Williams Companies (WMB) 10-K risk factor changes: FY2021 vs FY2020

- The impact of the [removed: coronavirus (COVID-19)] [added: COVID-19] pandemic.

- The impact of existing and future laws and regulations, the regulatory environment, environmental [removed: liabilities,] [added: matters,] and litigation, as well as our ability to obtain necessary permits and approvals, and achieve favorable rate proceeding outcomes;

Our ability to maintain and expand our natural gas transportation and midstream businesses depends on the level of drilling and production [added: predominantly] by third parties in our supply basins.

Price volatility has [added: had] and could continue to have an adverse effect on our business, results of operations, financial condition, and cash flows.

Any such event that delays or prevents the expansion of our business, that interrupts the revenues generated by our operations, or which causes us to make [removed: significant expenditures not covered by insurance, could adversely affect our financial condition and results of operations.]

[removed: We anticipate that we will enter into more such] arrangements, including through new joint venture structures or new Partially Owned Entities.

[added: We may have limited] operational flexibility in such current and future arrangements and we may not be able to control the timing or amount of cash distributions received.

Investor advocacy groups, [removed: certain] institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.

We have adopted certain practices as highlighted in our [removed: 2019] [added: 2020] Sustainability Report, including with respect to air emissions, biodiversity and land use, climate change and environmental stewardship.

We face risks related to the COVID-19 pandemic and other health [removed: epidemics][added: epidemics.]

The global outbreak of the [removed: coronavirus] [added: coronavirus, including its variants] (COVID-19) is currently impacting countries, communities, supply chains, and markets.

However, the age, operating systems, or condition of our current information technology infrastructure and software assets and our ability to maintain and upgrade such assets [added: could affect our ability to resist cybersecurity threats.]

[removed: Breaches in our information technology infrastructure or physical facilities, or other disruptions including those arising from theft, vandalism, fraud, or unethical conduct, could result in damage to or destruction of our assets, unnecessary waste, safety incidents, damage to the environment,] reputational damage, potential liability, the loss of contracts, the imposition of significant costs associated with remediation and litigation, heightened regulatory scrutiny, increased insurance costs, and have a material adverse effect on our operations, financial condition, results of operations, and cash flows.

[added: If stockholder activists were to again take or threaten to take] actions against the Company or seek to involve themselves in the governance, strategic direction or operations of the Company, we could incur significant costs as well as the distraction of management, which could have an adverse effect on our business or financial results.

Our total outstanding long-term debt (including current portion) as of December 31, [removed: 2020,] [added: 2021,] was [removed: $22.3] [added: $23.7] billion.

For more information regarding our debt agreements, please read Note [removed: 14] [added: 13] – Debt and Banking Arrangements of Notes to Consolidated Financial Statements.

Previously considered proposals have included, among other things, limitations on the amount of GHGs that can be emitted (so called “caps”) [added: together with systems of permitted emissions allowances.]

Governmentally imposed constraints, such as prohibitions on natural gas hookups in newly constructed buildings, could also artificially limit new demand for natural gas.

significant expenditures not covered by insurance, could adversely affect our financial condition and results of operations.

We anticipate that we will enter into more such

Breaches in our information technology infrastructure or physical facilities, or other disruptions including those arising from theft, vandalism, fraud, or unethical conduct, could result in damage to or destruction of our assets, unnecessary waste, safety incidents, damage to the environment,

The difference in accounting treatment for the underlying position and the financial instrument used to hedge the value of the contract can cause volatility in our reported net income while the positions are open due to mark-to-market accounting.

We may have limited

could affect our ability to resist cybersecurity threats.

If stockholder activists were to again take or threaten to take

together with systems of permitted emissions allowances.

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, [added: West,] and [removed: West.][added: Sequent.]

All remaining business activities [removed: as well as corporate activities] are included in Other.

[removed: Our] [added: As of December 31, 2021, our] reportable segments are comprised of the following businesses:

- Northeast G&P is comprised of our midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in our Northeast JV (a consolidated variable interest entity) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal (a consolidated variable interest entity) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain, a [removed: 99] [added: 50] percent [removed: interest in Caiman II (a former] equity-method investment [removed: which is] [added: in Blue Racer (we previously effectively owned] a [removed: consolidated entity following] [added: 29 percent indirect interest in Blue Racer through] our [removed: November 2020 acquisition of an additional ownership interest) which owns a 50] [added: 58] percent equity-method investment in [removed: Blue Racer,] [added: BRMH until acquiring a controlling interest of BRMH in November 2020] and [added: the remaining interest in September 2021), 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.

- 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 [removed: Anadarko, Arkoma,] [added: Anadarko] and Permian basins.

This segment also includes [removed: our] NGL and natural gas marketing [removed: business,] [added: business (excluding the activities within the Sequent segment described below),] 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 (Brazos Permian II).

- Other includes [removed: certain previously owned operations,] [added: our upstream operations and] minor business activities that are not reportable segments, as well as corporate operations.

In December [removed: 2020,] [added: 2021,] we paid a regular quarterly dividend of [removed: $0.40] [added: $0.41] per share.

On [removed: January 26, 2021,] [added: February 1, 2022,] our board of directors approved a regular quarterly dividend of [removed: $0.41] [added: $0.425] per share payable on March [removed: 29, 2021.][added: 28, 2022.]

[removed: - A $123 million] [added: The] unfavorable change in *Net income (loss) attributable to noncontrolling interests* [added: is] primarily [removed: driven by a reduced] [added: due to the absence of our partner’s] share of [removed: certain] [added: the 2020 goodwill] impairment [removed: charges attributable to noncontrolling interests;][added: at the Northeast reporting unit.]

[removed: *•*A $282 million decrease in *Impairment] [added: | Impairment] of certain [removed: assets*;][added: assets | | | — | | | | | | (12) | | | | | | (10) | | |]

[removed: - A $234 million favorable change in] *Operating and maintenance expenses* [removed: and *Selling, general, and administrative expenses*, driven by] [added: decreased primarily due to] lower employee-related expenses, including the absence of 2019 severance and related costs and the associated reduced costs in [removed: 2020] [added: 2020,] as well as the [removed: benefit] [added: favorable impact] of a [added: 2020] change in an employee benefit [removed: policy;][added: policy (see Note 5 – Other Income and Expenses of Notes to Consolidated Financial Statements), and lower maintenance and operating costs primarily due to timing and scope of activities.]

Expansion Project [removed: Updates][added: Update]

[removed: Together, the first two phases of the] [added: The] project increased capacity by [removed: 1,025] [added: 582] Mdth/d.

The outbreak of COVID-19 [removed: has] severely impacted global economic activity and caused significant volatility and negative pressure in financial markets.

We [removed: are monitoring] [added: continue to monitor] the COVID-19 pandemic and have taken steps intended to protect the safety of our customers, employees, and communities, and to support the continued delivery of safe and reliable service to our customers and the communities we serve.

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

Our strategy is to provide [removed: large-scale] [added: 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 continue to maintain a strong commitment to safety, [removed: environmental stewardship, operational excellence, and customer satisfaction.]

We believe that accomplishing these goals will position us to deliver [removed: safe and reliable service] [added: safe, reliable, clean energy services] to our customers and an attractive return to our shareholders.

[removed: Our business plan for 2021 includes a] [added: We have] continued [added: to] focus on earnings and cash flow growth, while continuing to improve leverage metrics and control operating costs.

In [removed: 2021,] [added: 2022,] our operating results are expected to benefit from growth in our [removed: Northeast G&P gathering] [added: Ohio Valley Midstream, Cardinal, Susquehanna,] and [removed: processing volumes.][added: Haynesville areas.]

Our growth capital and investment expenditures in [removed: 2021] [added: 2022] are expected to be in a range from [removed: $1.0] [added: $1.25] billion to [removed: $1.2] [added: $1.35] billion.

Growth capital spending in [removed: 2021] [added: 2022] primarily includes Transco expansions, all of which are fully contracted with firm transportation agreements, [removed: and] projects supporting the Northeast G&P [removed: business and] [added: business,] opportunities in the Haynesville [added: area, and an expansion in the Western Gulf] area.

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

- Opposition to, and [removed: legal] regulations affecting, our infrastructure projects, including the risk of delay or denial in permits and approvals needed for our projects;

- Counterparty credit and performance [removed: risk, including unexpected developments in customer bankruptcy proceedings;][added: risk;]

- General economic, financial markets, or [removed: further] industry downturns, including increased [added: inflation and] interest rates;

We seek to maintain a strong financial position and liquidity, as well as manage a diversified portfolio of [added: safe, clean, and reliable] energy infrastructure assets that continue to serve key growth markets and supply basins in the United States.

In [removed: May 2019,] [added: March 2021,] we [removed: received approval from] [added: filed an application with] the FERC [added: for the project] to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from [removed: Station 195] [added: receipt points] in [added: northeastern] Pennsylvania to [removed: the Rockaway Delivery Lateral transfer point] [added: multiple delivery points] in [added: Pennsylvania,] New [removed: York.][added: Jersey, and Maryland.]

We [removed: placed 125 Mdth/d of capacity under the project into service in the fourth quarter of 2020, and we] plan to place the [removed: remainder of the] project into service as early as the fourth quarter of [removed: 2021,] [added: 2024,] assuming timely receipt of all necessary regulatory approvals.

The project is expected to increase capacity by [removed: 582] [added: 829] Mdth/d.

We have [removed: employee benefit plans that include] pension and other postretirement [removed: benefits.][added: benefit plans that require the use of assumptions and estimates to determine the benefit obligations and costs.]

[removed: These estimates] [added: Estimates] and assumptions [added: utilized] include the expected long-term rates of return on plan assets, discount rates, cash balance interest crediting rate, and employee demographics, including retirement age and mortality.

The assumptions utilized to compute [removed: cost and] the benefit obligations [added: and costs] are shown in Note [removed: 10] [added: 8] – Employee Benefit Plans of Notes to Consolidated Financial Statements.

| Discount rate | | | [removed: $] [added: (4)] | [removed: 2] | | | | | [removed: $] [added: (1)] | [removed: 3] | | | | | [removed: $] [added: (22)] | [removed: (101)] | | | | | [removed: $] [added: 27] | [removed: 119] | |

| Cash balance interest crediting rate | | | [removed: 9] [added: 6] | | | | | | (4) | | | | | | [removed: 67] [added: 66] | | | | | | [removed: (57)] [added: (56)] | | |

| Discount rate | | | [removed: —] [added: $] | [added: 2] | | | | | [removed: 1] [added: $] | [added: —] | | | | | [removed: (24)] [added: $] | [added: (97)] | | | | | [removed: 30] [added: $] | [added: 114] | |

Our expected long-term rate of return on plan assets used for our pension plans was [removed: 4.67] [added: 3.69] percent in [removed: 2020.][added: 2021.]

The [removed: 2020] [added: 2021] actual return on plan assets for our pension plans was approximately [removed: 17.9] [added: 4.9] percent.

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.

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.

- Sequent includes the operations of Sequent Energy Management, L.P. and Sequent Energy Canada, Corp. acquired on July 1, 2021 (Sequent Acquisition).

Sequent focuses on risk management and the marketing,

trading, storage, and transportation of natural gas for a diverse set of natural gas utilities, municipalities, power generators, and producers, and moves gas to markets through transportation and storage agreements on strategically positioned assets, including our Transco system.

*Net income (loss) attributable to The Williams Companies, Inc.* for the year ended December 31, 2021, increased by $1.3 billion over the prior year, reflecting $223 million of higher net realized commodity margins, $280 million of increased earnings from equity-method investments, primarily due to the absence of our $78 million share of a 2020 impairment of goodwill at West and higher volumes within Northeast G&P, as well as net realized product sales from upstream operations of $313 million and $106 million of higher transportation fee revenues associated with expansion projects placed in service at Transco in 2020 and 2021.

The improvement over last year was partially offset by $314 million of higher operating and administrative costs, $121 million of higher depreciation and amortization expense, and a $109 million unfavorable impact of 2021 net unrealized losses from commodity derivative instruments at Sequent.

The improvement over last year also reflects the absence of $1.4 billion in pre-tax charges in 2020 related to impairments of equity-method investments, goodwill, and certain assets, of which $65 million was attributable to noncontrolling interests.

The provision for income taxes changed unfavorably by $432 million primarily due to higher pre-tax income.

The Sequent segment includes $109 million of net unrealized losses from commodity derivatives not designated as hedges for accounting purposes.

Sequent 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 generally offset by valuation changes in the economic value of the underlying transportation and storage portfolio, which is not recognized until the underlying transportation and storage transaction occurs.

Recent Developments

Share Repurchase Program

In September 2021, our Board of Directors authorized a share repurchase program with a maximum dollar limit of $1.5 billion.

Repurchases may be made from time to time in the open market, by block purchases, in privately negotiated transactions, or in such other manner as determined by our management.

Our management will also determine the timing and amount of any repurchases based on market conditions and other factors.

The share repurchase program does not obligate us to acquire any particular amount of common stock, and it may be suspended or discontinued at any time.

This stock repurchase program does not have an expiration date.

There were no repurchases under the program as of December 31, 2021.

Sequent Acquisition

In July 2021, we completed the acquisition of 100 percent of Sequent.

Total consideration for this acquisition was $159 million, which included $109 million related to working capital.

Sequent focuses on risk management and the marketing, trading, storage, and transportation of natural gas for a diverse set of natural gas utilities, municipalities, power generators, and producers, and moves gas to markets through transportation and storage agreements on strategically positioned assets, including our Transco system.

The addition of Sequent complements

the geographic footprint of our core pipeline transportation and storage business, enhances our gas marketing capabilities, and expands the suite of services we provide to our existing midstream customers.

Upstream Joint Ventures

In the third quarter of 2021, we conveyed certain oil and gas properties in the Wamsutter field, which we acquired in 2021, to a venture along with certain oil and gas properties conveyed by a third-party operator in the region.

Under the terms of the agreement, the third party owns a 25 percent and we own a 75 percent undivided interest in each well’s working interest.

We will retain ownership in the undeveloped acreage until certain acreage earning hurdles are met, at which time the remaining undeveloped acreage will be conveyed to the third party resulting in the third party owning 50 percent and us owning 50 percent.

The combined properties consist of over 1.2 million net acres and an interest in over 3,500 wells.

In the third quarter of 2021, we sold 50 percent of certain existing wells and wellbore rights in the South Mansfield area of the Haynesville Shale region to a third party operator, in a strategic effort to develop the acreage, thereby enhancing the value of our midstream natural gas infrastructure.

Under the agreement, the third party will operate the upstream position and develop the undeveloped acreage.

We will retain ownership in the undeveloped acreage until certain acreage earning and carried interest hurdles are met, at which time remaining undeveloped acreage will be conveyed to the third party resulting in the third party owning 75 percent and us owning 25 percent.

We placed 125 Mdth/d of capacity under the project into service in the fourth quarter of 2020, and in September and October of 2021, we placed approximately 382 Mdth/d of additional capacity into service.

We placed the remainder of the project into service in December 2021.

environmental stewardship including seeking opportunities for renewable energy ventures, operational excellence, and customer satisfaction.

Our business plan for 2022 includes a continued focus on earnings and cash flow growth.

We also anticipate increases resulting from recently completed Transco expansion projects and development of our upstream oil and gas properties.

These increases are partially offset by the absence of favorable results captured during Winter Storm Uri in 2021 by our commodity marketing business and lower expected results in the Bradford Supply Hub primarily due to lower gathering rates resulting from annual cost of service contract redetermination.

We are an energy infrastructure company focused on connecting North America’s significant hydrocarbon resource plays to growing markets for natural gas and NGLs through our gas pipeline and midstream business.

Rates are established in accordance with the FERC’s ratemaking process.

*Net income (loss) attributable to The Williams Companies, Inc.*, for the year ended December 31, 2020, decreased $639 million compared to the year ended December 31, 2019, reflecting:

- An $860 million increase in *Impairment of equity-method investments*;

*•*A $187 million *Impairment of goodwill* in 2020;

*•*The absence of a $122 million gain recognized on the sale of our interest in an equity-method investment in 2019;

*•*A $76 million unfavorable change in *Other income (expense) – net.*

These unfavorable changes were partially offset by:

- A $256 million favorable change in *Provision (benefit) for income taxes.*

Acquisition of Caiman II (Blue Racer)

As of December 31, 2019, we effectively owned a 29 percent indirect interest in Blue Racer through our 58 percent interest in Caiman II, whose primary asset is a 50 percent interest in Blue Racer.

On November 18, 2020, we paid $157 million, net of cash acquired, to acquire an additional 41 percent ownership interest in Caiman II.

We now control and consolidate Caiman II, reporting the 50 percent interest in Blue Racer as an equity-method investment.

Significant expansion project updates for the period, including projects placed into service are described below.

Ongoing major expansion projects are discussed later in Company Outlook.

Hillabee

In February 2016, the FERC issued a certificate order for the initial phases of Transco’s Hillabee Expansion Project.

The project involves an expansion of Transco’s existing natural gas transmission system from Station 85 in west central Alabama to an interconnection with the Sabal Trail pipeline in east central Alabama.

The project is being constructed in phases, and all of the project expansion capacity is dedicated to Sabal Trail pursuant to a capacity lease agreement.

Phase I was completed in 2017 and it increased capacity by

818 Mdth/d.

We placed Phase II into service on May 1, 2020.

*West*

Project Bluestem

We expanded our presence in the Mid-Continent region through building a 189-mile NGL pipeline from our fractionator and NGL storage facilities near Conway, Kansas, to an interconnection with a third-party NGL pipeline system in Oklahoma, providing us with firm access to Mt.

Belvieu pricing.

As part of the project, the third party constructed a 110-mile pipeline extension of its existing NGL pipeline system that will have an initial capacity of 120 Mbbls/d.

The pipeline and extension projects were placed into service on December 1, 2020.

Further, during the first quarter of 2019, we exercised an option to purchase a 20 percent equity interest in Targa Train 7, a Mt.

Belvieu fractionation train developed by the third party, which was placed into service in the first quarter of 2020.

We are continuing to monitor developments with respect to the outbreak and note the following:

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

- We continue to monitor and adapt our remote working arrangements and limit business-related travel.

Implementation of these measures has not required material expenditures or significantly impacted our ability to operate our business.

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

Customer Bankruptcy

In June 2020, our customer, Chesapeake Energy Corporation (Chesapeake), announced that it had voluntarily filed for relief under Chapter 11 of the U.S. Bankruptcy Code.

We provide midstream services, including wellhead gathering, for the natural gas that Chesapeake and its joint interest owners produce, primarily in the Eagle Ford Shale, Haynesville Shale, and Marcellus Shale regions (through Appalachia Midstream Investments).

In November 2020, we reached a global resolution with Chesapeake as part of Chesapeake’s restructuring process.

The resolution was approved by the bankruptcy court in December 2020 and per the terms, Chesapeake paid all outstanding pre-petition amounts due to us.

(See Note [removed: 14] [added: 13] – Debt and Banking Arrangements of Notes to Consolidated Financial Statements.)

The tables below provide information by maturity date about our interest rate risk-sensitive instruments as of December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

See Note [removed: 18] [added: 17] – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements for the methods used in determining the fair value of our long-term debt.

| | | | | | | [removed: 2020] [added: 2022] | | | | | | [removed: 2021] [added: 2023] | | | | | | [removed: 2022] [added: 2024] | | | | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2024] [added: 2026] | | | | | | Thereafter (1) | | | | | | Total | | | | | | Fair Value December 31, [removed: 2019] [added: 2021] | | |

We are exposed to the impact of fluctuations in the market price of [removed: NGLs and] natural gas, [added: NGLs, and crude oil] as well as other market factors, such as market volatility and energy commodity price correlations.

| Fixed rate | | | | | | $ | 2,026 | | | | | $ | 1,478 | | | | | $ | 2,281 | | | | | $ | 1,619 | | | | | $ | 1,244 | | | | | $ | 15,027 | | | | | $ | 23,675 | | | | | $ | 27,768 | |

| Weighted-average interest rate | | | | | | 4.9 | | % | | | | 5.0 | | % | | | | 5.1 | | % | | | | 5.1 | | % | | | | 5.1 | | % | | | | 5.1 | | % | | | | | | | | | | | | |

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Sequent routinely utilizes various types of derivative instruments to economically hedge certain commodity price risks inherent in the natural gas marketing industry.

These instruments include a variety of exchange-traded and OTC energy contracts such as forward contracts, futures contracts, and basis swaps, as well as physical transactions that qualify as derivatives.

These economic hedging activities are not designated and do not qualify for hedge accounting treatment.

The maturities of Sequent’s derivative contracts at December 31, 2021 were as follows:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Total Fair Value | | | | | | Maturity | | | | | | | | | | | | | | |

| Fair Value Measurements Using (1) | | | | | | | | | 2022 | | | | | | 2023 - 2024 | | | | | | 2025 - 2026+ | | | | | |

| | | | | | | (Millions) | | | | | | | | | | | | | | | | | | | | |

| Level 1 | | | | | | $ | (69) | | | | | $ | (49) | | | | | $ | (30) | | | | | $ | 10 | |

| Level 2 | | | | | | (317) | | | | | | (77) | | | | | | (108) | | | | | | (132) | | |

| Level 3 | | | | | | (16) | | | | | | (13) | | | | | | (11) | | | | | | 8 | | |

| Fair value of contracts outstanding at end of period (2) | | | | | | $ | (402) | | | | | $ | (139) | | | | | $ | (149) | | | | | $ | (114) | |

_______________

(1)See Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements for discussion of valuation techniques by level within the fair value hierarchy.

See Note 18 – Derivatives for the amount of change in fair value recognized in the Consolidated Statement of Income.

(2)Excludes cash collateral of $267 million in Level 1.

Sequent Value at Risk (VaR)

VaR is the maximum potential loss in portfolio value over a specified time period that is not expected to be exceeded within a given degree of probability.

Sequent’s VaR may not be comparable to that of other companies due to differences in the factors used to calculate VaR.

Sequent’s VaR is determined using a parametric model with a 95 percent confidence interval and a one-day holding period, which means that 95 percent of the time, the risk of loss in a day from a portfolio of positions is expected to be less than or equal to the amount of VaR calculated.

The open exposure of Sequent is managed in accordance with established policies that limit market risk and require daily reporting of potential financial exposure to senior management.

Because Sequent generally manages physical gas assets and economically protects its positions by hedging in the futures markets, Sequent’s open exposure is generally mitigated.

Sequent employs daily risk testing, using both VaR and stress testing, to evaluate the risk of its positions.

Sequent actively monitors open commodity positions and the resulting VaR and maintains a relatively small risk exposure as total buy volume is close to sell volume, with minimal open natural gas price risk.

Sequent had the following VaRs for the period subsequent to the Sequent Acquisition:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Six Months Ended December 31, 2021 | | | | | | | | | | | |

| | | | (Millions) | | | | | | | | | | | |

| Average | | | $ | 3.6 | | | | | | | | | | |

| High | | | $ | 7.4 | | | | | | | | | | |

| Low | | | $ | 1.6 | | | | | | | | | | |

| Fixed rate | | | | | | $ | 2,141 | | | | | $ | 893 | | | | | $ | 2,025 | | | | | $ | 1,477 | | | | | $ | 2,279 | | | | | $ | 13,473 | | | | | $ | 22,288 | | | | | $ | 25,319 | |

| Weighted-average interest rate | | | | | | 5.2 | | % | | | | 5.2 | | % | | | | 5.3 | | % | | | | 5.4 | | % | | | | 5.6 | | % | | | | 5.6 | | % | | | | | | | | | | | | |

At December 31, 2020 and 2019, our derivative activity was not material.

We are an energy [removed: infrastructure] company committed to [removed: be] [added: being] the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy.

We have operations in [removed: 15] [added: 14] supply areas that provide natural gas gathering, processing, and transmission [removed: services and natural gas liquids] [added: services, NGLs] fractionation, transportation, and storage [added: services, and marketing] services to more than 600 customers.

We own an interest in and operate over 30,000 miles of pipelines, [removed: 34] [added: 29] processing facilities, [removed: 9] [added: 7] fractionation facilities, and approximately 23 million barrels of NGL storage capacity, [removed: handling approximately 30 percent of the nation’s] [added: and deliver] natural gas [removed: volumes.][added: that is used every day for clean-power generation, heating, and industrial use.]

| [removed: ] [added: ] | | |

| [removed: ] [added: ] | | |

These contracts have various expiration dates and account for the major portion of our regulated [removed: businesses, and are not exposed to crude oil prices.][added: businesses.]

[removed: Additionally, we offer storage] services and interruptible transportation services under shorter-term agreements.

Transco’s and Northwest Pipeline’s three largest customers in [removed: 2020] [added: 2021] accounted for approximately [removed: 28] [added: 26] percent and [removed: 51] [added: 52] percent, respectively, of their total operating revenues.

[added: Our treating facilities] remove water vapor, carbon dioxide, and other contaminants, and collect condensate.

For the year ended December 31, [removed: 2020,] [added: 2021,] approximately [removed: 80] [added: 90] percent of our NGL production volumes were under fee-based contracts.

For the year ended December 31, [removed: 2020,] [added: 2021,] approximately [removed: 20] [added: 10] percent of our NGL production volumes were under noncash commodity-based contracts.

Certain contracts include cost of service mechanisms that are designed to support a return on invested capital and allow our gathering rates to be adjusted, subject to specified caps in certain cases, to account for variability in volume, capital expenditures, commodity price fluctuations, [removed: compression] [added: compression,] and other expenses.

During [removed: 2020,] [added: 2021,] our facilities gathered and processed gas and crude oil for approximately [removed: 230] [added: 220] customers.

Our top ten customers accounted for approximately [removed: 73] [added: 75] percent of our gathering and processing fee revenues and NGL margins from our noncash commodity-based agreements.

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

Our crude oil transportation operations, which are presented in our Transmission & Gulf of Mexico segment as described under the heading “Business Segments,” earn revenues [removed: typically by volumetric-based fee] [added: primarily from a combination of fixed-monthly fees, contractual fixed or variable fees applied to production volumes, and contributions in aid of construction (CIAC)] arrangements.

Key variables for [removed: all of] our businesses will continue to be:

Consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources, our operations are conducted, managed, and presented in Part I of this Annual Report within the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, [added: West,] and [removed: West.][added: Gas & NGL Marketing Services.]

- Northeast G&P is comprised of our midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in our Northeast JV (a consolidated variable interest entity) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal (a consolidated variable interest entity) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain, a [removed: 99 percent interest in Caiman II (a former equity-method investment which is a consolidated entity following our November 2020 acquisition of an additional ownership interest) which owns 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.

- 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 [removed: Anadarko, Arkoma,] [added: Anadarko] and Permian basins.

This segment also includes our NGL [removed: and natural gas marketing business,] storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, a 50 percent equity-method investment in OPPL, a 50 percent equity-method investment in RMM, and a 20 percent equity-method investment in Targa Train 7.

- Other includes [added: our upstream operations and] minor business activities that are not reportable segments, as well as corporate operations.

Detailed discussion of each of our [removed: reporting] [added: reportable] segments follows.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.][added: Operations, which along with Item 8.]

At December 31, [removed: 2020,] [added: 2021,] Transco’s system had a system-wide delivery capacity totaling approximately [removed: 17.9] [added: 18.6] MMdth/d.

During [removed: 2020,] [added: 2021,] Transco completed [removed: one fully-contracted expansion and began partial early service on] two [removed: additional] fully-contracted expansions, which added more than 0.5 [removed: MMdth of] [added: MMdth/d interim] firm transportation capacity [removed: per day] to [removed: our] [added: the] pipeline.

Compression facilities at sea level-rated capacity total approximately [removed: 2.3] [added: 2.4] million horsepower.

At December 31, [removed: 2020,] [added: 2021,] Transco’s customers had stored in its facilities approximately [removed: 148] [added: 140] MMdth of natural gas.

At December 31, [removed: 2020,] [added: 2021,] Northwest Pipeline’s system had long-term firm transportation and storage redelivery agreements with aggregate capacity reservations of approximately 3.8 MMdth/d.

Northwest Pipeline owns a one-third undivided interest in the Jackson Prairie underground storage facility in Washington and contracts with a third party for natural gas storage services in [added: an underground storage reservoir in] the Clay [removed: basin underground] [added: Basin] field in Utah.

Northwest Pipeline also owns and operates [removed: an] [added: a] LNG storage facility in Washington.

| Other Western Gulf | | | | | | Offshore shelf and other | | | | | | [removed: 103] [added: 65] | | | | | | [removed: 0.4] [added: 0.3] | | | | | | 100% | | | | | | Western Gulf of Mexico | | |

| Discovery | | | | | | Central Gulf of Mexico | | | | | | 594 | | | | | | 0.6 | | | | | | 60% | | | | | | [removed: Western] [added: Central] Gulf of Mexico | | |

| Discovery | | | | | | Larose, LA | | | | | | 0.6 | | | | | | 32 | | | | | | 60% | | | | | | [removed: Western] [added: Central] Gulf of Mexico | | |

| Non-consolidated: [removed: (2)] [added: (1)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Discovery | | | | | | | | | | | | | | | 75 | | | | | | 10 | | | | | | 60% | | | | | | [removed: Western] [added: Central] Gulf of Mexico | | |

[removed: (2)Includes] [added: (1)Includes] 100 percent of the statistics associated with operated equity-method investments.

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Interstate natural gas pipeline throughput (Tbtu/d) | | | [removed: 15.1] [added: 16.2] | | | | | | [removed: 15.3] [added: 15.1] | | | | | | [removed: 14.0] [added: 15.3] | | |

| Gathering volumes (Bcf/d) | | | [removed: 0.25] [added: 0.28] | | | | | | 0.25 | | | | | | [removed: 0.26] [added: 0.25] | | |

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.

Additionally, we offer storage

We believe counterparty credit concerns in our gathering

Gas and NGL Marketing

Prior to the organizational realignment described under the heading “Business Segments,” certain of our commodity marketing activities were presented within our West reporting segment, while those acquired in 2021 as part of our Sequent Acquisition, which includes the operations of Sequent Energy Management, L.P. and Sequent Energy Canada, Corp. acquired on July 1, 2021 (Sequent Acquisition), were reported within the Sequent segment.

Beginning in January 2022, our NGL and natural gas marketing services are now presented primarily within our Gas & NGL Marketing Services segment.

In 2021, our three largest natural gas marketing customers accounted for approximately 13 percent of our gross natural gas marketing sales, and our three largest NGL marketing customers accounted for approximately 46 percent of our NGL marketing sales.

Our gas marketing business markets natural gas from the production at our upstream properties and provides asset management and the wholesale marketing, trading, storage, and transportation of natural gas for a diverse set of natural gas utilities, municipalities, power generators, and producers, and moves gas to markets through transportation and storage agreements on strategically positioned assets.

Our pipeline agreements connect with multiple pipelines that provide our customers with access to diverse sources of supply and various natural gas markets.

The southeastern market served by our Gas & NGL Marketing Services segment is the fastest growing natural gas demand region in the United States and expands our natural gas marketing activities, as well as optimizes our pipeline and storage capabilities with expansions into new markets.

We purchase natural gas for storage when the current market price paid to buy and transport natural gas plus the cost to store and finance the natural gas is less than an estimated, forward market price that can be received in the future, resulting in positive net product sales.

Commodity-based exchange-traded futures contracts and over-the-counter (OTC) contracts are used to sell natural gas at that future price to substantially protect the natural gas revenues that will ultimately be realized when the stored natural gas is sold.

Additionally, we enter into transactions to secure transportation capacity between delivery points in order to serve our customers and various markets.

Commodity-based exchange-traded futures contracts and OTC contracts are used to capture the price differential or spread between the locations served by the capacity in order to substantially protect the natural gas revenues that will ultimately be realized when the physical flow of natural gas between receipt and delivery points occurs.

Monthly demand charges incurred for the contracted storage and transportation capacity and payments associated with asset management agreements are substantially indirectly reimbursed by our customers.

As we are acting as an agent, our natural gas marketing revenues are presented net of the related costs of those activities.

In addition, all of our Sequent’s derivative activities qualify as held for trading purposes, which requires net presentation in the Consolidated Statement of Income.

Prior to the integration in 2022 of our historical gas marketing business with the acquired Sequent gas marketing business, natural gas marketing revenues and costs for our historical business were reported on a gross basis.

Following the integration in 2022, the entire natural gas marketing portfolio is considered held for trading purposes, and the related revenues are therefore presented net of the related costs of those activities in 2022.

We are exposed to commodity price risk.

To manage this volatility, we use various contracts in our marketing and trading activities that generally meet the definition of derivatives.

We enter into commodity-related derivatives to hedge exposures to natural gas and NGLs and retain exposure to price changes that can, in a volatile energy market, be material and can adversely affect our results of operations.

We 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 generally offset by valuation changes in the economic value of the underlying transportation and storage portfolio, which is not recognized until the underlying transportation and storage transaction occurs.

Generally, fixed-monthly fees associated with production handling and export revenues are recognized on a units-of-production basis utilizing either contractually determined maximum daily quantities or expected remaining production.

CIAC arrangements are recognized based on a units of production basis, utilizing expected remaining production.

Effective January 1, 2022, following an organizational realignment, our NGL and natural gas marketing services, previously reported within the West and former Sequent segments, are now all managed within the Gas & NGL Marketing Services segment.

- Gas & NGL Marketing Services includes our NGL and natural gas marketing services previously reported within the West segment prior to January 1, 2022, as well as the operations acquired on July 1, 2021 through our Sequent Acquisition.

Financial Statements and Supplementary Data, continues to present our segments as they were historically defined before the organizational realignment on January 1, 2022.

In addition, we added more than 0.1 MMdth/d of interim firm transportation capacity to our pipeline which will continue until the Regional Energy Access expansion project is placed in service, please refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Company Outlook.” Transco’s system includes 59 compressor stations, four underground storage fields, and one LNG storage facility.

(1) 2020 amount has been updated to reflect revised NGL production.

panhandle of West Virginia in core areas of the Marcellus Shale.

We own a 50 percent interest in Blue Racer which is operated by Blue Racer Midstream Holdings, LLC.

| | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

Jackalope was sold effective second-quarter 2019.

On July 1, 2021, we completed the Sequent Acquisition which is part of our new Gas & NGL Marketing Services business segment.

Our natural gas marketing business provides asset management and the wholesale marketing, trading, storage, and transportation of natural gas for a diverse set of natural gas utilities, municipalities, power generators, and producers and markets natural gas from the production at our upstream properties.

Our NGL marketing business transports and markets our equity NGLs from the production at our processing plants, NGLs from the production at our upstream properties, and also NGLs on behalf of third-party NGL producers, including some of our fee-based processing customers.

See the Gas and NGL Marketing section of Service Assets, Customers, and Contracts in Item 1.

Business for additional information related to this business segment.

The rates are established through the FERC’s ratemaking process.

Our treating facilities

Revenue sources have historically included a combination of fixed-fee, volumetric-based fee, and cost reimbursement arrangements.

Generally, fixed fees associated with the production at our Gulf Coast production handling facilities are recognized on a units-of-production basis.

Certain fixed fees associated with the production at our Gulfstar One facility are recognized based on contractually determined maximum daily quantities.

Transco’s system includes 57 compressor stations, four underground storage fields, and one LNG storage facility.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| Blue Racer | | | | | | West Virginia & Ohio | | | | | | 723 | | | | | | 1.5 | | | | | | 50% | | | | | | Appalachian | | |

| Berne | | | | | | Monroe Co., OH | | | | | | 0.4 | | | | | | 60 | | | | | | 50% | | | | | | Appalachian | | |

| Natrium | | | | | | Marshall Co., WV | | | | | | 0.8 | | | | | | 120 | | | | | | 50% | | | | | | Appalachian | | |

Our condensate

| | | | | | | | | | | | | | | | | | | | | |

Beginning November 18, 2020, we operate Blue Racer.

Blue Racer gathering volumes of 1.38 Bcf/d, plant inlet natural gas volumes of 0.95 Bcf/d, NGL production of 65 Mbbls/d, and NGL equity sales of 6 Mbbls/d have been excluded.

As of December 31, 2019, we effectively owned a 29 percent indirect interest in Blue Racer through our 58 percent interest in Caiman II, whose primary asset is a 50 percent interest in Blue Racer.

On November 18, 2020, we paid $157 million, net of cash acquired, to acquire an additional 41 percent ownership interest in Caiman II.

We now control and consolidate Caiman II, reporting the 50 percent interest in Blue Racer as an equity-method investment.

(1)Includes our 60 percent ownership of a gathering system in the Ryan Gulch area with 140 miles of pipeline and 0.2 Bcf/d of inlet capacity, and our 67 percent ownership of a gathering system at Allen Point with 8 miles of pipeline and 0.1 Bcf/d of inlet capacity.

We operate both systems.

We own and operate 100 percent of the balance of the Piceance gathering assets.

(1) 2020 and 2019 volumes reflect the absence of Four Corners assets due to the sale in October 2018.

Jackalope was a consolidated entity in first- and second-quarter 2018, an equity-method investment during third- and fourth-quarter 2018 as well as first-quarter 2019, and sold effective with second-quarter 2019.

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.

The system was comprised of 3,742 miles of gathering pipeline with 1.8 Bcf/d of gas gathering inlet capacity and two processing facilities with a combined 0.7 Bcf/d of natural gas processing inlet capacity and 41 Mbbls/d of NGL production capacity.

RMM includes a natural gas gathering pipeline and an approximate 80-mile crude oil transportation pipeline.

The remaining rulemakings comprising the Mega Rule are expected to be issued in 2021 and will include revised pipeline repair criteria as well as more stringent corrosion control requirements.

PHMSA also published new or more stringent rules for onshore hazardous liquids transportation lines in October 2019 requiring integrity assessments on all onshore pipe that accommodate inline inspection tools.

We are also expecting additional regulations due to new pipeline safety legislation finalized in December 2020 that reauthorized PHMSA pipeline safety programs.

determining whether a hazardous liquid pipeline is in a high consequence area, and the gas gathering portion of the proposed Mega Rule.

Financial Statements and Supplementary Data — Note 19 – Contingent Liabilities and Commitments of Notes to Consolidated Financial Statements for further details on our regulatory matters.

For additional information regarding regulatory matters, please also refer to Part 1, Item 1A.

“Risk Factors” — *“The*

Gas Pipeline Business

foreseeable future.

Midstream Business

For 2019, these metrics included our Near Miss to Incident Ratio, emphasizing our safety focus on hazard recognition and reinforcing the importance of incident prevention, and our Late Post Startup Deliverables metric, emphasizing the importance of completing all post startup deliverables associated with newly completed projects.

As disclosed in our 2020 Proxy Statement, we exceeded our targets for these safety metrics in 2019, achieving a Near Miss to Incident ratio of 13.98:1, versus a target between 9:1 and 10:1, and less than 1 percent of Late Post Startup Deliverables, versus a target between 3 percent and 4 percent.

We encourage a diverse and inclusive workforce, helping our employees reach their full potential and promoting innovation.

The additional information called for by this Item is provided in Note [removed: 16 – Stockholders' Equity and Note] 19 – Contingent Liabilities and Commitments of Notes to Consolidated Financial Statements included under Part II, Item 8 Financial Statements of this report, which information is incorporated by reference into this Item.

| | | | For the fiscal year ended | | | December 31, [removed: 2020] [added: 2021] | | |

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second quarter was approximately [removed: $23,078,419,375.][added: $31,296,220,520.]

The number of shares outstanding of the registrant’s common stock outstanding at February [removed: 19, 2021] [added: 18, 2022] was [removed: 1,213,790,391.][added: 1,215,592,791.]

Portions of the Registrant’s Definitive Proxy Statement for the Registrant’s Annual Meeting of Stockholders to be held on April [removed: 27, 2021,] [added: 26, 2022,] are incorporated into Part III, as specifically set forth in Part III.

| Item 1. | | | [removed: [Business](#i5a0a375c4d22485dacc55ceb1ffacaca_16)] [added: [Business](#i533e607b85bb4e56aa03828529f92e3f_16)] | | | [removed: [4](#i5a0a375c4d22485dacc55ceb1ffacaca_16)] [added: [4](#i533e607b85bb4e56aa03828529f92e3f_16)] | | |

| | | | [Service Assets, Customers, and [removed: Contracts](#i5a0a375c4d22485dacc55ceb1ffacaca_25)] [added: Contracts](#i533e607b85bb4e56aa03828529f92e3f_25)] | | | [removed: [5](#i5a0a375c4d22485dacc55ceb1ffacaca_25)] [added: [5](#i533e607b85bb4e56aa03828529f92e3f_25)] | | |

| | | | [Business [removed: Segments](#i5a0a375c4d22485dacc55ceb1ffacaca_28)] [added: Segments](#i533e607b85bb4e56aa03828529f92e3f_28)] | | | [removed: [7](#i5a0a375c4d22485dacc55ceb1ffacaca_28)] [added: [8](#i533e607b85bb4e56aa03828529f92e3f_28)] | | |

| | | | [Transmission & Gulf of [removed: Mexico](#i5a0a375c4d22485dacc55ceb1ffacaca_31)] [added: Mexico](#i533e607b85bb4e56aa03828529f92e3f_31)] | | | [removed: [8](#i5a0a375c4d22485dacc55ceb1ffacaca_31)] [added: [9](#i533e607b85bb4e56aa03828529f92e3f_31)] | | |

| | | | [Regulatory [removed: Matters](#i5a0a375c4d22485dacc55ceb1ffacaca_46)] [added: Matters](#i533e607b85bb4e56aa03828529f92e3f_46)] | | | [removed: [15](#i5a0a375c4d22485dacc55ceb1ffacaca_46)] [added: [16](#i533e607b85bb4e56aa03828529f92e3f_46)] | | |

| | | | [Environmental [removed: Matters](#i5a0a375c4d22485dacc55ceb1ffacaca_49)] [added: Matters](#i533e607b85bb4e56aa03828529f92e3f_49)] | | | [removed: [18](#i5a0a375c4d22485dacc55ceb1ffacaca_49)] [added: [19](#i533e607b85bb4e56aa03828529f92e3f_49)] | | |

| | | | [Human Capital [removed: Resources](#i5a0a375c4d22485dacc55ceb1ffacaca_55)] [added: Resources](#i533e607b85bb4e56aa03828529f92e3f_55)] | | | [removed: [19](#i5a0a375c4d22485dacc55ceb1ffacaca_55)] [added: [21](#i533e607b85bb4e56aa03828529f92e3f_55)] | | |

| | | | [Website Access to Reports and Other [removed: Information](#i5a0a375c4d22485dacc55ceb1ffacaca_58)] [added: Information](#i533e607b85bb4e56aa03828529f92e3f_58)] | | | [removed: [21](#i5a0a375c4d22485dacc55ceb1ffacaca_58)] [added: [23](#i533e607b85bb4e56aa03828529f92e3f_58)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i5a0a375c4d22485dacc55ceb1ffacaca_61)] [added: Factors](#i533e607b85bb4e56aa03828529f92e3f_61)] | | | [removed: [22](#i5a0a375c4d22485dacc55ceb1ffacaca_61)] [added: [24](#i533e607b85bb4e56aa03828529f92e3f_61)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i5a0a375c4d22485dacc55ceb1ffacaca_64)] [added: Comments](#i533e607b85bb4e56aa03828529f92e3f_64)] | | | [removed: [36](#i5a0a375c4d22485dacc55ceb1ffacaca_64)] [added: [39](#i533e607b85bb4e56aa03828529f92e3f_64)] | | |

| Item 2. | | | [removed: [Properties](#i5a0a375c4d22485dacc55ceb1ffacaca_67)] [added: [Properties](#i533e607b85bb4e56aa03828529f92e3f_67)] | | | [removed: [37](#i5a0a375c4d22485dacc55ceb1ffacaca_67)] [added: [39](#i533e607b85bb4e56aa03828529f92e3f_67)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i5a0a375c4d22485dacc55ceb1ffacaca_70)] [added: Proceedings](#i533e607b85bb4e56aa03828529f92e3f_70)] | | | [removed: [37](#i5a0a375c4d22485dacc55ceb1ffacaca_70)] [added: [39](#i533e607b85bb4e56aa03828529f92e3f_70)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i5a0a375c4d22485dacc55ceb1ffacaca_73)] [added: Disclosures](#i533e607b85bb4e56aa03828529f92e3f_73)] | | | [removed: [37](#i5a0a375c4d22485dacc55ceb1ffacaca_73)] [added: [39](#i533e607b85bb4e56aa03828529f92e3f_73)] | | |

| | | | [Information About Our Executive [removed: Officers](#i5a0a375c4d22485dacc55ceb1ffacaca_76)] [added: Officers](#i533e607b85bb4e56aa03828529f92e3f_76)] | | | [removed: [38](#i5a0a375c4d22485dacc55ceb1ffacaca_76)] [added: [40](#i533e607b85bb4e56aa03828529f92e3f_76)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5a0a375c4d22485dacc55ceb1ffacaca_82)] [added: Securities](#i533e607b85bb4e56aa03828529f92e3f_82)] | | | [removed: [40](#i5a0a375c4d22485dacc55ceb1ffacaca_82)] [added: [42](#i533e607b85bb4e56aa03828529f92e3f_82)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5a0a375c4d22485dacc55ceb1ffacaca_88)] [added: Operations](#i533e607b85bb4e56aa03828529f92e3f_91)] | | | [removed: [41](#i5a0a375c4d22485dacc55ceb1ffacaca_91)] [added: [43](#i533e607b85bb4e56aa03828529f92e3f_94)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5a0a375c4d22485dacc55ceb1ffacaca_136)] [added: Risk](#i533e607b85bb4e56aa03828529f92e3f_139)] | | | [removed: [65](#i5a0a375c4d22485dacc55ceb1ffacaca_136)] [added: [64](#i533e607b85bb4e56aa03828529f92e3f_139)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i5a0a375c4d22485dacc55ceb1ffacaca_139)] [added: Data](#i533e607b85bb4e56aa03828529f92e3f_142)] | | | [removed: [66](#i5a0a375c4d22485dacc55ceb1ffacaca_139)] [added: [66](#i533e607b85bb4e56aa03828529f92e3f_142)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5a0a375c4d22485dacc55ceb1ffacaca_319)] [added: Disclosure](#i533e607b85bb4e56aa03828529f92e3f_271)] | | | [removed: [138](#i5a0a375c4d22485dacc55ceb1ffacaca_319)] [added: [134](#i533e607b85bb4e56aa03828529f92e3f_271)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i5a0a375c4d22485dacc55ceb1ffacaca_322)] [added: Procedures](#i533e607b85bb4e56aa03828529f92e3f_274)] | | | [removed: [138](#i5a0a375c4d22485dacc55ceb1ffacaca_322)] [added: [134](#i533e607b85bb4e56aa03828529f92e3f_274)] | | |

| Item 9B. | | | [Other [removed: Information](#i5a0a375c4d22485dacc55ceb1ffacaca_325)] [added: Information](#i533e607b85bb4e56aa03828529f92e3f_277)] | | | [removed: [141](#i5a0a375c4d22485dacc55ceb1ffacaca_325)] [added: [138](#i533e607b85bb4e56aa03828529f92e3f_277)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5a0a375c4d22485dacc55ceb1ffacaca_331)] [added: Governance](#i533e607b85bb4e56aa03828529f92e3f_283)] | | | [removed: [141](#i5a0a375c4d22485dacc55ceb1ffacaca_331)] [added: [138](#i533e607b85bb4e56aa03828529f92e3f_283)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i5a0a375c4d22485dacc55ceb1ffacaca_334)] [added: Compensation](#i533e607b85bb4e56aa03828529f92e3f_286)] | | | [removed: [141](#i5a0a375c4d22485dacc55ceb1ffacaca_334)] [added: [138](#i533e607b85bb4e56aa03828529f92e3f_286)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5a0a375c4d22485dacc55ceb1ffacaca_337)] [added: Matters](#i533e607b85bb4e56aa03828529f92e3f_289)] | | | [removed: [141](#i5a0a375c4d22485dacc55ceb1ffacaca_337)] [added: [138](#i533e607b85bb4e56aa03828529f92e3f_289)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5a0a375c4d22485dacc55ceb1ffacaca_340)] [added: Independence](#i533e607b85bb4e56aa03828529f92e3f_292)] | | | [removed: [142](#i5a0a375c4d22485dacc55ceb1ffacaca_340)] [added: [139](#i533e607b85bb4e56aa03828529f92e3f_292)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i5a0a375c4d22485dacc55ceb1ffacaca_343)] [added: Services](#i533e607b85bb4e56aa03828529f92e3f_295)] | | | [removed: [142](#i5a0a375c4d22485dacc55ceb1ffacaca_343)] [added: [139](#i533e607b85bb4e56aa03828529f92e3f_295)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i5a0a375c4d22485dacc55ceb1ffacaca_349)] [added: Schedules](#i533e607b85bb4e56aa03828529f92e3f_301)] | | | [removed: [143](#i5a0a375c4d22485dacc55ceb1ffacaca_349)] [added: [140](#i533e607b85bb4e56aa03828529f92e3f_301)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i5a0a375c4d22485dacc55ceb1ffacaca_352)] [added: Summary](#i533e607b85bb4e56aa03828529f92e3f_304)] | | | [removed: [152](#i5a0a375c4d22485dacc55ceb1ffacaca_352)] [added: [149](#i533e607b85bb4e56aa03828529f92e3f_304)] | | |

[removed: *Caiman II:* Caiman Energy II, LLC, (renamed] [added: *BRMH:*] Blue Racer Midstream Holdings, [removed: LLC, effective February 2, 2021)] [added: LLC (previously named Caiman Energy II, LLC)] a former equity-method [removed: investment] [added: investment,] which is a consolidated entity following our [removed: November 2020] acquisition of [removed: an additional ownership] [added: a controlling] interest [added: in November 2020 and the remaining interest in September 2021, whose primary asset is a 50 percent interest in Blue Racer accounted for as an equity-method investment]

Partially Owned Entities: Entities in which we do not own a 100 percent ownership interest and which, as of December 31, [removed: 2020,] [added: 2021,] we account for as equity-method investments, including principally the following:

| | | | [General](#i533e607b85bb4e56aa03828529f92e3f_19) | | | [4](#i533e607b85bb4e56aa03828529f92e3f_19) | | |

| | | | [Northeast G&P](#i533e607b85bb4e56aa03828529f92e3f_34) | | | [12](#i533e607b85bb4e56aa03828529f92e3f_34) | | |

| | | | [West](#i533e607b85bb4e56aa03828529f92e3f_37) | | | [14](#i533e607b85bb4e56aa03828529f92e3f_37) | | |

| | | | [Gas & NGL Marketing Services](#i533e607b85bb4e56aa03828529f92e3f_2638) | | | [16](#i533e607b85bb4e56aa03828529f92e3f_2638) | | |

| | | | [Other](#i533e607b85bb4e56aa03828529f92e3f_40) | | | [16](#i533e607b85bb4e56aa03828529f92e3f_40) | | |

| | | | [Competition](#i533e607b85bb4e56aa03828529f92e3f_52) | | | [20](#i533e607b85bb4e56aa03828529f92e3f_52) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i533e607b85bb4e56aa03828529f92e3f_2706) | | | [138](#i533e607b85bb4e56aa03828529f92e3f_2706) | | |

*MMbtu:* One million British thermal units

*Northeast JV:* Ohio Valley Midstream LLC

*UEOM:* Utica East Ohio Midstream LLC

*Sequent Acquisition:* The July 1, 2021, acquisition of 100 percent of Sequent Energy Management, L.P. and Sequent Energy Canada, Corp.

| | | | [General](#i5a0a375c4d22485dacc55ceb1ffacaca_19) | | | [4](#i5a0a375c4d22485dacc55ceb1ffacaca_19) | | |

| | | | [Northeast G&P](#i5a0a375c4d22485dacc55ceb1ffacaca_34) | | | [11](#i5a0a375c4d22485dacc55ceb1ffacaca_34) | | |

| | | | [West](#i5a0a375c4d22485dacc55ceb1ffacaca_37) | | | [13](#i5a0a375c4d22485dacc55ceb1ffacaca_37) | | |

| | | | [Other](#i5a0a375c4d22485dacc55ceb1ffacaca_40) | | | [15](#i5a0a375c4d22485dacc55ceb1ffacaca_40) | | |

| | | | [Competition](#i5a0a375c4d22485dacc55ceb1ffacaca_52) | | | [18](#i5a0a375c4d22485dacc55ceb1ffacaca_52) | | |

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

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

*WPZ:* Williams Partners L.P. Effective August 10, 2018, we completed our merger with WPZ, pursuant to which we acquired all outstanding common units of WPZ held by others and Williams continued as the surviving entity.

*WPZ Merger:* The August 10, 2018, merger transactions pursuant to which we acquired all outstanding common units of WPZ held by others, merged WPZ into Williams, and Williams continued as the surviving entity.

The name, title, age, period of service, and recent business experience of each of our executive officers as of February [removed: 24, 2021,] [added: 28, 2022,] are listed below.

| Alan S. Armstrong | | | | | | [removed: 58] [added: 59] | | | | | | 2011 to present | | | | | | Director, Chief Executive Officer, and President, The Williams Companies, Inc. | | |

| Director, Chief Executive Officer, and President | | | | | | | | | | | | 2015 to 2018 | | | | | | Chairman of the Board, [removed: WPZ] [added: Williams Partners L.P.] | | |

| | | | | | | | | | | | | 2014 to 2018 | | | | | | Chief Executive Officer, [removed: WPZ] [added: Williams Partners L.P.] | | |

| | | | | | | | | | | | | 2012 to 2018 | | | | | | Director of the general partner, [removed: WPZ] [added: Williams Partners L.P.] | | |

| Walter J. Bennett | | | | | | [removed: 51] [added: 52] | | | | | | 2020 to present | | | | | | Senior Vice President Gathering & Processing, The Williams Companies, Inc. | | |

| | | | | | | | | | | | | 2013 to 2018 | | | | | | Senior Vice President – West of the general partner, [removed: WPZ] [added: Williams Partners L.P.] | | |

| | | | | | | | | | | | | 2017 | | | | | | Director of the general partner, [removed: WPZ] [added: Williams Partners L.P.] | | |

| John D. [removed: Chandler] [added: Porter] | | | | | | [removed: 51] [added: 52] | | | | | | [removed: 2017] [added: 2022] to present | | | | | | Senior Vice President and Chief Financial Officer, The Williams Companies, Inc. | | |

| [removed: Senior] [added: Executive] Vice President and Chief [removed: Financial] [added: Operating] Officer | | | | | | | | | | | | 2017 to 2018 | | | | | | Director of the general partner, [removed: WPZ] [added: Williams Partners L.P.] | | |

| Debbie Cowan | | | | | | [removed: 43] [added: 44] | | | | | | 2018 to present | | | | | | Senior Vice President and Chief Human Resources Officer, The Williams Companies, Inc. | | |

| Micheal G. Dunn | | | | | | [removed: 55] [added: 56] | | | | | | 2017 to present | | | | | | Executive Vice President and Chief Operating Officer, The Williams Companies, Inc. | | |

| Scott A. Hallam | | | | | | [removed: 44] [added: 45] | | | | | | 2020 to present | | | | | | Senior Vice President Transmission & Gulf of Mexico, The Williams Companies, Inc. | | |

| [removed: John D. Porter] [added: Senior Vice President and Chief Financial Officer] | | | | | | [removed: 51] | | | | | | 2020 to [removed: present] [added: 2021] | | | | | | Vice President, Chief Accounting Officer, Controller and Financial Planning & Analysis, The Williams Companies, Inc. | | |

| [removed: Vice President, Chief Accounting Officer, Controller and Financial Planning & Analysis] | | | | | | | | | | | | 2017 to 2019 | | | | | | Vice President Enterprise Financial Planning & Analysis and Investor Relations, The Williams [removed: Companies] [added: Companies, Inc.] | | |

| Chad A. Teply | | | | | | [removed: 49] [added: 50] | | | | | | 2020 to present | | | | | | Senior Vice President – Project Execution, The Williams Companies, Inc. | | |

| Senior Vice President – Project Execution | | | | | | | | | | | | 2017 to 2020 | | | | | | Senior Vice President – Business Policy and Development, PacifiCorp [added: (a Berkshire Hathaway Energy Company)] | | |

| | | | | | | | | | | | | 2009 to 2017 | | | | | | Vice President – Resource Development and Construction, PacifiCorp [added: (a Berkshire Hathaway Energy Company)] | | |

| T. Lane Wilson | | | | | | [removed: 54] [added: 55] | | | | | | 2017 to present | | | | | | Senior Vice President and General Counsel, The Williams Companies, Inc. | | |

| Chad J. Zamarin | | | | | | [removed: 44] [added: 45] | | | | | | 2017 to present | | | | | | Senior Vice President – Corporate Strategic Development, The Williams Companies, Inc. | | |

| Senior Vice President – Corporate Strategic Development | | | | | | | | | | | | 2017 to 2018 | | | | | | Director of the general partner, [removed: WPZ] [added: Williams Partners L.P.] | | |

| Mary A. Hausman | | | | | | 50 | | | | | | 2022 to present | | | | | | Vice President, Chief Accounting Officer and Controller, The Williams Companies, Inc. | | |

| Vice President, Chief Accounting Officer and Controller | | | | | | | | | | | | 2019 to 2022 | | | | | | Staff Vice President of Internal Audit, The Williams Companies, Inc. | | |

| | | | | | | | | | | | | 2019 | | | | | | Director Special Projects, The Williams Companies, Inc. | | |

| | | | | | | | | | | | | 2013 to 2019 | | | | | | Vice President and Chief Accounting Officer, NV Energy (a Berkshire Hathaway Energy Company) | | |

| | | | | | | | | | | | | | | | | | | | | |

| Executive Vice President and Chief Operating Officer | | | | | | | | | | | | 2017 to 2018 | | | | | | Director of the general partner, WPZ | | |

| | | | | | | | | | | | | 2015 to 2016 | | | | | | President / Executive Vice President, Questar Pipeline / Questar Corporation | | |

Our common stock is listed on the New York Stock Exchange under the symbol “WMB.” At the close of business on February [removed: 19, 2021,] [added: 18, 2022,] we had [removed: 6,353] [added: 6,175] holders of record of our common stock.

Set forth below is a line graph comparing our cumulative total stockholder return on our common stock (assuming reinvestment of dividends) with the cumulative total return of the S&P 500 Stock Index, the Bloomberg Americas Pipelines Index, and the Arca Natural Gas Index for the period of five fiscal years commencing January 1, [removed: 2016.][added: 2017.]

The Bloomberg Americas Pipelines Index is composed of Enbridge Inc., TC Energy Corporation, Kinder Morgan, Inc., ONEOK, Inc., Cheniere Energy, Inc., Pembina Pipeline Corporation, [removed: New Fortress Energy Inc., Inter Pipeline Ltd.,] [added: Targa Resources Corp.,] Hess Midstream LP, and Williams.

[removed: ][added: ]

| | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

Share Repurchase Program

In September 2021, our Board of Directors authorized a share repurchase program with a maximum dollar limit of $1.5 billion.

Repurchases may be made from time to time in the open market, by block purchases, in privately negotiated transactions, or in such other manner as determined by our management.

Our management will also determine the timing and amount of any repurchases based on market conditions and other factors.

The share repurchase program does not obligate us to acquire any particular amount of common stock, and it may be suspended or discontinued at any time.

This share repurchase program does not have an expiration date.

There were no repurchases under the program as of December 31, 2021.

| The Williams Companies, Inc. | | | 100.0 | | | | | | 101.0 | | | | | | 76.9 | | | | | | 87.8 | | | | | | 81.1 | | | | | | 112.3 | | |

| S&P 500 Index | | | 100.0 | | | | | | 120.8 | | | | | | 115.5 | | | | | | 151.8 | | | | | | 179.8 | | | | | | 231.3 | | |

| Bloomberg Americas Pipelines Index | | | 100.0 | | | | | | 98.2 | | | | | | 84.2 | | | | | | 113.9 | | | | | | 90.1 | | | | | | 120.8 | | |

| Arca Natural Gas Index | | | 100.0 | | | | | | 85.2 | | | | | | 58.2 | | | | | | 57.5 | | | | | | 49.7 | | | | | | 79.8 | | |

| The Williams Companies, Inc. | | | 100.0 | | | | | | 131.4 | | | | | | 134.1 | | | | | | 102.0 | | | | | | 116.6 | | | | | | 107.7 | | |

| S&P 500 Index | | | 100.0 | | | | | | 112.0 | | | | | | 136.4 | | | | | | 130.4 | | | | | | 171.4 | | | | | | 203.0 | | |

| Bloomberg Americas Pipelines Index | | | 100.0 | | | | | | 146.8 | | | | | | 146.4 | | | | | | 125.6 | | | | | | 169.8 | | | | | | 134.4 | | |

| Arca Natural Gas Index | | | 100.0 | | | | | | 146.6 | | | | | | 125.1 | | | | | | 85.4 | | | | | | 84.4 | | | | | | 73.0 | | |

We have audited the accompanying consolidated balance sheet of The Williams Companies, Inc. (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of [removed: operations,] [added: income,] comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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 report of other auditors, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We did not audit the [added: 2020 or 2019] 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 $204 million [removed: and $217 million] as of December 31, [removed: 2020 and 2019, respectively,] [added: 2020,] and the Company’s equity earnings in the net income of Gulfstream were $77 million in [removed: 2020, $74 million in 2019] [added: 2020] and [removed: $75] [added: $74] million in [removed: 2018.][added: 2019.]

[removed: Gulfstream’s] [added: Those] financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for [removed: Gulfstream,] [added: Gulfstream for 2020 and 2019,] is based solely on the report of 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, [removed: 2020,] [added: 2021,] 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 [removed: 24, 2021] [added: 28, 2022] expressed an unqualified opinion thereon.

| The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the [removed: accounts] [added: account] or [removed: disclosures] [added: disclosure] to which [removed: they relate.] [added: it relates.] | | | | | | | | | | | | | | |

| *Description of the Matter* | | | | | | | | | At December 31, [removed: 2020,] [added: 2021,] the Company’s aggregate pension and other postretirement benefit obligations were [removed: $1,403] [added: $1,333] million and were exceeded by the fair value of pension and other postretirement plan assets of [removed: $1,635] [added: $1,623] million, resulting in overfunded pension and other postretirement benefit obligations of [removed: $232] [added: $290] million. As explained in Note [removed: 10] [added: 8] to the consolidated financial statements, the Company utilized key assumptions to determine the pension and other postretirement benefit obligations. Auditing the pension and other postretirement benefit obligations is complex and required the involvement of specialists due to the judgmental nature of the actuarial assumptions (e.g., discount rates and cash balance interest crediting rate) used in the measurement process. These assumptions have a significant effect on the projected benefit obligations. | | | | | |

| [added: Impairment of equity-method investments] | | | | | | | | | [removed: Impairment Review of Equity-Method Investments] | | | | | | [added: | | | | | | | | | $ | — | | | | | $ | 1,046 | | | | | $ | 186 | |]

[removed: February 24, 2021][added: | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

We have audited the [removed: statements] [added: statement] of financial position of Gulfstream Natural Gas System, L.L.C. (the “Company”) as of December 31, [removed: 2020 and 2019,] [added: 2020,] and the related statements of earnings, comprehensive income, changes in members’ equity and cash flows for each [removed: of the three] [added: two] years in the period ended December 31, 2020, 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, [removed: 2020 and 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the [removed: three] [added: two] years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

Consolidated Statement of [removed: Operations][added: Income]

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Service revenues | | | | | | $ | [removed: 5,924] [added: 6,001] | | | | | $ | [removed: 5,933] [added: 5,924] | | | | | $ | [removed: 5,502] [added: 5,933] | |

| Service revenues – commodity consideration | | | | | | [removed: 129] [added: 238] | | | | | | [removed: 203] [added: 129] | | | | | | [removed: 400] [added: 203] | | |

| Product sales | | | | | | [removed: 1,666] | | | | | | [removed: 2,065] | | | | | | [removed: 2,784] | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Total revenues | | | | | | [removed: 7,719] [added: 10,627] | | | | | | [removed: 8,201] [added: 7,719] | | | | | | [removed: 8,686] [added: 8,201] | | |

| Product costs | | | | | | [removed: 1,545] [added: 3,931] | | | | | | [removed: 1,961] [added: 1,545] | | | | | | [removed: 2,707] [added: 1,961] | | |

| Processing commodity expenses | | | | | | [removed: 68] [added: 101] | | | | | | [removed: 105] [added: 68] | | | | | | [removed: 137] [added: 105] | | |

| Operating and maintenance expenses | | | | | | [removed: 1,326] [added: 1,548] | | | | | | [removed: 1,468] [added: 1,326] | | | | | | [removed: 1,507] [added: 1,468] | | |

| Depreciation and amortization expenses | | | | | | [removed: 1,721] [added: 1,842] | | | | | | [removed: 1,714] [added: 1,721] | | | | | | [removed: 1,725] [added: 1,714] | | |

| Selling, general, and administrative expenses | | | | | | [removed: 466] [added: 558] | | | | | | [removed: 558] [added: 466] | | | | | | [removed: 569] [added: 558] | | |

| Impairment of certain assets (Note [removed: 18)] [added: 17)] | | | | | | [removed: 182] [added: 2] | | | | | | [removed: 464] [added: 182] | | | | | | [removed: 1,915] [added: 464] | | |

| Impairment of goodwill (Note [removed: 18)] [added: 17)] | | | | | | [removed: 187] [added: —] | | | | | | [removed: —] [added: 187] | | | | | | — | | |

| Other (income) expense – net | | | | | | [removed: 22] [added: 14] | | | | | | [removed: 8] [added: 22] | | | | | | [removed: 50] [added: 10] | | |

| Total costs and expenses | | | | | | [removed: 5,517] [added: 7,996] | | | | | | [removed: 6,280] [added: 5,517] | | | | | | [removed: 7,918] [added: 6,280] | | |

| Operating income (loss) | | | | | | [removed: 2,202] [added: 2,631] | | | | | | [removed: 1,921] [added: 2,202] | | | | | | [removed: 768] [added: 1,921] | | |

| Equity earnings (losses) (Note [removed: 7)] [added: 9)] | | | | | | [removed: 328] [added: 608] | | | | | | [removed: 375] [added: 328] | | | | | | [removed: 396] [added: 375] | | |

| Impairment of equity-method investments (Note [removed: 18)] [added: 17)] | | | | | | [removed: (1,046)] [added: —] | | | | | | [removed: (186)] [added: (1,046)] | | | | | | [removed: (32)] [added: (186)] | | |

| Other investing income (loss) – net (Note [removed: 7)] [added: 9)] | | | | | | [removed: 8] [added: 7] | | | | | | [removed: 107] [added: 8] | | | | | | [removed: 219] [added: 107] | | |

| Interest incurred | | | | | | [removed: (1,192)] [added: (1,190)] | | | | | | [removed: (1,218)] [added: (1,192)] | | | | | | [removed: (1,160)] [added: (1,218)] | | |

| Interest capitalized | | | | | | [removed: 20] [added: 11] | | | | | | [removed: 32] [added: 20] | | | | | | [removed: 48] [added: 32] | | |

| Other income (expense) – net | | | | | | [removed: (43)] [added: 6] | | | | | | [removed: 33] [added: (43)] | | | | | | [removed: 92] [added: 33] | | |

| Income (loss) from continuing operations before income taxes | | | | | | [removed: 277] [added: 2,073] | | | | | | [removed: 1,064] [added: 277] | | | | | | [removed: 331] [added: 1,064] | | |

| Less: Provision (benefit) for income taxes | | | | | | [removed: 79] [added: 511] | | | | | | [removed: 335] [added: 79] | | | | | | [removed: 138] [added: 335] | | |

| Income (loss) from continuing operations | | | | | | [removed: 198] [added: 1,562] | | | | | | [removed: 729] [added: 198] | | | | | | [removed: 193] [added: 729] | | |

| Income (loss) from discontinued operations | | | | | | — | | | | | | [removed: (15)] [added: —] | | | | | | [removed: —] [added: (15)] | | |

| Net income (loss) | | | | | | [removed: 198] [added: 1,562] | | | | | | [removed: 714] [added: 198] | | | | | | [removed: 193] [added: 714] | | |

| Less: Net income (loss) attributable to noncontrolling interests | | | | | | [removed: (13)] [added: 45] | | | | | | [removed: (136)] [added: (13)] | | | | | | [removed: 348] [added: (136)] | | |

February 28, 2022

| Net gain (loss) on commodity derivatives | | | | | | (148) | | | | | | (5) | | | | | | 2 | | |

| Income (loss) from continuing operations | | | | | | $ | 1.24 | | | | | $ | .17 | | | | | $ | .71 | |

| Income (loss) from discontinued operations | | | | | | — | | | | | | — | | | | | | (.01) | | |

| Net income (loss) | | | | | | $ | 1.24 | | | | | $ | .17 | | | | | $ | .70 | |

| Derivative assets | | | | | | 301 | | | | | | 3 | | |

| Other current assets and deferred charges | | | | | | 211 | | | | | | 149 | | |

| Preferred stock ($1 par value; 30 million shares authorized at December 31, 2021 and December 31, 2020; 35,000 shares issued at December 31, 2021 and December 31, 2020) | | | | | | 35 | | | | | | 35 | | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 1,517 | | | | | | — | | | | | | — | | | | | | 1,517 | | | | | | 45 | | | | | | 1,562 | | |

| Purchase of partial interest in consolidated subsidiary (Note 9) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | | | | | (3) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net increase (decrease) in equity | | | — | | | | | | 2 | | | | | | 78 | | | | | | (489) | | | | | | 63 | | | | | | — | | | | | | (346) | | | | | | (136) | | | | | | (482) | | |

| Balance at December 31, 2021 | | | $ | 35 | | | | | $ | 1,250 | | | | | $ | 24,449 | | | | | $ | (13,237) | | | | | $ | (33) | | | | | $ | (1,041) | | | | | $ | 11,423 | | | | | $ | 2,678 | | | | | $ | 14,101 | |

| Impairment of certain assets (Note 17) | | | | | | 2 | | | | | | 182 | | | | | | 464 | | |

| Net unrealized (gain) loss from derivative instruments | | | | | | 109 | | | | | | — | | | | | | (3) | | |

| Accounts receivable | | | | | | (545) | | | | | | (2) | | | | | | 34 | | |

| Inventories | | | | | | (124) | | | | | | (11) | | | | | | 5 | | |

| Changes in current and noncurrent derivative assets and liabilities | | | | | | (277) | | | | | | (4) | | | | | | 3 | | |

| | | | | | | | | | | | | | | | | | | | | |

Sequent includes 100 percent of the operations of Sequent Energy Management, L.P. and Sequent Energy Canada, Corp. acquired on July 1, 2021 (Sequent Acquisition).

Sequent focuses on risk management and the marketing, trading, storage, and transportation of natural gas for a diverse set of natural gas utilities, municipalities,

power generators, and producers, and moves gas to markets through transportation and storage agreements on strategically positioned assets, including our Transco system.

(See Note 3 – Acquisitions.)

*Equity earnings (losses)* in our

- Asset retirement obligations (AROs);

- Measurement of fair value of derivatives;

The components of our regulatory assets and liabilities relate to the effects of deferred taxes on equity funds used during

We also provide marketing and risk management services to retail and wholesale gas marketers, utility companies, upstream producers, and industrial customers.

These counterparties utilize netting agreements that enable us to net receivables and payables by counterparty upon settlement.

We also net across product lines and against cash collateral received to collateralize receivable positions, provided the netting and cash collateral

agreements include such provisions.

While the amounts due from, or owed to, our counterparties are settled net, they are recorded on a gross basis in our Consolidated Balance Sheet as accounts receivable and accounts payable.

We follow the successful efforts method of accounting for our undivided interest in upstream properties.

Our oil and gas producing property costs are depreciated using a units of production method.

Gains or losses from the ordinary sale or retirement of property, plant, and equipment for nonregulated assets are primarily recorded in *Other (income) expense – net* included in *Operating income (loss)* in our Consolidated Statement of Income.

For our upstream properties, the ARO is recorded based on our working interest in the underlying properties.

We are exposed to commodity price risk.

We purchase natural gas for storage when the current market price paid to buy and transport natural gas plus the cost to store and finance the natural gas is less than an estimated, forward market price that can be received in the future.

Additionally, we enter into transactions to secure transportation capacity between delivery points in order to serve our customers and various markets.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Description of the Matter* | | | | | | | | | As discussed in Note 7 to the consolidated financial statements, the Company has investments in nonconsolidated entities accounted for using the equity-method, totaling $5,159 million as of December 31, 2020, and recorded impairments of equity-method investments of $1,046 million during 2020. The carrying value of each equity-method investment is evaluated for impairment when events or changes in circumstances indicate that the carrying value of the investment may have experienced an other-than-temporary decline in value. When there are indicators of impairment, the fair value of the equity-method investment is estimated. Fair value is estimated using various methods, including income and market approaches. When the estimated fair value is lower than the carrying value, the Company determines whether the impairment is other-than-temporary. Auditing the Company’s impairment assessments was complex and judgmental due to the estimation required in the determination of fair value of the investments for which evidence of loss in value has occurred. | | | | | |

| *How We Addressed the Matter in Our Audit* | | | | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s equity-method impairment review process, including controls over the determination of fair value. For the equity-method investments with evidence of loss in value, we performed audit procedures that included, among others, assessing the methodologies used by management to determine fair value, evaluating the significant assumptions, and testing the underlying data used by the Company in its analyses. For example, we compared the estimated cash flows used within the assessments to current operating results and future expected economic trends, and obtained third-party support, where available, to evaluate significant assumptions. We also recalculated management’s estimate. We involved our valuation specialists to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates. | | | | | |

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to those charged with governance and that (i) relate to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

We determined there are no critical audit matters.

| Gain on sale of certain assets and businesses (Note 3) | | | | | | — | | | | | | 2 | | | | | | (692) | | |

| Preferred stock | | | | | | 35 | | | | | | 35 | | |

| Balance at December 31, 2017 | | | $ | — | | | | | $ | 861 | | | | | $ | 18,508 | | | | | $ | (8,434) | | | | | $ | (238) | | | | | $ | (1,041) | | | | | $ | 9,656 | | | | | $ | 6,519 | | | | | $ | 16,175 | |

| Adoption of new accounting standards | | | — | | | | | | — | | | | | | — | | | | | | (23) | | | | | | (61) | | | | | | — | | | | | | (84) | | | | | | (37) | | | | | | (121) | | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | (155) | | | | | | — | | | | | | — | | | | | | (155) | | | | | | 348 | | | | | | 193 | | |

| WPZ Merger (Note 1) | | | — | | | | | | 382 | | | | | | 6,112 | | | | | | — | | | | | | (3) | | | | | | — | | | | | | 6,491 | | | | | | (4,629) | | | | | | 1,862 | | |

| Issuance of preferred stock (Note 16) | | | 35 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35 | | | | | | — | | | | | | 35 | | |

| Sales of limited partner units of Williams Partners L.P. | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 46 | | | | | | 46 | | |

| Net increase (decrease) in equity | | | 35 | | | | | | 384 | | | | | | 6,185 | | | | | | (1,568) | | | | | | (32) | | | | | | — | | | | | | 5,004 | | | | | | (5,182) | | | | | | (178) | | |

| Change in ownership of consolidated subsidiaries, net (Note 3) | | | — | | | | | | — | | | | | | (426) | | | | | | — | | | | | | — | | | | | | — | | | | | | (426) | | | | | | 567 | | | | | | 141 | | |

| Deconsolidation of subsidiary (Note 7) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (13) | | | | | | (13) | | |

| (Gain) on sale of certain assets and businesses (Note 3) | | | | | | — | | | | | | 2 | | | | | | (692) | | |

| Proceeds from sale of businesses, net of cash divested (Note 3) | | | | | | — | | | | | | (2) | | | | | | 1,296 | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

*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 associated with reinvested distributions of $46 million.

Our operations are located in the United States.

| Notes to Consolidated Financial Statements – (Continued) | | | | | | | | |

*Customer bankruptcy*

In June 2020, our customer, Chesapeake Energy Corporation (Chesapeake), announced that it had voluntarily filed for relief under Chapter 11 of the U.S. Bankruptcy Code.

We provide midstream services, including wellhead gathering, for the natural gas that Chesapeake and its joint interest owners produce, primarily in the Eagle Ford Shale, Haynesville Shale, and Marcellus Shale regions (through Appalachia Midstream Investments).

In November 2020, we reached a global resolution with Chesapeake as part of Chesapeake’s restructuring process.

The resolution was approved by the bankruptcy court in December 2020 and per the terms, Chesapeake paid all outstanding pre-petition amounts due to us.

Additional terms include reduced gathering fees in the Haynesville Shale region, continuation of the gathering agreements in the Eagle Ford Shale and Marcellus Shale regions, a long-term gas supply commitment for Transco’s Regional Energy Access pipeline currently under development, and transferring certain natural gas properties in Louisiana to us.

As a result of this resolution, we recorded increases to our other nonregulated property, plant, and equipment of $98 million, contract liabilities of $67 million (see Note 5 – Revenue Recognition), and asset retirement obligations (AROs) of $31 million (see Note 11 – Property, Plant, and Equipment).

- AROs;

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

We consider receivables

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Securities Exchange [removed: Act)] [added: Act of 1934, as amended)] (Disclosure Controls) [added: or our internal control over financial reporting (Internal Controls)] will prevent all errors and all fraud.

We monitor our Disclosure Controls and [added: Internal Controls and] make modifications as necessary; our intent in this regard is that the Disclosure Controls [added: and Internal Controls] will be modified as systems change and conditions warrant.

[removed: There] [added: Other than as set forth above, there] have been no changes during the fourth quarter of [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our Internal Control over Financial Reporting.

[removed: Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors] regarding the preparation and fair presentation of financial statements in accordance with accounting principles generally accepted in the United States.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control — Integrated Framework* (2013).

Based on our assessment, [added: which excluded Sequent’s internal control over financial reporting as previously discussed,] we concluded that, as of December 31, [removed: 2020,] [added: 2021,] our internal control over financial reporting was effective.

We have audited The Williams Companies, Inc.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, The Williams Companies, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of [removed: operations,] [added: income,] comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and the financial statement schedule listed in the index at Item 15(a) and our report dated February [removed: 24, 2021,] [added: 28, 2022] expressed an unqualified opinion thereon.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable [removed: assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

As disclosed in Note 3 – Acquisitions of Notes to Consolidated Financial Statements, we acquired Sequent on July 1, 2021, and its total revenues constituted approximately (0.8) percent of total revenues as shown on our consolidated financial statements for the year ended December 31, 2021 (Sequent’s total revenues, excluding net gain (loss) on commodity derivatives, constituted approximately (0.4) percent of total revenues, excluding net gain (loss) on commodity derivatives during that period).

Sequent’s total assets constituted approximately 3.3 percent of total assets as shown on our consolidated financial statements as of December 31, 2021.

We excluded Sequent’s disclosure controls and procedures that are subsumed by its internal control over financial reporting from the scope of management’s assessment of the effectiveness of our disclosure controls and procedures.

This exclusion is in accordance with the guidance issued by the Staff of the Securities and Exchange Commission that an assessment of recent business combinations may be omitted from management’s assessment of internal control over financial reporting for one year following the acquisition.

Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Sequent Energy Management, L.P. and Sequent Energy Canada, Corp., which are included in the 2021 consolidated financial statements of the Company and collectively constituted $1,592 million and $11 million of total and net assets, respectively, as of December 31, 2021 and $(86) million and $(131) million of revenues and net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Sequent Energy Management, L.P. and Sequent Energy Canada, Corp.

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

February 28, 2022

February 24, 2021

PART III

Not applicable.

PART III

The information regarding our directors and nominees for director required by Item 401 of Regulation S-K will be presented under the heading [removed: “Election of Directors”] [added: “Corporate Governance and Board Matters”] in our definitive proxy statement prepared for the solicitation of proxies in connection with our Annual Meeting of Stockholders to be held April [removed: 27, 2021,] [added: 26, 2022,] which shall be filed no later than March [removed: 18, 2021] [added: 17, 2022] (Proxy Statement), which information is incorporated by reference herein.

The information required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K regarding executive compensation will be presented under the headings “Compensation Discussion and Analysis,” “Executive Compensation and Other Information,” [removed: “Compensation of Directors,”] [added: “Director Compensation,”] “Compensation and Management Development Committee Report on Executive Compensation,” and “Compensation and Management Development Committee Interlocks and Insider Participation” in our Proxy Statement, which information is incorporated by reference herein.

[removed: The information regarding securities authorized for issuance under equity compensation plans required by] Item [removed: 201(d) of Regulation S-K and the security ownership of certain beneficial owners and management required by Item] 403 of Regulation S-K will be presented under the headings “Equity Compensation Stock Plans” and “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement, which information is incorporated by reference herein.

The information regarding securities authorized for issuance under equity compensation plans required by Item 201(d) of Regulation S-K and the security ownership of certain beneficial owners and management required by

| Covered by report of independent [removed: auditors:] [added: auditors (PCAOB ID: 42):] | | | | | |

| [Consolidated statement of [removed: operations] [added: income] for each year in the three-year period ended December 31, [removed: 2020](#i5a0a375c4d22485dacc55ceb1ffacaca_142)] [added: 2021](#i533e607b85bb4e56aa03828529f92e3f_145)] | | | [removed: [70](#i5a0a375c4d22485dacc55ceb1ffacaca_142)] [added: [69](#i533e607b85bb4e56aa03828529f92e3f_145)] | | |

| [Consolidated statement of comprehensive income (loss) for each year in the three-year period ended December 31, [removed: 2020](#i5a0a375c4d22485dacc55ceb1ffacaca_145)] [added: 2021](#i533e607b85bb4e56aa03828529f92e3f_148)] | | | [removed: [71](#i5a0a375c4d22485dacc55ceb1ffacaca_145)] [added: [70](#i533e607b85bb4e56aa03828529f92e3f_148)] | | |

| [Consolidated balance sheet at December 31, [removed: 2020] [added: 2021] and [removed: 2019](#i5a0a375c4d22485dacc55ceb1ffacaca_151)] [added: 2020](#i533e607b85bb4e56aa03828529f92e3f_151)] | | | [removed: [72](#i5a0a375c4d22485dacc55ceb1ffacaca_151)] [added: [71](#i533e607b85bb4e56aa03828529f92e3f_151)] | | |

| [Consolidated statement of changes in equity for each year in the three-year period ended December 31, [removed: 2020](#i5a0a375c4d22485dacc55ceb1ffacaca_157)] [added: 2021](#i533e607b85bb4e56aa03828529f92e3f_154)] | | | [removed: [73](#i5a0a375c4d22485dacc55ceb1ffacaca_157)] [added: [72](#i533e607b85bb4e56aa03828529f92e3f_154)] | | |

| [Consolidated statement of cash flows for each year in the three-year period ended December 31, [removed: 2020](#i5a0a375c4d22485dacc55ceb1ffacaca_163)] [added: 2021](#i533e607b85bb4e56aa03828529f92e3f_157)] | | | [removed: [74](#i5a0a375c4d22485dacc55ceb1ffacaca_163)] [added: [73](#i533e607b85bb4e56aa03828529f92e3f_157)] | | |

| [Notes to consolidated financial [removed: statements](#i5a0a375c4d22485dacc55ceb1ffacaca_166)] [added: statements](#i533e607b85bb4e56aa03828529f92e3f_160)] | | | [removed: [75](#i5a0a375c4d22485dacc55ceb1ffacaca_166)] [added: [74](#i533e607b85bb4e56aa03828529f92e3f_160)] | | |

| Schedule for each year in the three-year period ended December 31, [removed: 2020:] [added: 2021] | | | | | |

| [II — Valuation and qualifying [removed: accounts](#i5a0a375c4d22485dacc55ceb1ffacaca_316)] [added: accounts](#i533e607b85bb4e56aa03828529f92e3f_268)] | | | [removed: [137](#i5a0a375c4d22485dacc55ceb1ffacaca_316)] [added: [133](#i533e607b85bb4e56aa03828529f92e3f_268)] | | |

| 2.1 | | | — | | | [Agreement and Plan of Merger dated as of May [removed: 12, 2015,] [added: 16, 2018,] by and among The Williams Companies, Inc., SCMS LLC, Williams [removed: Partners,] [added: Partners] L.P., and WPZ GP LLC (filed on May [removed: 13, 2015,] [added: 17, 2018] as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312515185008/d925124dex21.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312518166652/d585557dex21.htm)] | | |

| 2.2 | | | — | | | [removed: [Agreement] [added: [Amendment No 1. to Agreement] and Plan of Merger dated as of May [removed: 16, 2018,] [added: 1, 2016,] by and among The Williams Companies, Inc., [removed: SCMS] [added: Energy Transfer Corp LP, Energy Transfer Corp GP,] LLC, [removed: Williams Partners] [added: Energy Transfer Equity,] L.P., [added: LE GP, LLC] and [removed: WPZ GP] [added: Energy Transfer Equity GP,] LLC (filed on May [removed: 17, 2018] [added: 3, 2016,] as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312518166652/d585557dex21.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312516573267/d176661dex21.htm)] | | |

| 2.3 | | | — | | | [removed: [Amendment No 1. to Agreement] [added: [Agreement] and Plan of Merger dated as of [removed: May 1, 2016,] [added: September 28, 2015,] by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC (filed on [removed: May 3, 2016,] [added: October 1, 2015,] as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312516573267/d176661dex21.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312515335515/d56210dex21.htm)] | | |

| [removed: 2.4] [added: 3.3] | | | — | | | [removed: [Agreement and Plan] [added: [Certificate] of [removed: Merger] [added: Amendment] dated [removed: as of September 28, 2015, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC] [added: August 10, 2018] (filed on [removed: October 1, 2015,] [added: August 10, 2018,] as Exhibit [removed: 2.1] [added: 3.1] to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312515335515/d56210dex21.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312518246104/d599321dex31.htm)] | | |

| [removed: 2.5] [added: 4.15] | | | — | | | [removed: [Interest Swap and Purchase Agreement by and among Western Gas Partners, LP, WGR Operating, LP, Delaware Basin JV Gathering LLC, Williams Partners L.P., Williams Midstream Gas Services LLC, and Appalachia Midstream Services, L.L.C.,] [added: [Indenture,] dated [added: as of] February 9, [removed: 2017] [added: 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A.] (filed on February 10, [removed: 2017,] [added: 2010,] as Exhibit [removed: 2.1] [added: 4.1] to The Williams [removed: Companies] [added: Companies,] Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312517037519/d338496dex21.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000095012310010940/c56234exv4w1.htm)] | | |

| [removed: 3.3] [added: 10.22§] | | | — | | | [removed: [Certificate of Designations] [added: [Form] of [removed: Series C Participating Preferred] [added: 2020 Performance-Based Restricted] Stock [removed: of] [added: Unit Agreement among] The Williams Companies, Inc. [added: and certain employees and officers] (filed on [removed: March 20,] [added: May 4,] 2020, as Exhibit [removed: 3.1] [added: 10.2] to The Williams Companies, [removed: Inc. current] [added: Inc.’s quarterly] report on Form [removed: 8-K] [added: 10-Q] (File No. 001-04174) and incorporated herein by [removed: reference](http://www.sec.gov/Archives/edgar/data/107263/000119312520080810/d878306dex31.htm)[)](http://www.sec.gov/Archives/edgar/data/107263/000119312520080810/d878306dex31.htm)[.](http://www.sec.gov/Archives/edgar/data/107263/000119312520080810/d878306dex31.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726320000016/wmb20200331ex102.htm)] | | |

| [removed: 3.4] [added: 4.17] | | | — | | | [removed: [Certificate of Amendment] [added: [Second Supplemental Indenture,] dated [added: as of] August 10, [removed: 2018] [added: 2018, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A.] (filed on August 10, 2018, as Exhibit [removed: 3.1] [added: 4.2] to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312518246104/d599321dex31.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312518246104/d599321dex42.htm)] | | |

| [removed: 3.5] [added: 3.4] | | | — | | | [removed: [By-laws] [added: [By-laws](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm) [of The Williams Co](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm)[mpanies, Inc., as last amended](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm) [effective](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm) [July 28, 2021] (filed on [removed: January 20, 2017,] [added: August 2, 2021] as Exhibit [removed: 3.1 to] [added: 3.4](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm) [to] The Williams Companies [removed: Inc.’s current report] [added: Inc.’s](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm) [quarterly](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm) [report] on [removed: Form 8-K (File] [added: Form](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm) [10](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm)[\-](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm)[Q](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm) [(File] No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312517014098/d331523dex31.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm)] | | |

| 4.13 | | | — | | | [removed: [Indenture,] [added: [Fourth Supplemental Indenture,] dated as of [removed: February 9, 2010,] [added: March 2, 2021,] between [added: The] Williams [removed: Partners L.P.] [added: Companies, Inc.] and The Bank of New York Mellon Trust Company, [removed: N.A.] [added: N.A., as trustee] (filed on [removed: February 10, 2010,] [added: March 2, 2021,] as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000095012310010940/c56234exv4w1.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312521064614/d21296dex41.htm)] | | |

| [removed: 4.14] [added: 4.16] | | | — | | | [First Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.5 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1483096/000119312515031434/d862478dex45.htm) | | |

| [removed: 4.15] [added: 4.27] | | | — | | | [removed: [Second] [added: [Eleventh] Supplemental Indenture, dated as of August 10, 2018, between The Williams [removed: Companies,] [added: Companies] Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on August 10, 2018, as Exhibit [removed: 4.2] [added: 4.1] to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312518246104/d599321dex42.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312518246104/d599321dex41.htm)] | | |

| [removed: 4.16] [added: 4.18] | | | — | | | [Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010, as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1324518/000095012310104733/c61303exv4w1.htm) | | |

| [removed: 4.17] [added: 4.20] | | | — | | | [removed: [Second] [added: [Fourth] Supplemental Indenture, dated as of November [removed: 17, 2011,] [added: 15, 2013,] between Williams Partners L.P. and The Bank of New York Mellon Trust Company, [removed: N.A.,] [added: N](http://www.sec.gov/Archives/edgar/data/1324518/000119312513445562/d630054dex41.htm)[.A.,] as trustee (filed [added: on] November 18, [removed: 2011,] [added: 2013,] as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1324518/000119312511317239/d258324dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1324518/000119312513445562/d630054dex41.htm)] | | |

| [removed: 4.18] [added: 4.19] | | | — | | | [Third Supplemental Indenture (including Form of 3.35% Senior Notes due 2022), dated as of August 14, 2012, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 14, 2012 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1324518/000119312512355899/d395339dex41.htm) | | |

| [removed: 4.19] [added: 4.21] | | | — | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated as of [removed: November 15, 2013,] [added: March 4, 2014,] between Williams Partners L.P. and The Bank of New York Mellon Trust Company, [removed: N .A.,] [added: N.A.,] as trustee (filed on [removed: November 18, 2013,] [added: March 4, 2014,] as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1324518/000119312513445562/d630054dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1324518/000119312514082303/d686854dex41.htm)] | | |

| [removed: 4.20] [added: 4.22] | | | — | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture, dated as of [removed: March 4,] [added: June 27,] 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on [removed: March 4,] [added: June 27,] 2014, as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-32599) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1324518/000119312514082303/d686854dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1324518/000119312514253320/d750827dex41.htm)] | | |

| [removed: 4.21] [added: 4.25] | | | — | | | [removed: [Sixth] [added: [Ninth] Supplemental Indenture, dated as of June [removed: 27, 2014,] [added: 5, 2017,] between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June [removed: 27, 2014,] [added: 5, 2017,] as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. [removed: 001-32599)] [added: 001-34831)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1324518/000119312514253320/d750827dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1483096/000119312517194685/d407903dex41.htm)] | | |

| [removed: 4.22] [added: 4.23] | | | — | | | [Seventh Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.4 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1483096/000119312515031434/d862478dex44.htm) | | |

| [removed: 4.23] [added: 4.24] | | | — | | | [Eighth Supplemental Indenture, dated as of March 3, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 3, 2015, as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1483096/000119312515075126/d882944dex41.htm) | | |

| [removed: 4.24] [added: 4.26] | | | — | | | [removed: [Ninth] [added: [Tenth] Supplemental Indenture, dated as of [removed: June] [added: March] 5, [removed: 2017,] [added: 2018,] between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on [removed: June] [added: March] 5, [removed: 2017,] [added: 2018,] as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1483096/000119312517194685/d407903dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1483096/000119312518069525/d546805dex41.htm)] | | |

| [removed: 4.25] [added: 4.14] | | | — | | | [removed: [Tenth] [added: [Fifth] Supplemental Indenture, dated as of [removed: March 5, 2018,] [added: October 8, 2021,] between [added: The] Williams [removed: Partners L.P.] [added: Companies, Inc.] and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on [removed: March 5, 2018,] [added: October 8, 2021,] as Exhibit 4.1 to [added: The] Williams [removed: Partners L.P.’s] [added: Companies, Inc.’s] current report on Form 8-K (File No. [removed: 001-34831)] [added: 001-04174)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/1483096/000119312518069525/d546805dex41.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/107263/000119312521294940/d234775dex41.htm).] | | |

| [removed: 4.26] [added: 4.34] | | | — | | | [removed: [Eleventh Supplemental Indenture,] [added: [Indenture,] dated as of [removed: August 10,] [added: March 15,] 2018, between [removed: The Williams Companies Inc.] [added: Transcontinental Gas Pipe Line Company, LLC] and The Bank of New York Mellon Trust Company, [removed: N.A.] [added: N.A., as trustee] (filed on [removed: August 10,] [added: March 15,] 2018, as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312518246104/d599321dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/99250/000119312518084067/d547891dex41.htm)] | | |

| [removed: 4.27] [added: 4.28] | | | — | | | [Senior Indenture, dated as of November 30, 1995, between Northwest Pipeline Corporation and Chemical Bank, Trustee (filed September 14, 1995, as Exhibit 4.1 to Northwest Pipeline’s registration statement on Form S-3 (File No. 033-62639) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/110019/0000950134-95-002272.txt) | | |

| [removed: 4.28] [added: 4.29] | | | — | | | [Indenture, dated as of April 3, 2017, between Northwest Pipeline LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on April 3, 2017, as Exhibit 4.1 to Northwest Pipeline’s current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/110019/000119312517108766/d374835dex41.htm) | | |

| [removed: 4.29] [added: 4.30] | | | — | | | [Senior Indenture, dated as of July 15, 1996, between Transcontinental Gas Pipe Line Corporation and Citibank, N.A., as Trustee (filed on April 2, 1996, as Exhibit 4.1 to Transcontinental Gas Pipe Line Corporation’s registration statement on Form S-3 (File No. 333-02155) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/99250/0000950129-96-000543.txt) | | |

| [removed: 4.30] [added: 4.31] | | | — | | | [Indenture, dated as of August 12, 2011, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 12, 2011, as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/99250/000095012311076637/c65827exv4w1.htm) | | |

| [removed: 4.31] [added: 4.32] | | | — | | | [Indenture, dated as of July 13, 2012, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on July 16, 2012 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/99250/000119312512303132/d380672dex41.htm) | | |

| [removed: 4.32] [added: 4.33] | | | — | | | [Indenture, dated as of January 22, 2016, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 22, 2016, as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/99250/000119312516435679/d127799dex41.htm) | | |

| [removed: 4.33] [added: 4.35] | | | — | | | [Indenture, dated as of [removed: March 15, 2018,] [added: May 8, 2020,] between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on [removed: March 15, 2018,] [added: May 8, 2020,] as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/99250/000119312518084067/d547891dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/99250/000119312520137568/d921317dex41.htm)] | | |

| [removed: 4.34] [added: 10.39] | | | — | | | [removed: [Indenture,] [added: [Amended and Restated](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm) [Credit Agreement] dated as [removed: of May] [added: of](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm) [October] 8, [removed: 2020,] [added: 2021](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm)[,] between [added: The Williams Companies, Inc., Northwest Pipeline LLC, and] Transcontinental Gas Pipe Line Company, [removed: LLC and The Bank of New York Mellon Trust Company, N.A.,] [added: LLC](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm)[,](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm) [as](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm) [borrowers, the lenders named therein, and](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm) [Wells Fargo Bank, National Association,] as [removed: trustee (filed on May] [added: Administrative Agent](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm) [(filed on](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm) [October] 8, [removed: 2020,] [added: 2021](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm)[,] as Exhibit [removed: 4.1] [added: 10.1] to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference](http://www.sec.gov/Archives/edgar/data/99250/000119312520137568/d921317dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/99250/000119312520137568/d921317dex41.htm)[.](http://www.sec.gov/Archives/edgar/data/99250/000119312520137568/d921317dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm)] | | |

| [removed: 4.35] [added: 10.25§] | | | — | | | [removed: [Rights Agreement, dated as] [added: [Form] of [removed: March 20, 2020,] [added: Amended 2020](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit105.htm) [Time](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit105.htm)[\-Based Restricted Stock Unit Agreement] between The Williams Companies, Inc. and [removed: Computershare Trust Company, N.A., as Rights Agent, which includes the Form of Certificate of Designation of Series C Participating Cumulative Preferred Stock of The Williams Companies, Inc. as Exhibit A, the Summary of Terms of the Rights Agreement as Exhibit B] [added: certain employees] and [removed: the Form of Right Certificate as Exhibit C] [added: officers] (filed on [removed: March 20, 2020,] [added: November 1, 2021,] as Exhibit [removed: 4.1 to] [added: 10.](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit105.htm)[5](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit105.htm) [to] The Williams Companies, Inc.’s [removed: current] [added: quarterly] report on Form [removed: 8-K] [added: 10-Q] (File No. 001-04174) and incorporated herein by [removed: reference](http://www.sec.gov/Archives/edgar/data/107263/000119312520080810/d878306dex41.htm)[)](http://www.sec.gov/Archives/edgar/data/107263/000119312520080810/d878306dex41.htm)[.](http://www.sec.gov/Archives/edgar/data/107263/000119312520080810/d878306dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit105.htm)] | | |

| | | | | | | | | |

| 2.6 | | | — | | | [Membership Interest Purchase Agreement, dated as of April 13, 2017, among Williams Field Services Group, LLC, Williams Partners L.P., Williams Olefins, L.L.C., NOVA Chemicals Inc., and NOVA Chemicals Corporation (filed on August 3, 2017, as Exhibit 2.2 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/1483096/000148309617000012/wpz_2176030xex22.htm) | | |

| 10.30§ | | | — | | | [The Williams Companies, Inc. 1996 Stock Plan for Nonemployee Directors (filed on March 27, 1996, as Exhibit B to The Williams Companies, Inc.’s Definitive Proxy Statement (File No. 002-27038) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/107263/0000950134-96-000921.txt) | | |

| 10.38§ | | | — | | | [The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective July 14, 2016 (filed on February 22, 2017, as Exhibit 10.38 to The Williams Companies, Inc.’s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726317000003/wmb_20161231xex1038.htm) | | |

| 10.39 | | | — | | | [Credit Agreement dated as of July 13, 2018, between The Williams Companies, Inc., Northwest Pipeline LLC, and Transcontinental Gas Pipe Line Company, LLC as co-borrowers, the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on July 17, 2018, as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312518219725/d522727dex101.htm) | | |

| [removed: By:] [added: John D. PORTER] | | | | | | [removed: /s/ JOHN D. PORTER] [added: (Principal Financial Officer)] | | | [added: | | | | | |]

| | | | | | | [removed: John D. Porter] [added: Mary A. Hausman] *Vice President, [removed: Controller and* *Chief] [added: Chief] Accounting [removed: Officer*] [added: Officer and Controller*] | | |

Date: February [removed: 24, 2021][added: 28, 2022]

| /s/ ALAN S. ARMSTRONG | | | | | | President, Chief Executive Officer and Director | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| /s/ JOHN D. [removed: CHANDLER] [added: PORTER] | | | | | | Senior Vice President and Chief Financial Officer | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| /s/ [removed: JOHN D. PORTER] [added: MARY A. HAUSMAN] | | | | | | Vice President, [removed: Controller and] Chief Accounting Officer [added: and Controller] | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| [removed: John D. Porter] [added: Mary A. Hausman] | | | | | | (Principal Accounting Officer) | | | | | | | | |

| /s/ STEPHEN W. BERGSTROM | | | | | | Chairman of the Board | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| /s/ NANCY K. BUESE | | | | | | Director | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| /s/ STEPHEN I. CHAZEN | | | | | | Director | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| /s/ CHARLES I. COGUT | | | | | | Director | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| /s/ STACEY H. DORÉ | | | | | | Director | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| /s/ MICHAEL A. CREEL | | | | | | Director | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| /s/ PETER A. RAGAUSS | | | | | | Director | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| /s/ ROSE M. ROBESON | | | | | | Director | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| /s/ SCOTT D. SHEFFIELD | | | | | | Director | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| /s/ MURRAY D. SMITH | | | | | | Director | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| /s/ WILLIAM H. SPENCE | | | | | | Director | | | | | | February [removed: 24, 2021] [added: 28, 2022] | | |

| By: | | | | | | /s/ MARY A. HAUSMAN | | |

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| John D. Chandler | | | | | | (Principal Financial Officer) | | | | | | | | |

| /s/ VICKI L. FULLER | | | | | | Director | | | | | | February 24, 2021 | | |

| Vicki L. Fuller | | | | | | | | | | | | | | |