Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
We are an energy company committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Our operations are located in the United States.
Our interstate natural gas pipeline strategy is to create value by maximizing the utilization of our pipeline capacity by providing high quality, low cost transportation of natural gas to large and growing markets. Our gas pipeline businesses’ interstate transmission and storage activities are subject to regulation by the FERC and as such, our rates and charges for the transportation of natural gas in interstate commerce, and the extension, expansion or abandonment of jurisdictional facilities and accounting, among other things, are subject to regulation. The rates are established primarily through the FERC’s ratemaking process, but we also may negotiate rates with our customers pursuant to the terms of our tariffs and FERC policy. Changes in commodity prices and volumes transported have limited near-term impact on these revenues because the majority of cost of service is recovered through firm capacity reservation charges in transportation rates.
The ongoing strategy of our midstream operations is to safely and reliably operate large-scale midstream infrastructure where our assets can be fully utilized and drive low per-unit costs. We focus on consistently attracting new business by providing highly reliable service to our customers. These services include natural gas gathering, processing, treating, and compression, NGL fractionation and transportation, crude oil production handling and transportation, marketing services for NGL, crude oil and natural gas, as well as storage facilities.
Consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources, our operations are conducted, managed, and presented within the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, West, and Gas & NGL Marketing Services. All remaining business activities are included in Other. Our reportable segments are comprised of the following businesses:
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Transmission & Gulf of Mexico is comprised of our interstate natural gas pipelines, Transco and Northwest Pipeline, as well as natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including a 51 percent interest in Gulfstar One (a consolidated VIE), which is a proprietary floating production system, a 50 percent equity-method investment in Gulfstream, and a 60 percent equity-method investment in Discovery.
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Northeast G&P is comprised of our midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in our Northeast JV (a consolidated VIE) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal (a consolidated VIE) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain, a 50 percent equity-method investment in Blue Racer, and Appalachia Midstream Investments, a wholly owned subsidiary that owns equity-method investments with an approximate average 66 percent interest in multiple gas gathering systems in the Marcellus Shale region.
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West is comprised of our gas gathering, processing, and treating operations in the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of northwest Louisiana, and the Mid-Continent region which includes the Anadarko and Permian basins. This segment also includes our NGL storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, a 50 percent equity-method investment in OPPL, a 50 percent equity-method investment in RMM, a 20 percent equity-method investment in Targa Train 7, and a 15 percent interest in Brazos Permian II, LLC.
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Gas & NGL Marketing Services includes our NGL and natural gas marketing and trading operations previously reported within the West segment prior to January 1, 2022, as well as the operations acquired in the Sequent Acquisition in 2021. This segment includes risk management and the storage and transportation of natural gas on strategically positioned assets, including our Transco system.
| Management’s Discussion and Analysis (Continued) | Table of Contents |
Dividends
In March 2022, we paid a regular quarterly dividend of $0.425 per share.
Overview of Three Months Ended March 31, 2022
Net income (loss) attributable to The Williams Companies, Inc., for the three months ended March 31, 2022, decreased $46 million compared to the three months ended March 31, 2021, reflecting the benefit of higher service revenues from commodity-based gathering and processing rates in the West and Transco’s Leidy South project placed in service during the second half of 2021, higher commodity margins, and higher results from our upstream operations associated with increased scale of operations, more than offset by a $123 million net unrealized loss on commodity derivatives, the absence of a $77 million favorable impact in 2021 from Winter Storm Uri, and increased intangible asset amortization and selling, general, and administrative expenses, primarily resulting from the Sequent Acquisition.
Our results include $123 million of net unrealized losses from commodity derivatives not designated as hedges for accounting purposes. We can experience significant earnings volatility from the fair value accounting required for the derivatives used to hedge a portion of the economic value of the underlying transportation and storage marketing portfolio as well as upstream related production. However, the unrealized fair value measurement gains and losses are generally offset by valuation changes in the economic value of the underlying production or contracts, which is not recognized until the underlying transaction occurs.
The following discussion and analysis of results of operations and financial condition and liquidity should be read in conjunction with our consolidated financial statements and notes thereto of this Form 10‑Q and our Annual Report on Form 10-K dated February 28, 2022.
Recent Developments
Trace Acquisition
In April 2022, we completed the acquisition of 100 percent of Gemini Arklatex, LLC through which we acquired the gas gathering and related assets of Trace Midstream, located in the Haynesville Shale region (Trace Acquisition), for approximately $950 million, subject to working capital and post-closing adjustments. The purpose of the Trace Acquisition was to expand our footprint into the East Texas region of the Haynesville Shale region, increasing in-basin scale in one of the largest growth basins in the country, and to advance our clean energy strategy. The transaction closed on April 29, 2022.
Company Outlook
Our strategy is to provide a large-scale, reliable, and clean energy infrastructure designed to maximize the opportunities created by the vast supply of natural gas and natural gas products that exists in the United States. We accomplish this by connecting the growing demand for cleaner fuels and feedstocks with our major positions in the premier natural gas and natural gas products supply basins. We continue to maintain a strong commitment to safety, environmental stewardship including seeking opportunities for renewable energy ventures, operational excellence, and customer satisfaction. We believe that accomplishing these goals will position us to deliver safe, reliable, clean energy services to our customers and an attractive return to our shareholders. Our business plan for 2022 includes a continued focus on earnings and cash flow growth.
In 2022, our operating results are expected to benefit from higher commodity prices and volume growth in our Haynesville, Ohio Valley Midstream, and Cardinal areas. We also anticipate increases resulting from recently completed Transco expansion projects, development of our upstream oil and gas properties, and our recently completed Trace Acquisition. These increases are partially offset by the absence of favorable results captured during Winter Storm Uri in 2021 by our Gas & NGL Marketing Services business and lower expected results in the Bradford Supply Hub primarily due to lower gathering rates resulting from annual cost of service contract redetermination.
| Management’s Discussion and Analysis (Continued) | Table of Contents |
We seek to maintain a strong financial position and liquidity, as well as manage a diversified portfolio of safe, clean, and reliable energy infrastructure assets that continue to serve key growth markets and supply basins in the United States. Our growth capital and investment expenditures in 2022 are expected to be in a range from $2.25 billion to $2.35 billion. Growth capital spending in 2022 primarily includes Transco expansions, all of which are fully contracted with firm transportation agreements, projects supporting the Northeast G&P business, the Trace Acquisition, and an expansion in the Western Gulf area. We also expect to invest capital in the development of our upstream oil and gas properties. In addition to growth capital and investment expenditures, we also remain committed to projects that maintain our assets for safe and reliable operations, as well as projects that meet legal, regulatory, and/or contractual commitments.
Potential risks and obstacles that could impact the execution of our plan include:
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Continued negative impacts of COVID-19 driving a global recession, which could result in downturns in financial markets and commodity prices, as well as impact demand for natural gas and related products;
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Opposition to, and regulations affecting, our infrastructure projects, including the risk of delay or denial in permits and approvals needed for our projects;
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Counterparty credit and performance risk;
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Unexpected significant increases in capital expenditures or delays in capital project execution;
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Unexpected changes in customer drilling and production activities, which could negatively impact gathering and processing volumes;
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Lower than anticipated demand for natural gas and natural gas products which could result in lower than expected volumes, energy commodity prices, and margins;
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General economic, financial markets, or industry downturns, including increased inflation and interest rates;
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Physical damages to facilities, including damage to offshore facilities by weather-related events;
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Other risks set forth under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 28, 2022, as supplemented by the disclosure in Part II, Item 1A. Risk Factors in this Quarterly Report on Form 10-Q.
Expansion Projects
Our ongoing major expansion projects include the following:
Transmission & Gulf of Mexico
Regional Energy Access
In March 2021, we filed an application with the FERC for the project to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in northeastern Pennsylvania to multiple delivery points in Pennsylvania, New Jersey, and Maryland. We plan to place the project into service as early as the fourth quarter of 2024, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 829 Mdth/d.
| Management’s Discussion and Analysis (Continued) | Table of Contents |
Results of Operations
Consolidated Overview
The following table and discussion is a summary of our consolidated results of operations for the three months ended March 31, 2022, compared to the three months ended March 31, 2021. The results of operations by segment are discussed in further detail following this consolidated overview discussion.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | $ Change* | % Change* | ||||||||||||||||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||
| Service revenues | $ | 1,537 | $ | 1,452 | +85 | +6 | % | ||||||||||||||||||||||||||||||||||||||||
| Service revenues – commodity consideration | 77 | 49 | +28 | +57 | % | ||||||||||||||||||||||||||||||||||||||||||
| Product sales | 1,104 | 1,147 | -43 | -4 | % | ||||||||||||||||||||||||||||||||||||||||||
| Net gain (loss) on commodity derivatives | (194) | (36) | -158 | NM | |||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 2,524 | 2,612 | |||||||||||||||||||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Product costs | 803 | 932 | +129 | +14 | % | ||||||||||||||||||||||||||||||||||||||||||
| Processing commodity expenses | 30 | 21 | -9 | -43 | % | ||||||||||||||||||||||||||||||||||||||||||
| Operating and maintenance expenses | 394 | 360 | -34 | -9 | % | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization expenses | 498 | 438 | -60 | -14 | % | ||||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | 154 | 123 | -31 | -25 | % | ||||||||||||||||||||||||||||||||||||||||||
| Other (income) expense – net | (9) | (1) | +8 | NM | |||||||||||||||||||||||||||||||||||||||||||
| Total costs and expenses | 1,870 | 1,873 | |||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | 654 | 739 | |||||||||||||||||||||||||||||||||||||||||||||
| Equity earnings (losses) | 136 | 131 | +5 | +4 | % | ||||||||||||||||||||||||||||||||||||||||||
| Other investing income (loss) – net | 1 | 2 | -1 | -50 | % | ||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (286) | (294) | +8 | +3 | % | ||||||||||||||||||||||||||||||||||||||||||
| Other income (expense) – net | 5 | (2) | +7 | NM | |||||||||||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 510 | 576 | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Provision (benefit) for income taxes | 118 | 141 | +23 | +16 | % | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 392 | 435 | |||||||||||||||||||||||||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests | 12 | 9 | -3 | -33 | % | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to The Williams Companies, Inc. | $ | 380 | $ | 426 |
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- = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.
Three months ended March 31, 2022 vs. three months ended March 31, 2021
Service revenues increased primarily due to higher gathering and processing rates driven by favorable commodity prices and annual contractual rate escalations for certain of our West and Northeast operations as well as higher transportation fee revenues associated with the Leidy South expansion project placed in service at Transco in the second half of 2021.
Service revenues – commodity consideration increased primarily due to higher NGL prices. These revenues represent consideration we receive in the form of commodities as full or partial payment for processing services
| Management’s Discussion and Analysis (Continued) | Table of Contents |
provided. Most of these NGL volumes are sold during the month processed and therefore are offset within Product costs below.
Product sales decreased primarily due to the impact of netting the 2022 legacy natural gas marketing revenues with the associated costs (see Note 1 – General, Description of Business, and Basis of Presentation of Notes to Consolidated Financial Statements) and lower gas marketing sales prices related to the absence of severe winter weather in 2022 as compared to the first quarter of 2021. These decreases were partially offset by higher marketing sales volumes of NGLs and natural gas, including the increase associated with the Sequent Acquisition in third-quarter 2021, higher sales associated with our upstream operations presented in our Other segment, and higher sales prices related to our equity NGL sales activities. As we are acting as agent for natural gas marketing customers of our Gas & NGL Marketing Services segment, our natural gas marketing product sales are presented net of the related costs of those activities.
Net gain (loss) on commodity derivatives includes realized and unrealized gains and losses from derivative instruments. The unfavorable change primarily reflects net realized and unrealized losses in our Other and Gas & NGL Marketing Services segments.
Product costs decreased primarily due to the impact of netting the 2022 legacy natural gas marketing revenues with the associated costs. These decreases were partially offset by higher prices and volumes for our NGL marketing activities, as well as higher NGL prices associated with volumes acquired as commodity consideration related to our equity NGL production activities.
The net sum of Service revenues – commodity consideration, Product sales, Product costs, Processing commodity expenses, and net realized gains and losses on commodity derivatives related to sales of product comprise our commodity margins. However, Product sales at our Other segment reflect sales related to our upstream operations and are excluded from our commodity margins.
Operating and maintenance expenses increased primarily due to increased costs associated with Transco's Leidy South expansion project placed in service in 2021 and higher expenses associated with our upstream operations.
Depreciation and amortization expenses increased primarily due to amortization of intangibles acquired in the Sequent Acquisition and an increase in depreciation at Transco related to ARO revisions (offset in Other (income) expense – net within Operating income (loss) resulting in no net impact on our results of operations).
Selling, general, and administrative expenses increased primarily due to higher employee-related expenses associated with the Sequent Acquisition.
Other (income) expense – net within Operating income (loss) changed favorably primarily due to the deferral of ARO depreciation (offset in Depreciation and amortization expenses resulting in no net impact on our results of operations).
Provision (benefit) for income taxes changed favorably primarily due to lower pre-tax income. See Note 5 – Provision (Benefit) for Income Taxes of Notes to Consolidated Financial Statements for a discussion of the effective tax rate compared to the federal statutory rate for both periods.
Period-Over-Period Operating Results - Segments
We evaluate segment operating performance based upon Modified EBITDA. Note 13 – Segment Disclosures of Notes to Consolidated Financial Statements includes a reconciliation of this non-GAAP measure to Net income (loss). Management uses Modified EBITDA because it is an accepted financial indicator used by investors to compare company performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of our assets. Modified EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP.
| Management’s Discussion and Analysis (Continued) | Table of Contents |
Transmission & Gulf of Mexico
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Service revenues | $ | 874 | $ | 834 | |||||||||||||||||||
| Service revenues – commodity consideration | 21 | 11 | |||||||||||||||||||||
| Product sales | 100 | 67 | |||||||||||||||||||||
| Segment revenues | 995 | 912 | |||||||||||||||||||||
| Product costs | (100) | (66) | |||||||||||||||||||||
| Processing commodity expenses | (6) | (4) | |||||||||||||||||||||
| Other segment costs and expenses | (240) | (229) | |||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | 48 | 47 | |||||||||||||||||||||
| Transmission & Gulf of Mexico Modified EBITDA | $ | 697 | $ | 660 | |||||||||||||||||||
| Commodity margins | $ | 15 | $ | 8 |
Three months ended March 31, 2022 vs. three months ended March 31, 2021
Transmission & Gulf of Mexico Modified EBITDA increased primarily due to a favorable change to Service revenues, partially offset by higher Other segment costs and expenses.
Service revenues increased primarily due to a $39 million increase in Transco’s natural gas transportation revenues primarily associated with the Leidy South expansion project placed in service in the second half of 2021, and higher reimbursable electric power costs, which is offset by a similar change in electricity charges, reflected in Other segment costs and expenses.
Other segment costs and expenses increased primarily due to higher operating costs, including higher costs associated with the Leidy South expansion project and higher reimbursable electric power costs, which is offset by a similar change in electricity reimbursements, reflected in Service revenues. These increases are partially offset by a favorable change in the deferral of ARO related depreciation at Transco.
Northeast G&P
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Service revenues | $ | 380 | $ | 358 | |||||||||||||||||||
| Service revenues – commodity consideration | 7 | 3 | |||||||||||||||||||||
| Product sales | 36 | 32 | |||||||||||||||||||||
| Segment revenues | 423 | 393 | |||||||||||||||||||||
| Product costs | (37) | (32) | |||||||||||||||||||||
| Other segment costs and expenses | (118) | (112) | |||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | 150 | 153 | |||||||||||||||||||||
| Northeast G&P Modified EBITDA | $ | 418 | $ | 402 | |||||||||||||||||||
| Commodity margins | $ | 6 | $ | 3 |
| Management’s Discussion and Analysis (Continued) | Table of Contents |
Three months ended March 31, 2022 vs. three months ended March 31, 2021
Northeast G&P Modified EBITDA increased primarily due to higher Service revenues.
Service revenues increased primarily due to:
*•*A $9 million increase in revenues at Susquehanna Supply Hub primarily related to higher gathering rates, partially offset by lower gathering volumes;
- A $7 million increase in revenues associated with reimbursable electricity expenses, which is offset by similar changes in electricity charges, reflected in Other segment costs and expenses;
*•*A $5 million increase in revenues at the Northeast JV primarily related to higher processing volumes, partially offset by lower gathering volumes.
Other segment costs and expenses increased primarily due to higher operating expenses, including higher electricity charges.
Proportional Modified EBITDA of equity-method investments decreased at Appalachia Midstream Investments primarily driven by lower gathering rates resulting from annual cost of service contract redetermination, partially offset by an increase at Laurel Mountain due to higher commodity-based gathering rates and higher MVC revenue.
West
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Service revenues | $ | 331 | $ | 291 | |||||||||||||||||||
| Service revenues – commodity consideration | 49 | 35 | |||||||||||||||||||||
| Product sales | 187 | 152 | |||||||||||||||||||||
| Net gain (loss) on commodity derivatives | (5) | (2) | |||||||||||||||||||||
| Segment revenues | 562 | 476 | |||||||||||||||||||||
| Product costs | (182) | (137) | |||||||||||||||||||||
| Processing commodity expenses | (26) | (17) | |||||||||||||||||||||
| Other segment costs and expenses | (121) | (125) | |||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | 27 | 25 | |||||||||||||||||||||
| West Modified EBITDA | $ | 260 | $ | 222 | |||||||||||||||||||
| Commodity margins | $ | 23 | $ | 31 | |||||||||||||||||||
Three months ended March 31, 2022 vs. three months ended March 31, 2021
West Modified EBITDA increased primarily due to higher Service revenues, partially offset by lower Commodity margins.
Service revenues increased primarily due to:
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A $50 million increase primarily due to higher processing rates in the Piceance region and higher gathering rates in the Barnett Shale and Haynesville Shale regions, driven by favorable commodity pricing;
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A $1 million increase associated gathering volumes primarily due to a production increase in the Haynesville Shale region, substantially offset by a production decline in the Eagle Ford Shale region (the
| Management’s Discussion and Analysis (Continued) | Table of Contents |
impact of which is substantially offset by the recognition of higher MVC revenue described below); partially offset by
- A $7 million decrease in revenues associated with reimbursable compressor power and fuel purchases primarily due to lower prices related to the impact of the absence of severe winter weather in the first quarter of 2022 as compared to the first quarter of 2021, which are offset by similar changes in Other segment costs and expenses;
*•*A $3 million decrease associated with lower MVC revenue in the Wamsutter region, partially offset by higher MVC revenue in the Eagle Ford Shale region.
The net sum of Service revenues – commodity consideration, Product sales, Product costs, Processing commodity expenses, and net realized gains and losses on commodity derivatives related to sales of product comprise our Commodity margins. We further segregate our Commodity margins into product margins associated with our equity NGLs and marketing margins. Marketing margins decreased $12 million, primarily due to the absence of severe winter weather in the first quarter of 2022 as compared to the first quarter of 2021. Product margins from our equity NGLs increased $1 million, primarily due to higher net realized commodity sales prices, offset by lower non-ethane sales volumes and higher net realized prices for natural gas purchases associated with our equity NGL production activities.
Other segment costs and expenses changed favorably primarily due to lower reimbursable compressor power and fuel purchases which are offset in Service revenues.
Gas & NGL Marketing Services
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Service revenues | $ | 1 | $ | 1 | |||||||||||||||||||
| Product sales | 968 | 1,088 | |||||||||||||||||||||
| Net realized gain (loss) from derivative instruments | (56) | (34) | |||||||||||||||||||||
| Net unrealized gain (loss) from derivative instruments | (59) | — | |||||||||||||||||||||
| Net gain (loss) on commodity derivatives | (115) | (34) | |||||||||||||||||||||
| Segment revenues | 854 | 1,055 | |||||||||||||||||||||
| Product costs | (812) | (959) | |||||||||||||||||||||
| Other segment costs and expenses | (29) | (3) | |||||||||||||||||||||
| Gas & NGL Marketing Services Modified EBITDA | $ | 13 | $ | 93 | |||||||||||||||||||
| Commodity margins | $ | 100 | $ | 95 |
Three months ended March 31, 2022 vs. three months ended March 31, 2021
Gas & NGL Marketing Services Modified EBITDA decreased primarily due to higher net unrealized loss from derivative instruments and higher Other segment costs and expenses, partially offset by higher Commodity margins.
The net sum of Product sales, Product costs, and Net realized gain (loss) from derivative instruments related to sales of product comprise our Commodity margins. Commodity margins increased $5 million primarily due to:
*•*A $63 million increase associated with the operations acquired in the Sequent Acquisition in the third quarter of 2021 primarily related to favorable pricing spreads on transportation capacity reflecting gains on physical transactions, partially offset by net realized losses on derivatives and a $15 million charge related
| Management’s Discussion and Analysis (Continued) | Table of Contents |
to the remaining recognition of a purchase accounting inventory fair value adjustment which increased the weighted-average cost of inventory. This increase was substantially offset by
- A $58 million decrease associated with our legacy natural gas marketing operations primarily due to lower net realized natural gas prices from the absence of severe winter weather in the first quarter of 2022 as compared to the first quarter of 2021.
Net unrealized gain (loss) from derivative instruments relates to derivative contracts that are not designated as hedges for accounting purposes. We can experience significant earnings volatility from the fair value accounting required for the derivatives used to hedge a portion of the economic value of the underlying transportation and storage portfolio. However, the unrealized fair value measurement gains and losses are offset by valuation changes in the economic value of the underlying transportation and storage portfolio, which is not accounted for on a fair value basis.
Other segment costs and expenses increased primarily due to higher employee-related costs related to the Sequent Acquisition.
Other
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Service revenues | $ | 9 | $ | 7 | |||||||||||||||||||
| Product sales | 104 | 56 | |||||||||||||||||||||
| Net realized gain (loss) from derivative instruments | (8) | — | |||||||||||||||||||||
| Net unrealized gain (loss) from derivative instruments | (66) | — | |||||||||||||||||||||
| Net gain (loss) on commodity derivatives | (74) | — | |||||||||||||||||||||
| Segment revenues | 39 | 63 | |||||||||||||||||||||
| Other segment costs and expenses | (34) | (30) | |||||||||||||||||||||
| Other Modified EBITDA | $ | 5 | $ | 33 |
Three months ended March 31, 2022 vs. three months ended March 31, 2021
Other Modified EBITDA decreased primarily due to $32 million lower results from our upstream operations which included the following:
*•*A $66 million net unrealized loss on commodity derivatives in the first quarter of 2022 related to hedges of future upstream production; partially offset by
- A $40 million increase in realized product sales primarily due to higher volumes associated with acquisitions of additional ownership interests in the second and third quarters of 2021. This volume increase was partially offset by lower average realized commodity prices due to the absence of severe winter weather in the first quarter of 2022 as compared to the first quarter of 2021.
| Management’s Discussion and Analysis (Continued) | Table of Contents |
Management’s Discussion and Analysis of Financial Condition and Liquidity
Outlook
Our growth capital and investment expenditures in 2022 are currently expected to be in a range from $2.25 billion to $2.35 billion. Growth capital spending in 2022 primarily includes Transco expansions, all of which are fully contracted with firm transportation agreements, projects supporting the Northeast G&P business, the Trace Acquisition, and an expansion in the Western Gulf area. We also expect to invest capital in the development of our upstream oil and gas properties. In addition to growth capital and investment expenditures, we also remain committed to projects that maintain our assets for safe and reliable operations, as well as projects that meet legal, regulatory, and/or contractual commitments. We funded the Trace Acquisition with available sources of short-term liquidity and intend to fund substantially all additional planned 2022 capital spending with cash available after paying dividends. We retain the flexibility to adjust planned levels of growth capital and investment expenditures in response to changes in economic conditions or business opportunities including the repurchase of our common stock.
During the first quarter of 2022, we early retired of $1.25 billion of 3.6 percent senior unsecured notes that were scheduled to mature in March 2022. As of March 31, 2022, we have approximately $1.6 billion of long-term debt due within one year. Our potential sources of liquidity available to address these maturities include cash on hand, proceeds from refinancing or from our credit facility, as well as proceeds from asset monetizations. In May 2022, we expect to early retire our $750 million of 3.35 percent senior unsecured notes that are scheduled to mature in August 2022.
Liquidity
Based on our forecasted levels of cash flow from operations and other sources of liquidity, we expect to have sufficient liquidity to manage our businesses in 2022. Our potential material internal and external sources and uses of liquidity are as follows:
| Sources: | |||||
| Cash and cash equivalents on hand | |||||
| Cash generated from operations | |||||
| Distributions from our equity-method investees | |||||
| Utilization of our credit facility and/or commercial paper program | |||||
| Cash proceeds from issuance of debt and/or equity securities | |||||
| Proceeds from asset monetizations | |||||
| Uses: | |||||
| Working capital requirements | |||||
| Capital and investment expenditures | |||||
| Product costs | |||||
| Other operating costs including human capital expenses | |||||
| Quarterly dividends to our shareholders | |||||
| Debt service payments, including payments of long-term debt | |||||
| Distributions to noncontrolling interests | |||||
| Share repurchase program |
As of March 31, 2022, we have approximately $20.8 billion of long-term debt due after one year. Our potential sources of liquidity available to address these maturities include cash generated from operations, proceeds from refinancing or from our credit facility, as well as proceeds from asset monetizations.
| Management’s Discussion and Analysis (Continued) | Table of Contents |
Potential risks associated with our planned levels of liquidity discussed above include those previously discussed in Company Outlook*.*
As of March 31, 2022, we had a working capital deficit of $1.154 billion, including cash and cash equivalents and long-term debt due within one year. Our available liquidity is as follows:
| Available Liquidity | March 31, 2022 | ||||
| (Millions) | |||||
| Cash and cash equivalents | $ | 604 | |||
| Capacity available under our $3.75 billion credit facility, less amounts outstanding under our $3.5 billion commercial paper program (1) | 3,750 | ||||
| $ | 4,354 |
(1)In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program. We had no commercial paper outstanding as of March 31, 2022. Through March 31, 2022, there was no amount outstanding under our commercial paper program and credit facility. At March 31, 2022, we were in compliance with the financial covenants associated with our credit facility.
Dividends
We increased our regular quarterly cash dividend to common stockholders by approximately 3.7 percent from the $0.41 per share paid in each quarter of 2021, to $0.425 per share paid in March 2022.
Distributions from Equity-Method Investees
The organizational documents of entities in which we have an equity-method investment generally require periodic distributions of their available cash to their members. In each case, available cash is reduced, in part, by reserves appropriate for operating their respective businesses.
Credit Ratings
The interest rates at which we are able to borrow money are impacted by our credit ratings. The current ratings are as follows:
| Rating Agency | Outlook | Senior Unsecured Debt Rating | ||||||||||||
| S&P Global Ratings | Stable | BBB | ||||||||||||
| Moody’s Investors Service | Stable | Baa2 | ||||||||||||
| Fitch Ratings | Stable | BBB |
These credit ratings are included for informational purposes and are not recommendations to buy, sell, or hold our securities, and each rating should be evaluated independently of any other rating. No assurance can be given that the credit rating agencies will continue to assign us investment-grade ratings even if we meet or exceed their current criteria for investment-grade ratios. A downgrade of our credit ratings might increase our future cost of borrowing and, if ratings were to fall below investment-grade, could require us to provide additional collateral to third parties, negatively impacting our available liquidity.
| Management’s Discussion and Analysis (Continued) | Table of Contents |
Sources (Uses) of Cash
The following table summarizes the sources (uses) of cash and cash equivalents for each of the periods presented (see Notes to Consolidated Financial Statements for the Notes referenced in the table):
| Cash Flow | Three Months Ended March 31, | ||||||||||||||||
| Category | 2022 | 2021 | |||||||||||||||
| (Millions) | |||||||||||||||||
| Sources of cash and cash equivalents: | |||||||||||||||||
| Operating activities – net | Operating | $ | 1,082 | $ | 915 | ||||||||||||
| Proceeds from long-term debt | Financing | 3 | 897 | ||||||||||||||
| Uses of cash and cash equivalents: | |||||||||||||||||
| Payments of long-term debt | Financing | (1,256) | (5) | ||||||||||||||
| Common dividends paid | Financing | (518) | (498) | ||||||||||||||
| Capital expenditures | Investing | (291) | (260) | ||||||||||||||
| Dividends and distributions paid to noncontrolling interests | Financing | (37) | (54) | ||||||||||||||
| Purchases of and contributions to equity-method investments | Investing | (56) | (14) | ||||||||||||||
| Other sources / (uses) – net | Financing and Investing | (3) | 3 | ||||||||||||||
| Increase (decrease) in cash and cash equivalents | $ | (1,076) | $ | 984 |
Operating activities
The factors that determine operating activities are largely the same as those that affect Net income (loss), with the exception of noncash items such as Depreciation and amortization, Provision (benefit) for deferred income taxes, Equity (earnings) losses, and Net unrealized (gain) loss from derivative instruments.
Our Net cash provided (used) by operating activities for the three months ended March 31, 2022, increased from the same period in 2021 primarily due to higher operating income (excluding noncash items as previously discussed), favorable changes in margin requirements, and higher distributions from unconsolidated affiliates.
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