 was $14 million, $17 million, and $20 million, respectively. Measured but unrecognized stock-based compensation expense at December 31, 2018, was $56 million, comprised of $4 million related to stock options and $52 million related to restricted stock units. These amounts are expected to be recognized over a weighted-average period of 1.8 years.

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

Stock Options

The following summary reflects stock option activity and related information for the year ended December 31, 2018:

Stock OptionsOptionsWeighted- Average Exercise PriceAggregate Intrinsic Value
(Millions)(Millions)
Outstanding at December 31, 20176.6$31.53
Granted1.3$29.09
Exercised(0.4)$23.06
Cancelled(0.2)$31.45
Outstanding at December 31, 20187.3$31.55$6
Exercisable at December 31, 20185.3$32.63$6

The following table summarizes additional information related to stock option activity during each of the last three years:

Years Ended December 31,
201820172016
(Millions)
Total intrinsic value of options exercised$3$4$2
Tax benefits realized on options exercised$—$1$1
Cash received from the exercise of options$9$7$4

The weighted-average remaining contractual life for stock options outstanding and exercisable at December 31, 2018, was 5.1 years and 3.7 years, respectively.

The estimated fair value at date of grant of options for our common stock granted in each respective year, using the Black-Scholes option pricing model, is as follows:

201820172016
Weighted-average grant date fair value of options for our common stock granted during the year, per share$5.49$6.61$7.90
Weighted-average assumptions:
Dividend yield4.7%4.2%3.2%
Volatility30.1%35.1%44.7%
Risk-free interest rate2.7%2.1%1.2%
Expected life (years)6.06.06.0

The 2018 expected dividend yield is based on the 2018 dividend forecast and the grant-date market price of our stock. Our expected future volatility is determined using the historical volatility of our stock and implied volatility on our traded options. Historical volatility is based on the blended 10-year historical volatility of our stock and certain peer companies. The risk-free interest rate is based on the U.S. Treasury Constant Maturity rates as of the grant date. The expected life of the option is based on historical exercise behavior and expected future experience.

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

Nonvested Restricted Stock Units

The following summary reflects nonvested restricted stock unit activity and related information for the year ended December 31, 2018:

Restricted Stock Units OutstandingSharesWeighted- Average Fair Value (1)
(Millions)
Nonvested at December 31, 20174.2$31.02
Granted1.7$30.48
Forfeited(0.5)$32.97
Vested(0.9)$39.30
Nonvested at December 31, 20184.5$28.96
(1)Performance-based restricted stock units are valued considering measures of total shareholder return, utilizing a Monte Carlo valuation method, and return on capital employed. All other restricted stock units are valued at the grant-date market price. Restricted stock units generally vest after three years.
Value of Restricted Stock Units201820172016
Weighted-average grant date fair value of restricted stock units granted during the year, per share$30.48$29.47$26.51
Total fair value of restricted stock units vested during the year ($s in millions)$35$33$32

Performance-based restricted stock units granted under the Plan represent 34 percent of nonvested restricted stock units outstanding at December 31, 2018. These grants may be earned at the end of the vesting period based on actual performance against a performance target. Based on the extent to which certain financial targets are achieved, vested shares may range from zero percent to 200 percent of the original grant amount.

WPZ’s Plan Information

During 2014, certain employees of the general partner of Access Midstream Partners, L.P. (ACMP) received equity-based compensation through ACMP’s equity-based compensation program. These awards were converted to WPZ equity-based awards in accordance with the terms of the February 2, 2015 merger of Williams Partners L.P. with and into Access Midstream Partners, L.P (which was subsequently renamed Williams Partners L.P.). During 2018, no additional grants of restricted common units were awarded through WPZ’s equity-based compensation programs, and all outstanding shares were vested and exercised. Equity-based compensation expense of less than $1 million, $8 million, and $20 million related to WPZ’s equity-based compensation program is included in Operating and maintenance expenses and Selling, general, and administrative expenses for the years ended December 31, 2018, 2017, and 2016, respectively. The total fair value of the restricted common units vested during 2018, 2017, and 2016 was $5 million, $24 million, and $34 million, respectively. This plan is no longer active.

Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk

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

The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)
Fair Value Measurements Using
Carrying AmountFair ValueQuoted Prices In Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
(Millions)
Assets (liabilities) at December 31, 2018:
Measured on a recurring basis:
ARO Trust investments$150$150$150$—$—
Energy derivatives assets not designated as hedging instruments333——
Energy derivatives liabilities not designated as hedging instruments(7)(7)(4)—(3)
Additional disclosures:
Long-term debt, including current portion(22,414)(23,330)—(23,330)—
Guarantees(43)(30)—(14)(16)
Assets (liabilities) at December 31, 2017:
Measured on a recurring basis:
ARO Trust investments$135$135$135$—$—
Energy derivatives liabilities designated as hedging instruments(3)(3)(2)(1)—
Energy derivatives liabilities not designated as hedging instruments(3)(3)——(3)
Additional disclosures:
Long-term debt, including current portion(20,935)(23,005)—(23,005)—
Guarantees(43)(30)—(14)(16)

Fair Value Methods

We use the following methods and assumptions in estimating the fair value of our financial instruments:

Assets and liabilities measured at fair value on a recurring basis

ARO Trust investments: Transco deposits a portion of its collected rates, pursuant to its rate case settlement, into an external trust that is specifically designated to fund future asset retirement obligations. The ARO Trust invests in a portfolio of actively traded mutual funds that are measured at fair value on a recurring basis based on quoted prices in an active market and is reported in Regulatory assets, deferred charges, and other in the Consolidated Balance Sheet. Both realized and unrealized gains and losses are ultimately recorded as regulatory assets or liabilities.

Energy derivatives: Energy derivatives include commodity-based exchange-traded contracts and over-the-counter contracts, which consist of physical forwards, futures, and swaps that are measured at fair value on a recurring basis. The fair value amounts are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under the terms of our master netting arrangements. Further, the amounts do not include cash held on deposit in margin accounts that we have received or remitted to collateralize certain derivative positions. Energy derivatives assets are reported in Other current assets and deferred charges and Regulatory assets, deferred charges, and other in the Consolidated Balance Sheet. Energy derivatives liabilities are reported in Accrued liabilities and Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet.

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

Reclassifications of fair value between Level 1, Level 2, and Level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter. No transfers between Level 1 and Level 2 occurred during the years ended December 31, 2018 or 2017.

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 (see Note 14 – Debt, Banking Arrangements, and Leases).

Guarantees: Guarantees primarily consist of a guarantee we have provided in the event of nonpayment by our previously owned communications subsidiary, Williams Communications Group (WilTel), on a lease performance obligation that extends through 2042. Guarantees also include an indemnification related to a disposed operation.

To estimate the fair value of the WilTel guarantee, an estimated default rate is applied to the sum of the future contractual lease payments using an income approach. The estimated default rate is determined by obtaining the average cumulative issuer-weighted corporate default rate based on the credit rating of WilTel’s current owner and the term of the underlying obligation. The default rate is published by Moody’s Investors Service. The carrying value of the WilTel guarantee is reported in Accrued liabilities in the Consolidated Balance Sheet. The maximum potential undiscounted exposure is approximately $29 million at December 31, 2018. Our exposure declines systematically through the remaining term of WilTel’s obligation.

The fair value of the guarantee associated with the indemnification related to a disposed operation was estimated using an income approach that considered probability-weighted scenarios of potential levels of future performance. The terms of the indemnification do not limit the maximum potential future payments associated with the guarantee. The carrying value of this guarantee is reported in Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet.

We are required by our revolving credit agreement to indemnify lenders for certain taxes required to be withheld from payments due to the lenders and for certain tax payments made by the lenders. The maximum potential amount of future payments under these indemnifications is based on the related borrowings and such future payments cannot currently be determined. These indemnifications generally continue indefinitely unless limited by the underlying tax regulations and have no carrying value. We have never been called upon to perform under these indemnifications and have no current expectation of a future claim.

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

Nonrecurring fair value measurements

The following table presents impairments of assets and investments associated with certain nonrecurring fair value measurements within Level 3 of the fair value hierarchy, except as specifically noted.

Impairments
Years Ended December 31,
ClassificationSegmentDate of MeasurementFair Value201820172016
(Millions)
Certain gathering operations (1)Property, plant, and equipment – net and Intangible assets - net of accumulated amortizationWestDecember 31, 2018$470$1,849
Certain idle pipeline assets (2)Property, plant, and equipment – netOtherJune 30, 20182566
Certain gathering operations (3)Property, plant, and equipment – net and Intangible assets - net of accumulated amortizationWestSeptember 30, 2017439$1,019
Certain gathering operations (4)Property, plant, and equipment – net and Intangible assets - net of accumulated amortizationNortheast G&PSeptember 30, 201721115
Certain NGL pipeline (5)Property, plant, and equipment – netOtherSeptember 30, 20173268
Certain olefins pipeline project (6)Property, plant, and equipment – netOtherJune 30, 20171823
Canadian operations (7)Assets held for saleOtherJune 30, 20161,130$747
Certain gathering operations (8)Property, plant, and equipment – netWestJune 30, 20161848
Certain idle pipeline assetsProperty, plant, and equipment – netOtherDecember 31, 2016738
Fair value measurements of certain assets1,9151,225803
Other impairments and write-downs (9)—2370
Impairment of certain assets$1,915$1,248$873
Equity-method investments (10)InvestmentsNortheast G&PDecember 31, 2018$1,293$32
Equity-method investments (11)InvestmentsWest and Northeast G&PDecember 31, 20161,295$318
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)
Impairments
Years Ended December 31,
ClassificationSegmentDate of MeasurementFair Value201820172016
(Millions)
Equity-method investments (12)InvestmentsWest and Northeast G&PMarch 31, 20161,294109
Other equity-method investmentInvestmentsWestMarch 31, 2016—3
Impairment of equity-method investments$32$430
(1)Relates to our gathering operations in the Barnett Shale. Certain of our contractual gathering rates, primarily those in the Barnett Shale, are based on a percentage of the New York Mercantile Exchange (NYMEX) natural gas prices. During the fourth quarter of 2018, we determined there was a sustained decline in the forward price curves for natural gas. During this same period, a large producer customer in the Barnett Shale removed their remaining drilling rig. These factors gave rise to an impairment evaluation of these assets, which incorporated management’s projections of future drilling activity and gathering rates, taking into consideration the information previously noted as well as recently available information regarding producer drilling cost assumptions in the basin. The resulting estimate of future undiscounted cash flows was less than our carrying value, necessitating the estimation of the fair value of these assets. To arrive at the fair value, we utilized an income approach with a discount rate of 8.5 percent, reflecting an estimated cost of capital and risks associated with the underlying assets.
(2)Relates to certain idle pipelines. The estimated fair value was determined by a market approach incorporating information derived from bids received for these assets, which we marketed for sale together with certain other assets. These inputs resulted in a fair value measurement within Level 2 of the fair value hierarchy. We sold these assets in the fourth quarter of 2018. (See Note 3 – Divestitures.)
(3)Relates to certain gathering operations in the Mid-Continent region. During the third quarter of 2017, we received solicitations and engaged in negotiations for the sale of certain of these assets which led to our impairment evaluation. The estimated fair value was determined using an income approach and incorporated market inputs based on ongoing negotiations for a potential sale of a portion of the underlying assets. For the income approach, we utilized a discount rate of 10.2 percent, reflecting an estimated cost of capital and risks associated with the underlying assets.
(4)Relates to certain gathering operations in the Marcellus South region resulting from an anticipated decline in future volumes following a third-quarter 2017 shut-in by the primary producer. The estimated fair value was determined by the income approach utilizing a discount rate of 11.1 percent, reflecting an estimated cost of capital and risks associated with the underlying assets.
(5)Relates to an NGL pipeline near the Houston Ship Channel region which we anticipated would be underutilized for the foreseeable future. The estimated fair value was primarily determined by using a market approach based on our analysis of observable inputs in the principal market. We sold these assets in the fourth quarter of 2018. (See Note 3 – Divestitures.)
(6)Relates primarily to project development costs associated with an olefins pipeline project in the Gulf Coast region, the likelihood of completion we considered remote. The estimated fair value of the remaining pipe and equipment considered a market approach based on our analysis of observable inputs in the principal market, as well as an estimate of replacement cost. We sold these assets in the fourth quarter of 2018. (See Note 3 – Divestitures.)
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)
(7)Relates to our Canadian operations. We designated these operations as held for sale as of June 30, 2016. As a result, we measured the fair value of the disposal group, resulting in an impairment charge. The estimated fair value was determined by a market approach based primarily on inputs received in the marketing process and reflected our estimate of the potential assumed proceeds. We disposed of our Canadian operations through a sale during the third quarter of 2016. (See Note 3 – Divestitures.)
(8)Relates to certain gathering assets within the Mid-Continent region. The estimated fair value was determined by a market approach based on our analysis of observable inputs in the principal market.
(9)Reflects multiple individually insignificant impairments and write-downs of other certain assets that may no longer be in use or are surplus in nature for which the fair value was determined to be lower than the carrying value.
(10)Relates to Northeast G&P’s equity-method investment in UEOM. The estimated fair value was determined by a market approach based on our analysis of inputs in the principal market.
(11)Relates to West’s previously held interest in Ranch Westex and multiple, currently held Appalachia Midstream Investments at Northeast G&P. The historical carrying value of these equity-method investments was initially recorded based on estimated fair value during the third quarter of 2014 in conjunction with the acquisition of ACMP. We estimated the fair value of these Appalachia Midstream Investments using an income approach based on expected future cash flows and appropriate discount rates. The determination of estimated future cash flows involved significant assumptions regarding gathering volumes, rates, and related capital spending. The discount rate utilized for the Appalachia Midstream Investments evaluation was 10.2 percent and reflected an estimated cost of capital as impacted by market conditions and risks associated with the underlying businesses. In addition to utilizing an income approach, we also considered a market approach for certain Appalachia Midstream Investments and Ranch Westex based on an agreement reached in February 2017 to exchange our interests in DBJV and Ranch Westex for additional interests in certain Appalachia Midstream Investments and cash. (See Note 6 – Investing Activities.)
(12)Relates to West’s previously held interest in DBJV and Northeast G&P’s currently held equity-method investment in Laurel Mountain. Our carrying values in these equity-method investments had been written down to fair value at December 31, 2015. Our first-quarter 2016 analysis reflected higher discount rates for both of these equity-method investments, along with lower natural gas prices for Laurel Mountain. We estimated the fair value of these equity-method investments using an income approach based on expected future cash flows and appropriate discount rates. The determination of estimated future cash flows involved significant assumptions regarding gathering volumes and related capital spending. Discount rates utilized ranged from 13.0 percent to 13.3 percent and reflected increases in the estimated cost of capital, revised estimates of expected future cash flows, and risks associated with the underlying businesses.

Concentration of Credit Risk

Trade accounts and other receivables

The following table summarizes concentration of receivables, net of allowances:

December 31,
20182017
(Millions)
NGLs, natural gas, and related products and services$626$760
Transportation of natural gas and related products232212
Other1344
Total$992$976
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

Customers include producers, distribution companies, industrial users, gas marketers, and pipelines primarily located in the continental United States. As a general policy, collateral is not required for receivables, but customers’ financial condition and credit worthiness are evaluated regularly. Based upon this evaluation, we may obtain collateral to support receivables. As of December 31, 2018 and 2017, Chesapeake Energy Corporation, and its affiliates (Chesapeake), a customer primarily within our Northeast G&P and West segments, accounted for $65 million and $176 million, respectively, of the consolidated Trade accounts and other receivables balances. The increase in Other is primarily due to an increase in our federal income tax receivable.

Revenues

In 2018, 2017, and 2016, Chesapeake accounted for 8 percent, 10 percent, and 14 percent, respectively, of our consolidated revenues.

Note 18 – Contingent Liabilities and Commitments

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 has been remanded to the Nevada federal district court.

In the putative class actions, on March 30, 2017, the court issued an order denying the plaintiffs’ motions for class certification. On June 13, 2017, the United States Court of Appeals for the Ninth Circuit granted the plaintiffs’ petition for permission to appeal the order. On August 6, 2018, the Ninth Circuit reversed the order denying class certification and remanded the case to the Nevada federal district court.

Because of the uncertainty around the remaining pending unresolved issues, we cannot reasonably estimate a range of potential exposure at this time. However, it is reasonably possible that the ultimate resolution of these actions and our related indemnification obligation could result in a potential loss that may be material to our results of operations. In connection with this indemnification, we have an accrued liability balance associated with this matter, and as a result, have exposure to future developments.

Alaska Refinery Contamination Litigation

We are involved in litigation arising from our ownership and operation of the North Pole Refinery in North Pole, Alaska, from 1980 until 2004, through our wholly owned subsidiaries, Williams Alaska Petroleum Inc. (WAPI) and MAPCO Inc. We sold the refinery to Flint Hills Resources Alaska, LLC (FHRA), a subsidiary of Koch Industries, Inc., in 2004. The litigation involves three cases, with filing dates ranging from 2010 to 2014. The actions arise from sulfolane contamination allegedly emanating from the refinery. A putative class action lawsuit was filed by James West in 2010 naming us, WAPI, and FHRA as defendants. We and FHRA filed claims against each other seeking, among other things, contractual indemnification alleging that the other party caused the sulfolane contamination. In 2011, we and FHRA settled the claim with James West. Certain claims by FHRA against us were resolved by the Alaska Supreme Court in our favor. FHRA’s claims against us for contractual indemnification and statutory claims for damages related to off-site sulfolane remain pending. The State of Alaska filed its action in March 2014, seeking damages. The City of North Pole (North Pole) filed its lawsuit in November 2014, seeking past and future damages, as well as punitive damages.

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

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. Several trial dates encompassing all three cases have been scheduled and stricken; we are awaiting a new trial date. Due to the ongoing assessment of the level and extent of sulfolane contamination, the lack of an articulated cleanup level for sulfolane, and the lack of a concrete remedial proposal and cost estimate, we are unable to estimate a range of exposure to the State of Alaska or North Pole at this time. We currently estimate that our reasonably possible loss exposure to FHRA could range from an insignificant amount up to $32 million, although uncertainties inherent in the litigation process, expert evaluations, and jury dynamics might cause our exposure to exceed that amount.

Independent of the litigation matter described in the preceding paragraphs, in 2013, the Alaska Department of Environmental Conservation indicated that it views FHRA and us as responsible parties, and that it intends to enter a compliance order to address the environmental remediation of sulfolane and other possible contaminants including cleanup work outside the refinery’s boundaries. To date, no compliance order has been issued. Due to the ongoing assessment of the level and extent of sulfolane contamination, the ultimate cost of remediation and division of costs among the potentially responsible parties, and the previously described separate litigation, we are unable to estimate a range of exposure at this time.

Royalty Matters

Certain of our customers, including one major customer, have been named in various lawsuits alleging underpayment of royalties and claiming, among other things, violations of anti-trust laws and the Racketeer Influenced and Corrupt Organizations Act. We have also been named as a defendant in certain of these cases filed in Pennsylvania based on allegations that we improperly participated with that major customer in causing the alleged royalty underpayments. We believe that the claims asserted are subject to indemnity obligations owed to us by that major customer. That customer has reached a tentative settlement to resolve substantially all Pennsylvania royalty cases pending, which settlement would apply to both the customer and us. The settlement as reported would not require any contribution from us.

Litigation Against Energy Transfer and Related Parties

On April 6, 2016, we filed suit in Delaware Chancery Court against Energy Transfer Equity, L.P. (Energy Transfer) and LE GP, LLC (the general partner for Energy Transfer) alleging willful and material breaches of the Agreement and Plan of Merger (ETE Merger Agreement) with Energy Transfer resulting from the private offering by Energy Transfer on March 8, 2016, of Series A Convertible Preferred Units (Special Offering) to certain Energy Transfer insiders and other accredited investors. The suit seeks, among other things, an injunction ordering the defendants to unwind the Special Offering and to specifically perform their obligations under the ETE Merger Agreement. On April 19, 2016, we filed an amended complaint seeking the same relief. On May 3, 2016, Energy Transfer and LE GP, LLC filed an answer and counterclaims.

On May 13, 2016, we filed a separate complaint in Delaware Chancery Court against Energy Transfer, LE GP, LLC, and the other Energy Transfer affiliates that are parties to the ETE Merger Agreement, alleging material breaches of the ETE Merger Agreement for failing to cooperate and use necessary efforts to obtain a tax opinion required under the ETE Merger Agreement (Tax Opinion) and for otherwise failing to use necessary efforts to consummate the merger under the ETE Merger Agreement wherein we would be merged with and into the newly formed Energy Transfer Corp LP (ETC) (ETC Merger). The suit sought, among other things, a declaratory judgment and injunction preventing Energy Transfer from terminating or otherwise avoiding its obligations under the ETE Merger Agreement due to any failure to obtain the Tax Opinion.

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

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. Although the Court of Chancery scheduled trial for May 20 through May 24, 2019, the parties anticipate trial will be re-scheduled for a later date.

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 December 31, 2018, we have accrued liabilities totaling $35 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 December 31, 2018, 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 maximum achievable control technology, air quality standards for one-hour nitrogen dioxide emissions, and volatile organic compound and methane new source performance standards impacting design and operation of storage vessels, pressure valves, and compressors. The EPA previously issued its rule regarding National Ambient Air Quality Standards for ground-level ozone. We are monitoring the rule’s implementation as it will trigger additional federal and state regulatory actions that may impact our operations. Implementation of the regulations is expected to result in impacts to our operations and increase the cost of additions to Property, plant, and equipment – net in the Consolidated Balance Sheet for both new and existing facilities in affected areas. We are unable to reasonably estimate the cost of additions that may be required to meet the regulations at this time due to uncertainty created by various legal challenges to these regulations and the need for further specific regulatory guidance.

Continuing operations

Our interstate gas pipelines are involved in remediation activities related to certain facilities and locations for polychlorinated biphenyls, mercury, and other hazardous substances. These activities have involved the EPA and various

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

state environmental authorities, resulting in our identification as a potentially responsible party at various Superfund waste sites. At December 31, 2018, we have accrued liabilities of $6 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 December 31, 2018, we have accrued liabilities totaling $7 million for these costs.

Former operations

We have potential obligations in connection with assets and businesses we no longer operate. These potential obligations include remediation activities at the direction of federal and state environmental authorities and the indemnification of the purchasers of certain of these assets and businesses for environmental and other liabilities existing at the time the sale was consummated. Our responsibilities relate to the operations of the assets and businesses described below.

•Former agricultural fertilizer and chemical operations and former retail petroleum and refining operations;
•Former petroleum products and natural gas pipelines;
•Former petroleum refining facilities;
•Former exploration and production and mining operations;
•Former electricity and natural gas marketing and trading operations.

At December 31, 2018, we have accrued environmental liabilities of $22 million related to these matters.

Other Divestiture Indemnifications

Pursuant to various purchase and sale agreements relating to divested businesses and assets, we have indemnified certain purchasers against liabilities that they may incur with respect to the businesses and assets acquired from us. The indemnities provided to the purchasers are customary in sale transactions and are contingent upon the purchasers 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 December 31, 2018, other than as previously disclosed, we are not aware of any material claims against us involving the indemnities; thus, we do not expect any of the indemnities provided pursuant to the sales agreements to have a material impact on our future financial position. Any claim for indemnity brought against us in the future may have a material adverse effect on our results of operations in the period in which the claim is made.

In addition to the foregoing, various other proceedings are pending against us which are incidental to our operations, none of which are expected to be material to our expected future annual results of operations, liquidity, and financial position.

Summary

We have disclosed our estimated range of reasonably possible losses for certain matters above, as well as all significant matters for which we are unable to reasonably estimate a range of possible loss. We estimate that for all other matters for which we are able to reasonably estimate a range of loss, our aggregate reasonably possible losses beyond amounts accrued are immaterial to our expected future annual results of operations, liquidity, and financial position. These calculations have been made without consideration of any potential recovery from third parties.

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

Commitments

Commitments for construction and acquisition of property, plant, and equipment are approximately $480 million at December 31, 2018.

Note 19 – Segment Disclosures

Our reportable segments are Northeast G&P, Atlantic-Gulf, and West. All remaining business activities are included in Other. (See Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies.)

Performance Measurement

We evaluate segment operating performance based upon Modified EBITDA (earnings before interest, taxes, depreciation, and amortization). This measure represents the basis of our internal financial reporting and is the primary performance measure used by our chief operating decision maker in measuring performance and allocating resources among our reportable segments. Intersegment revenues primarily represent the sale of NGLs from our natural gas processing plants to our marketing business.

We define Modified EBITDA as follows:

  • Net income (loss) before:

◦Provision (benefit) for income taxes;

◦Interest incurred, net of interest capitalized;

◦Equity earnings (losses);

◦Gain on remeasurement of equity-method investment;

◦Impairment of equity-method investments;

◦Other investing income (loss) – net;

◦Depreciation and amortization expenses;

◦Accretion expense associated with asset retirement obligations for nonregulated operations.

•This measure is further adjusted to include our proportionate share (based on ownership interest) of Modified EBITDA from our equity-method investments calculated consistently with the definition described above.

The following geographic area data includes Revenues from external customers based on product shipment origin:

United StatesCanadaTotal
(Millions)
Revenues from external customers:
2018$8,686$—$8,686
20178,03018,031
20167,425747,499
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

The following table reflects the reconciliation of Segment revenues to Total revenues as reported in the Consolidated Statement of Operations and Other financial information:

Northeast G&PAtlantic-GulfWestOtherEliminationsTotal
(Millions)
2018
Segment revenues:
Service revenues
External$935$2,460$2,085$22$—$5,502
Internal4149—12(102)—
Total service revenues9762,5092,08534(102)5,502
Total service revenues – commodity consideration (external only)2059321——400
Product sales
External2451742,365——2,784
Internal4226183—(386)—
Total product sales2874352,448—(386)2,784
Total revenues$1,283$3,003$4,854$34$(488)$8,686
Other financial information:
Additions to long-lived assets$477$2,297$361$36$—$3,171
Proportional Modified EBITDA of equity-method investments49318394——770
2017
Segment revenues:
Service revenues
External$837$2,202$2,246$27$—$5,312
Internal3537—11(83)—
Total service revenues8722,2392,24638(83)5,312
Product sales
External2642571,840358—2,719
Internal272271738(435)—
Total product sales2914842,013366(435)2,719
Total revenues$1,163$2,723$4,259$404$(518)$8,031
Other financial information:
Additions to long-lived assets$460$2,001$321$32$—$2,814
Proportional Modified EBITDA of equity-method investments45226479——795
2016
Segment revenues:
Service revenues
External$836$1,959$2,328$48$—$5,171
Internal3439—11(84)—
Total service revenues8701,9982,32859(84)5,171
Product sales
External1342451,183766—2,328
Internal2820519722(452)—
Total product sales1624501,380788(452)2,328
Total revenues$1,032$2,448$3,708$847$(536)$7,499
Other financial information:
Additions to long-lived assets$223$1,608$223$92$(1)$2,145
Proportional Modified EBITDA of equity-method investments357287110——754
The Williams Companies, Inc.
Notes to Consolidated Financial Statements – (Continued)

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

Years Ended December 31,
201820172016
(Millions)
Modified EBITDA by segment:
Northeast G&P$1,086$819$853
Atlantic-Gulf2,0231,2381,621
West3084121,544
Other(29)997(696)
3,3883,4663,322
Accretion expense associated with asset retirement obligations for nonregulated operations(33)(33)(31)
Depreciation and amortization expenses(1,725)(1,736)(1,763)
Equity earnings (losses)396434397
Impairment of equity-method investments(32)—(430)
Other investing income (loss) – net21928263
Proportional Modified EBITDA of equity-method investments(770)(795)(754)
Interest expense(1,112)(1,083)(1,179)
(Provision) benefit for income taxes(138)1,97425
Net income (loss)$193$2,509$(350)

The following table reflects Total assets and Equity-method investments by reportable segments:

Total AssetsEquity-Method Investments
December 31, 2018December 31, 2017December 31, 2018December 31, 2017
(Millions)
Northeast G&P$14,526$14,397$5,319$5,307
Atlantic-Gulf16,34614,989776823
West13,94816,1431,726422
Other (1)8491,449——
Eliminations (2)(367)(626)——
Total$45,302$46,352$7,821$6,552
(1)Decrease in Other is due primarily to a decreased cash balance.
(2)Eliminations primarily relate to the intercompany notes and accounts receivable generated by our cash management program.
The Williams Companies Inc.
Quarterly Financial Data – (Continued)
(Unaudited)

Summarized quarterly financial data are as follows:

First QuarterSecond QuarterThird QuarterFourth Quarter
(Millions, except per-share amounts)
2018
Revenues$2,088$2,091$2,303$2,204
Product costs and processing commodity expenses648662820714
Net income (loss)270269200(546)
Amounts attributable to The Williams Companies, Inc.:
Net income (loss)152135129(571)
Basic earnings (loss) per common share.18.16.13(.47)
Diluted earnings (loss) per common share.18.16.13(.47)
2017
Revenues$1,988$1,924$1,891$2,228
Product costs579537504680
Net income (loss)5691931251,622
Amounts attributable to The Williams Companies, Inc.:
Net income (loss)37381331,687
Basic earnings (loss) per common share.45.10.042.04
Diluted earnings (loss) per common share:.45.10.042.03

The sum of earnings (loss) per share for the four quarters may not equal the total earnings (loss) per share for the year due to changes in the average number of common shares outstanding and rounding.

2018

Net income (loss) for fourth-quarter 2018 includes:

•$1.849 billion impairment of certain assets in the Barnett Shale region (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements);
•$591 million gain on the sale of our natural gas gathering and processing assets in the Four Corners area of New Mexico and Colorado (see Note 3 – Divestitures);
•$141 million deconsolidation gain associated with our investment in the Brazos Permian II joint venture (see Note 6 – Investing Activities);
•$101 million gain on the sale of certain assets and operations located in the Gulf Coast area (see Note 3 – Divestitures).

2017

Net income (loss) for fourth-quarter 2017 includes:

•$1.923 billion benefit for income taxes resulting from Tax Reform rate change (see Note 8 – Provision (Benefit) for Income Taxes);
•$674 million of regulatory charges resulting from Tax Reform and $102 million of charges associated with regulatory asset-related deferred taxes on equity funds used during construction due to Tax Reform (see Note 7 – Other Income and Expenses).
The Williams Companies Inc.
Quarterly Financial Data – (Continued)
(Unaudited)

Net income (loss) for third-quarter 2017 includes:

•$1.095 billion gain on the sale of Williams Olefins, L.L.C., a wholly owned subsidiary which owned our interest in the Geismar, Louisiana, olefins plant (Geismar Interest) (see Note 3 – Divestitures);
•$1.210 billion impairment on certain assets (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk).

Net income (loss) for first-quarter 2017 includes a gain of $269 million associated with the disposition of certain equity-method investments (see Note 6 – Investing Activities).

The Williams Companies, Inc.

Schedule II — Valuation and Qualifying Accounts

Additions
Beginning BalanceCharged (Credited) To Costs and ExpensesOtherDeductionsEnding Balance
(Millions)
2018
Deferred tax asset valuation allowance (1)$224$96$—$—$320
2017
Deferred tax asset valuation allowance (1)334(110)——224
2016
Deferred tax asset valuation allowance (1)190144——334

(1) Deducted from related assets.

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