Williams Companies (WMB) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A43 rewritten6 added11 removed347 unchanged
All filing items1,220 rewritten657 added573 removed2,802 unchanged
Summary
counted, not written
- Item 1A lists 35 risk factor headings: 0 new, 1 reworded and 34 unchanged since FY2021. 1 heading from FY2021 no longer appears.
- Sentence by sentence, 657 added, 573 removed, 1,220 rewritten and 2,802 unchanged across 15 items that differ.
New Item 1A headings (0)
No risk factor heading in this filing is absent from FY2021.
Removed Item 1A headings (1)
- We face risks related to the COVID-19 pandemic and other health epidemics.
Reworded Item 1A headings (1)
- We do not own 100 percent of the equity interests of certain subsidiaries, including the
[removed: Partially Owned][added: Nonconsolidated] Entities, which may limit our ability to operate and control these subsidiaries. Certain operations, including the[removed: Partially Owned][added: Nonconsolidated] Entities, are conducted through arrangements that may limit our ability to operate and control these operations.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
43 rewritten, 6 added, 11 removed, 347 unchanged
Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act [removed: of 1933, as amended (Securities Act)] and Section 21E of the [removed: Securities] Exchange [removed: Act of 1934, as amended.][added: Act.]
- Demand for our [removed: services;][added: services.]
- Our ability to acquire new businesses and assets and successfully integrate those operations and assets into existing businesses as well as successfully expand our [removed: facilities,] [added: facilities] and [removed: to] consummate asset sales on acceptable terms;
- Changes in the current geopolitical [removed: situation;][added: situation, including the Russian invasion of Ukraine;]
- Additional risks described in our filings with the [removed: Securities and Exchange Commission.][added: SEC.]
We disclaim any obligations [removed: to] [added: to,] and do not intend [removed: to] [added: to,] update the above list or announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.
In addition, low prices for natural gas, regulatory limitations, including [added: permitting and] environmental regulations, or the lack of available capital have, and may continue to, adversely affect the development and production of existing or additional natural gas reserves and the installation of gathering, storage, and pipeline transportation facilities.
- [removed: Turmoil] [added: Geopolitical turmoil] in the Middle [removed: East] [added: East, Eastern Europe,] and other producing regions;
In a low commodity price [removed: environment] [added: environment,] certain of our customers have been or could be negatively impacted, causing them significant economic stress resulting, in some cases, in a customer bankruptcy filing or an effort to renegotiate our contracts.
Further, during any such bankruptcy proceeding, prior to assumption, [removed: rejection] [added: rejection,] or renegotiation of such contracts, the bankruptcy court may temporarily authorize the payment of value for our services less than contractually required, which could have a material adverse effect on our business, results of operations, cash flows, and financial condition.
If we fail to adequately assess the creditworthiness of existing or future customers and counterparties or otherwise do not take sufficient mitigating actions, including obtaining sufficient collateral, deterioration in their [removed: creditworthiness,] [added: creditworthiness] and any resulting increase in nonpayment and/or nonperformance by them could cause us to write down or write off accounts receivable.
We have experienced, and we anticipate that we will continue to face, opposition to the operation and expansion of our pipelines and facilities from governmental officials, environmental groups, landowners, tribal groups, local [removed: groups] [added: groups,] and other advocates.
Opposition to our operation and expansion can take many forms, including the delay or denial of required governmental permits, organized protests, attempts to block or sabotage our operations, intervention in regulatory or administrative proceedings involving our assets, or lawsuits or other actions designed to prevent, [removed: disrupt] [added: disrupt,] or delay the operation or expansion of our assets and business.
Our growth may also be dependent upon the construction of new natural gas gathering, transportation, compression, [removed: processing] [added: processing,] or treating [removed: pipelines,] [added: pipelines] and facilities, NGL transportation, or fractionation or storage facilities as well as the expansion of existing facilities.
Additional risks associated with construction may include the inability to obtain rights-of-way, skilled labor, equipment, materials, permits, and other required inputs in a timely manner such that projects are completed, on time or at all, and the risk that construction cost [removed: overruns] [added: overruns, including due to inflation,] could cause total project costs to exceed budgeted costs.
- Acquisitions could disrupt our ongoing business, distract management, divert financial and operational resources from existing [removed: operations] [added: operations,] and make it difficult to maintain our current business standards, controls, and procedures;
Any current or future competitor that delivers natural gas, NGLs, or other commodities into the areas that we operate could offer transportation services that are more desirable to shippers than those we provide because of price, location, [removed: facilities] [added: facilities,] or other factors.
We do not own 100 percent of the equity interests of certain subsidiaries, including the [removed: Partially Owned] [added: Nonconsolidated] Entities, which may limit our ability to operate and control these subsidiaries.
Certain operations, including the [removed: Partially Owned] [added: Nonconsolidated] Entities, are conducted through arrangements that may limit our ability to operate and control these operations.
The operations of our current non-wholly-owned subsidiaries, including the [removed: Partially Owned] [added: Nonconsolidated] Entities, are conducted in accordance with their organizational documents.
arrangements, including through new joint venture structures or new [removed: Partially Owned] [added: Nonconsolidated] Entities.
We may have limited operational flexibility in such current and future [removed: arrangements] [added: arrangements,] and we may not be able to control the timing or amount of cash distributions received.
Disputes between us and other interest owners may also result in delays, [removed: litigation] [added: litigation,] or operational impasses.
The risks described above or the failure to continue such arrangements could adversely affect our ability to conduct the operations that are the subject of such arrangements which could, in turn, negatively affect our business, growth strategy, financial [removed: condition] [added: condition,] and results of operations.
- Our ability to understand our customers’ expectations, efficiently and reliably deliver high quality [removed: services] [added: services,] and effectively manage customer relationships.
Regardless of the industry, investors’ increased focus and activism related to ESG [added: (as proponents or opponents)] and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.
Companies that do not adapt to or comply with investor or other stakeholder expectations and standards, which are evolving, or that are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational [removed: damage] [added: damage,] and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.
We face pressures from our stockholders, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon [removed: footprint] [added: footprint,] and promote sustainability.
We [removed: have] adopted certain practices as highlighted in our [removed: 2020] [added: 2021] Sustainability Report, including with respect to air emissions, biodiversity and land use, climate [removed: change] [added: change,] and environmental stewardship.
Additionally, adverse effects upon the oil and gas industry related to the worldwide social and political [removed: environment,] [added: environments,] including uncertainty or instability resulting from climate change, changes in political leadership and environmental policies, changes in geopolitical-social views toward fossil fuels and renewable energy, concern about the environmental impact of climate change, and investors’ expectations regarding ESG matters, may also adversely affect demand for our services.
We have invested, and expect to continue to invest, significant time, [removed: manpower] [added: manpower,] and capital in our information technology infrastructure.
In addition, the breach of certain business systems could affect our ability to correctly record, [removed: process] [added: process,] and report financial information.
[added: facilities, or other disruptions including those arising from theft, vandalism, fraud, or unethical conduct, which may increase as a result of the Russian invasion of Ukraine, 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.
If these pipelines or facilities were to become temporarily or permanently unavailable for any reason, or if throughput were reduced because of testing, line repair, damage to pipelines or facilities, reduced operating pressures, lack of capacity, increased credit requirements or rates charged by such pipelines or facilities or other causes, we and our customers would have reduced capacity to transport, [removed: store] [added: store,] or deliver natural gas or NGL products to end use markets or to receive deliveries of mixed NGLs, thereby reducing our revenues.
If stockholder activists were to again take or threaten to take actions against the Company or seek to involve themselves in the governance, strategic [removed: direction] [added: 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.
The timing and amount of our funding requirements under the defined benefit pension plans depend upon a number of factors that we control, including changes to pension plan benefits, as well as factors outside of our control, such as asset returns, interest [removed: rates, and changes in pension laws.]
Our total outstanding long-term debt (including current portion) as of December 31, [removed: 2021,] [added: 2022,] was [removed: $23.7] [added: $22.6] billion.
For more information regarding our debt agreements, please read Note [removed: 13] [added: 12] – Debt and Banking Arrangements of Notes to Consolidated Financial Statements.
Ultimately, limiting fossil-fuel related companies’ access to capital could make it more difficult for our customers to [removed: secure funding for exploration and production activities or for us to secure funding for growth projects.]
Joint and several strict liability may be incurred without regard to fault under certain environmental laws and regulations, for the remediation of contaminated areas and in connection with spills or releases of materials associated with natural gas, oil, and wastes on, [removed: under] [added: under,] or from our properties and facilities.
Uncertainty surrounding the Russian invasion of Ukraine, or other sustained military campaigns, may affect our operations in unpredictable ways, including the possibility that infrastructure facilities could be direct targets of, or indirect casualties of, an act of terrorism.
Breaches in our information technology infrastructure or physical
rates, and changes in pension laws.
The ongoing Russian invasion of Ukraine and the actions undertaken by western nations in response to Russia’s actions has had, and may continue to have, adverse impacts on global financial markets.
secure funding for exploration and production activities or for us to secure funding for growth projects.
facilities.
- The impact of the COVID-19 pandemic.
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,
We face risks related to the COVID-19 pandemic and other health epidemics.
The global outbreak of the coronavirus, including its variants (COVID-19) is currently impacting countries, communities, supply chains, and markets.
We provide a critical service to our customers, which means that it is paramount that we keep our employees safe.
We cannot predict whether, and the extent to which, COVID-19 will have a material impact on our business, including our liquidity, financial condition, and results of operations.
COVID-19 poses a risk to our employees, our customers, our suppliers, and the communities in which we operate, which could negatively impact our business.
To the extent that our access to the capital markets is adversely affected by COVID-19, we may need to consider alternative sources of funding for our operations and for working capital, any of which could increase our cost of capital.
Measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns, may cause us to experience operational delays or to delay plans for growth.
The extent to which COVID-19 may impact our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information concerning the severity of COVID-19 and the actions taken to contain it or treat its impact, among others.
To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other factors described in this report.
An excerpt. Shown here: 40 of 43 rewritten, all 6 added and all 11 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2022 filing and the FY2021 filing.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
188 rewritten, 169 added, 136 removed, 232 unchanged
Our interstate natural gas pipeline strategy is to create value by maximizing the utilization of our pipeline capacity by providing [removed: high quality, low cost] [added: high-quality, low-cost] transportation of natural gas to large and growing markets.
These services include natural gas gathering, processing, treating, [removed: and] compression, [added: and storage,] NGL [removed: fractionation] [added: fractionation, transportation] and [removed: transportation,] [added: storage,] crude oil production handling and transportation, [added: as well as] marketing services for NGL, crude [removed: oil] [added: oil,] and natural [removed: gas, as well as storage facilities.][added: gas.]
[removed: Consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources, our] [added: Our] operations are conducted, managed, and presented within the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, West, and [removed: Sequent.][added: Gas & NGL Marketing Services, consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources.]
All remaining business [removed: activities] [added: activities, including our upstream operations and corporate activities,] are included in Other.
[removed: As of December 31, 2021, our] [added: Our] reportable segments are comprised of the following [removed: businesses:][added: business activities:]
- Transmission & Gulf of Mexico is comprised of our interstate natural gas pipelines, Transco and Northwest Pipeline, [added: and their related natural gas storage facilities,] as well as natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including a 51 percent interest in Gulfstar One (a consolidated variable interest [removed: entity), which is a proprietary floating production system,] [added: entity, or VIE),] a 50 percent equity-method investment in Gulfstream, and a 60 percent equity-method investment in Discovery.
- Northeast G&P is comprised of our midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in our Northeast JV (a consolidated [removed: variable interest entity)] [added: VIE)] which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal (a consolidated [removed: variable interest entity)] [added: VIE)] which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain, a 50 percent equity-method investment in Blue [removed: Racer (we previously effectively owned a 29 percent indirect interest in Blue Racer through our 58 percent equity-method investment in BRMH until acquiring a controlling interest of BRMH in November 2020 and the remaining interest in September 2021),] [added: Racer,] and Appalachia Midstream [removed: 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.][added: Investments.]
- 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 [added: east Texas and] northwest Louisiana, and the Mid-Continent region which includes the Anadarko and Permian basins.
This segment also includes [added: our] NGL [removed: and natural gas marketing 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 [removed: interest] [added: equity-method investment] in Brazos Permian [removed: II, LLC (Brazos Permian II).][added: II.]
In December [removed: 2021,] [added: 2022,] we paid a regular quarterly dividend of [removed: $0.41] [added: $0.425] per share.
On [removed: February 1, 2022,] [added: January 31, 2023,] our board of directors approved a regular quarterly dividend of [removed: $0.425] [added: $0.4475] per share payable on March [removed: 28, 2022.][added: 27, 2023.]
[removed: Sequent can] [added: 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 [removed: portfolio.][added: portfolio as well as upstream related production.]
However, the unrealized fair value measurement gains and losses are generally offset by valuation changes in the economic value of the underlying [added: production or] transportation and storage [removed: portfolio,] [added: contracts,] which is not recognized until the underlying [removed: transportation and storage] transaction occurs.
The project [removed: increased] [added: is expected to increase] capacity by [removed: 582] [added: 423] Mdth/d.
[removed: In total, the] [added: The] project [removed: increased] [added: is expected to increase] capacity by [removed: 296] [added: 150] Mdth/d.
[added: We continue to maintain a strong commitment to safety,] environmental stewardship including seeking opportunities for renewable energy ventures, operational excellence, and customer satisfaction.
Our business plan for [removed: 2022] [added: 2023] includes a continued focus on earnings and cash flow growth.
We also anticipate increases resulting from [removed: recently completed Transco expansion projects and] [added: the] development of our upstream oil and gas [removed: properties.][added: properties and a full year of contribution from recently acquired Trace and NorTex assets.]
Our growth capital and investment expenditures in [removed: 2022] [added: 2023] are expected to be in a range from [removed: $1.25] [added: $1.40] billion to [removed: $1.35 billion.][added: $1.70 billion, excluding the MountainWest Acquisition.]
Growth capital spending in [removed: 2022] [added: 2023] primarily includes Transco expansions, all of which are fully contracted with firm transportation agreements, projects supporting the Northeast G&P [removed: business, opportunities] [added: business and projects supporting growth] in the Haynesville [removed: area, and an expansion in] [added: basin, including] the [removed: Western Gulf area.][added: Louisiana Energy Gateway project.]
In addition to growth capital and investment expenditures, we also remain committed to projects that maintain our assets for safe and reliable operations, as well as projects that [added: reduce emissions, and] meet legal, regulatory, and/or contractual commitments.
- [removed: Continued negative impacts of COVID-19 driving a] [added: A] global recession, which could result in downturns in financial markets and commodity prices, as well as impact demand for natural gas and related products;
- Unexpected significant increases in capital expenditures or delays in capital project [removed: execution;][added: execution, including increases from inflation or delays caused by supply chain disruptions;]
- Lower than anticipated demand for natural gas and natural gas products which could result in [removed: lower than expected] [added: lower-than-expected] volumes, energy commodity prices, and margins;
In [removed: March 2021,] [added: January 2023,] we [removed: filed an application with] [added: received approval from] the FERC for the project to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in northeastern Pennsylvania to multiple delivery points in Pennsylvania, New Jersey, and Maryland.
We plan to place the [added: full] project into service as early as the fourth quarter of 2024, assuming timely receipt of all necessary regulatory approvals.
The assumptions utilized to compute the benefit obligations and costs are shown in Note [removed: 8] [added: 7] – Employee Benefit Plans of Notes to Consolidated Financial Statements.
| Discount rate | | | $ | [removed: 2] [added: (21)] | | | | | $ | [removed: —] [added: (1)] | | | | | $ | [removed: (97)] [added: (69)] | | | | | $ | [removed: 114] [added: 80] | |
| Expected long-term rate of return on plan assets | | | [removed: (12)] [added: (11)] | | | | | | [removed: 12] [added: 11] | | | | | | — | | | | | | — | | |
| Cash balance interest crediting rate | | | [removed: 6] [added: 5] | | | | | | [removed: (4)] [added: (25)] | | | | | | [removed: 66] [added: 50] | | | | | | [removed: (56)] [added: (43)] | | |
| Discount rate | | | [removed: (4)] [added: (3)] | | | | | | [removed: (1)] [added: 2] | | | | | | [removed: (22)] [added: (14)] | | | | | | [removed: 27] [added: 16] | | |
| Expected long-term rate of return on plan assets | | | [removed: (3)] [added: (2)] | | | | | | [removed: 3] [added: 2] | | | | | | — | | | | | | — | | |
Our expected long-term rate of return on plan assets used for our pension plans was [removed: 3.69] [added: 3.81] percent in [removed: 2021.][added: 2022.]
The [removed: 2021] [added: 2022] actual return on plan assets for our pension plans was [added: a loss of] approximately [removed: 4.9] [added: 9.7] percent.
The 10-year average rate of return on pension plan assets through December [removed: 2021] [added: 2022] was approximately [removed: 9.2] [added: 6.8] percent.
The following table and discussion is a summary of our consolidated results of operations for the three years ended December 31, [removed: 2021.][added: 2022.]
| | | | [removed: 2021] [added: 2022] | | | | | | $ Change from [removed: 2020*] [added: 2021*] | | | | | | % Change from [removed: 2020*] [added: 2021*] | | | | | | [removed: 2020] [added: 2021] | | | | | | $ Change from [removed: 2019*] [added: 2020*] | | | | | | % Change from [removed: 2019*] [added: 2020*] | | | | | | [removed: 2019] [added: 2020] | | |
| Service revenues | | | $ | [removed: 6,001] [added: 6,536] | | | | | [removed: +77] [added: +535] | | | | | | [removed: +1] [added: +9] | | % | | | | $ | [removed: 5,924] [added: 6,001] | | | | | [removed: \-9] [added: +77] | | | | | | [removed: —] [added: +1] | | % | | | | $ | [removed: 5,933] [added: 5,924] | |
| Service revenues – commodity consideration | | | [removed: 238] [added: 260] | | | | | | [removed: +109] [added: +22] | | | | | | [removed: +84] [added: +9] | | % | | | | [removed: 129] [added: 238] | | | | | | [removed: \-74] [added: +109] | | | | | | [removed: \-36] [added: +84] | | % | | | | [removed: 203] [added: 129] | | |
| Product sales | | | [removed: 4,536] [added: 4,556] | | | | | | [removed: +2,865] [added: +20] | | | | | | [removed: +171] [added: —] | | % | | | | [removed: 1,671] [added: 4,536] | | | | | | [removed: \-392] [added: +2,865] | | | | | | [removed: \-19] [added: +171] | | % | | | | [removed: 2,063] [added: 1,671] | | |
Transmission & Gulf of Mexico also includes natural gas storage facilities and pipelines providing services in north Texas.
- Gas & NGL Marketing Services is comprised of our NGL and natural gas marketing and trading operations which includes risk management and transactions related to the storage and transportation of natural gas and NGLs on strategically positioned assets.
Overview of the Results of Operations
*Net income (loss) attributable to The Williams Companies, Inc.* for the year ended December 31, 2022, increased by $532 million over the prior year.
Further discussion of our results is found in this report in the Results of Operations.
MountainWest Acquisition
On February 14, 2023, we closed on the acquisition of 100 percent of MountainWest Pipelines Holding Company (MountainWest) which includes FERC-regulated interstate natural gas pipeline systems and natural gas storage capacity, for $1.08 billion of cash and assumption of $430 million outstanding principal amount of long-term debt, subject to working capital and post-closing adjustments.
The MountainWest Acquisition expands our existing transmission and storage infrastructure footprint into major markets in Utah, Wyoming, and Colorado.
Northwest Pipeline FERC Rate Case Settlement
On November 15, 2022, Northwest Pipeline received approval from the FERC for a stipulation and settlement agreement which generally reduces rates effective January 1, 2023, resolves other rate issues, establishes a Modernization and Emission Reduction Program, and satisfies its rate case filing obligation.
Provisions were included in the settlement that establishes a moratorium on any proceedings that would seek to place new rates in effect any earlier than January 1, 2026, and that a general rate case filing will be made for rates to become effective not later than April 1, 2028, unless we have entered into a pre-filing settlement prior to that date.
NorTex Asset Purchase
On August 31, 2022, we purchased a group of assets in north Texas, primarily natural gas storage facilities and pipelines, from NorTex Midstream Holdings, LLC for $424 million.
Trace Acquisition
On April 29, 2022, we closed on the acquisition of 100 percent of Gemini Arklatex, LLC through which we acquired the Haynesville Shale region gas gathering and related assets of Trace Midstream for $972 million.
The purpose of the Trace Acquisition was to expand our footprint into the east Texas area of the Haynesville Shale region, increasing in-basin scale in one of the largest growth basins in the country.
In 2023, our operating results are expected to benefit from the MountainWest Acquisition, volume growth in the Haynesville and Northeast G&P areas, and annual inflation-based rate increases across our gathering and processing business.
These increases are partially offset by a lower expected commodity price environment.
Deepwater Shenandoah Project
In June 2021, we reached an agreement with two third-parties to provide offshore natural gas gathering and transportation services as well as onshore natural gas processing services.
The project expands our existing Gulf of Mexico offshore infrastructure via a 5-mile offshore lateral pipeline from the Shenandoah platform to Discovery’s existing Keathley Canyon Connector pipeline, adds onshore processing facilities at Larose, Louisiana to handle the expected rich Shenandoah production, and the natural gas liquids will be fractionated and marketed at Discovery’s Paradis plant in Louisiana.
We plan to place the project into service in the fourth quarter of 2024.
Deepwater Whale Project
In August 2021, we reached an agreement with two third-parties to provide offshore natural gas gathering and crude oil transportation services as well as onshore natural gas processing services.
The project expands our existing Western Gulf of Mexico offshore infrastructure via a 26-mile gas lateral pipeline from the Whale platform to the existing Perdido gas pipeline and adds a new 125-mile oil pipeline from the Whale platform to our existing junction platform.
We plan to place the project into service in the fourth quarter of 2024.
Southside Reliability Enhancement
In May 2022, we filed an application with the FERC for the project, which is an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Virginia and North Carolina to delivery points in North Carolina.
We plan to place the project into service as early as the 2024/2025 winter heating season assuming timely receipt of all necessary regulatory approvals.
Texas to Louisiana Energy Pathway
In August 2022, we filed an application with the FERC for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide firm transportation capacity from receipt points in south Texas to delivery points in Texas and Louisiana.
We plan to place the project into service as early as the first quarter of 2025, assuming timely receipt of all necessary regulatory approvals.
The project is expected to provide 364 Mdth/d of new firm transportation service through a combination of increasing capacity, converting interruptible capacity to firm, and utilizing existing capacity.
Southeast Energy Connector
In August 2022, we filed an application with the FERC for the project, which is an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Mississippi and Alabama to a delivery point in Alabama.
We plan to place the project into service in the first quarter of 2025, assuming timely receipt of all necessary regulatory approvals.
Commonwealth Energy Connector
In August 2022, we filed an application with the FERC for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity in Virginia.
We plan to place the project into service as early as the fourth quarter of 2025, assuming timely receipt of all necessary regulatory approvals.
The project is expected to increase capacity by 105 Mdth/d.
- 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.
- Other includes our upstream operations and minor business activities that are not reportable segments, as well as corporate operations.
Overview
*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.
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.
Expansion Project Update
*Transmission & Gulf of Mexico*
Leidy South
In July 2020, we received approval from the FERC for the project to expand Transco’s existing natural gas transmission system and also extend its system through a capacity lease with National Fuel Gas Supply Corporation that will enable us to provide incremental firm transportation from Clermont, Pennsylvania and from the Zick interconnection on Transco’s Leidy Line to the River Road regulating station in Lancaster County, Pennsylvania.
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.
Southeastern Trail
In October 2019, we received approval from the FERC to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from the Pleasant Valley interconnect with Dominion’s Cove Point Pipeline in Virginia to the Station 65 pooling point in Louisiana.
We placed 230 Mdth/d of capacity under the project into service in the fourth quarter of 2020, and the project was fully in service on January 1, 2021.
An excerpt. Shown here: 40 of 188 rewritten, 40 of 169 added and 40 of 136 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2022 filing and the FY2021 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
26 rewritten, 27 added, 9 removed, 41 unchanged
(See Note [removed: 13] [added: 12] – 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: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
See Note [removed: 17] [added: 15] – 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: 2021] [added: 2023] | | | | | | [removed: 2022] [added: 2024] | | | | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2024] [added: 2026] | | | | | | [removed: 2025] [added: 2027] | | | | | | Thereafter (1) | | | | | | Total | | | | | | Fair Value December 31, [removed: 2020] [added: 2022] | | |
| Weighted-average interest rate | | | | | | 5.0 | | % | | | | [removed: 5.1] [added: 5.0] | | % | | | | [removed: 5.2] [added: 5.1] | | % | | | | [removed: 5.3] [added: 5.0] | | % | | | | [removed: 5.4] [added: 5.0] | | % | | | | [removed: 5.4] [added: 5.1] | | % | | | | | | | | | | | | |
[removed: These instruments include] [added: We routinely manage this risk with] a variety of exchange-traded and OTC energy contracts such as forward contracts, futures contracts, and basis swaps, as well as physical [removed: transactions that qualify as derivatives.][added: transactions.]
These economic [removed: hedging activities] [added: hedges] are not designated [removed: and do not qualify] for hedge accounting treatment.
The maturities of [removed: Sequent’s] [added: our] derivative contracts at December 31, [removed: 2021] [added: 2022, as well as the maturities of the derivative contracts related to the operations acquired in the Sequent Acquisition at December 31, 2021,] were as follows:
| Level 1 [added: (2)] | | | | | | $ | [removed: (69)] [added: (2)] | | | | | $ | [removed: (49)] [added: 11] | | | | | $ | [removed: (30)] [added: (9)] | | | | | $ | [removed: 10] [added: (4)] | |
| Fair value of contracts outstanding at [removed: end of period (2)] [added: December 31, 2021] | | | | | | $ | (402) | | | | | $ | (139) | | | | | $ | (149) | | | | | $ | (114) | |
(1)See Note [removed: 17] [added: 15] – 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 [removed: 18] [added: 16] – Derivatives [added: of Notes to Consolidated Financial Statements] for the amount of change in fair value recognized in [removed: the] [added: our] Consolidated Statement of Income.
[removed: Sequent Value] [added: Value] at Risk (VaR)
VaR is the maximum [removed: potential] [added: predicted] loss in portfolio value over a specified time period that is not expected to be exceeded within a given degree of probability.
[removed: Sequent’s] [added: Our] VaR may not be comparable to that of other companies due to differences in the factors used to calculate VaR.
[removed: Sequent’s] [added: Our] VaR is determined using [removed: a] parametric [removed: model] [added: models] with [removed: a] 95 percent confidence [removed: interval] [added: intervals] and [removed: a] one-day holding [removed: period,] [added: periods,] 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.
[removed: The] [added: Our] open exposure [removed: of Sequent] is managed in accordance with established policies that limit market risk and require daily reporting of [removed: potential] [added: predicted] financial [removed: exposure] [added: loss] to [removed: senior] management.
Because [removed: Sequent] [added: we] generally [removed: manages] [added: manage] physical gas assets and economically [removed: protects its] [added: protect our] positions by hedging in the futures markets, [removed: Sequent’s] [added: our] open exposure is generally mitigated.
[removed: Sequent employs] [added: We employ] daily risk testing, using both VaR and stress testing, to evaluate the risk of [removed: its] [added: our] positions.
[removed: Sequent] [added: We] actively [removed: monitors] [added: monitor] open commodity [added: marketing] positions and the resulting VaR and [removed: maintains] [added: maintain] a relatively small risk exposure as total buy volume is close to sell volume, with minimal open natural gas price risk.
[removed: Sequent] [added: We] had the following VaRs for the [removed: period subsequent to the Sequent Acquisition:][added: periods shown:]
| | | | [added: | | | Nine Months Ended December 31, 2022 | | | | | | Three Months Ended March 31, 2022 | | | | | |] Six Months Ended December 31, 2021 | | | | | | | | | | | |
| | | | [added: | | |] (Millions) | | | | | | | | | | | | [added: | | | | | | | | |]
| Average | | | [added: | | |] $ | [removed: 3.6] [added: 10] | | | | | [added: $] | [added: 6] | | | | | [added: $ | 4 | | | | | | | | | | |]
| High | | | [added: | | |] $ | [removed: 7.4] [added: 39] | | | | | [added: $] | [added: 10] | | | | | [added: $ | 7 | | | | | | | | | | |]
| Low | | | [added: | | |] $ | [removed: 1.6] [added: 4] | | | | | [added: $] | [added: 4] | | | | | [added: $ | 2 | | | | | | | | | | |]
| Fixed rate | | | | | | $ | 629 | | | | | $ | 2,281 | | | | | $ | 1,619 | | | | | $ | 1,245 | | | | | $ | 1,993 | | | | | $ | 14,787 | | | | | $ | 22,554 | | | | | $ | 21,569 | |
| Commercial paper (2) | | | | | | $ | 350 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 350 | | | | | $ | 350 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(2) The weighted-average interest rate for commercial paper was 4.8 percent as of December 31, 2022.
We are exposed to commodity price risk through our natural gas and NGL marketing activities, including contracts to purchase, sell, transport, and store product.
Although many of the contracts used to manage commodity exposure are derivative instruments, these economic hedges are not designated or do not qualify for hedge accounting treatment.
We are also exposed to commodity prices through our upstream business and certain gathering and processing contracts.
We use derivative instruments to lock in forward sales prices on a portion of our expected future production.
| Fair Value Measurements Using (1) | | | | | | | | | 2023 | | | | | | 2024 - 2025 | | | | | | 2026 - 2027+ | | | | | |
| Level 2 | | | | | | (586) | | | | | | (171) | | | | | | (224) | | | | | | (191) | | |
| Level 3 | | | | | | (56) | | | | | | (19) | | | | | | 2 | | | | | | (39) | | |
| Fair value of contracts outstanding at December 31, 2022 | | | | | | $ | (644) | | | | | $ | (179) | | | | | $ | (231) | | | | | $ | (234) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | Total Fair Value | | | | | | Maturity | | | | | | | | | | | | | | |
| Level 1 (3) | | | | | | $ | (69) | | | | | $ | (49) | | | | | $ | (30) | | | | | $ | 10 | |
(2)Net commodity derivative assets and liabilities exclude $202 million of net cash collateral in Level 1.
(3)Net commodity derivative assets and liabilities related to the operations acquired in the Sequent Acquisition exclude $267 million of net cash collateral in Level 1.
Starting in the second quarter of 2022, following the further integration of our legacy trading activities with the operations acquired in the Sequent Acquisition, we now present VaR for our integrated natural gas trading operations.
For the second half of 2021 and the first quarter of 2022, the VaR presented reflects the legacy Sequent operations only.
At December 31, 2022, the VaR associated with this activity was $10 million.
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| | | | | | | Trading | | | | | | Sequent Only | | | | | | Sequent Only | | | | | | | | | | | |
| | | | | | | (Millions) | | | | | | | | | | | | | | | | | | | | | | | |
Our non-trading portfolio primarily consists of derivatives that hedge our upstream business and certain gathering and processing contracts.
At December 31, 2022, the VaR associated with these derivatives was $8 million.
| Fixed rate | | | | | | $ | 894 | | | | | $ | 2,025 | | | | | $ | 1,477 | | | | | $ | 2,280 | | | | | $ | 1,617 | | | | | $ | 14,051 | | | | | $ | 22,344 | | | | | $ | 27,043 | |
We are exposed to the impact of fluctuations in the market price of natural gas, NGLs, and crude oil as well as other market factors, such as market volatility and energy commodity price correlations.
We are exposed to these risks in connection with our owned energy-related assets, our long-term energy-related contracts, and limited proprietary trading activities.
Our management of the risks associated with these market fluctuations includes maintaining sufficient liquidity, as well as using various derivatives and nonderivative energy-related contracts.
The fair value of derivative contracts is subject to many factors, including changes in energy commodity market prices, the liquidity and volatility of the markets in which the contracts are transacted, and changes in interest rates.
Sequent routinely utilizes various types of derivative instruments to economically hedge certain commodity price risks inherent in the natural gas marketing industry.
(2)Excludes cash collateral of $267 million in Level 1.
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Item 1. Business
157 rewritten, 134 added, 67 removed, 320 unchanged
We have operations in 14 supply areas that provide natural gas gathering, processing, and transmission services, NGLs fractionation, transportation, and storage services, and marketing services to more than [removed: 600] [added: 700] customers.
We own an interest in and operate over [removed: 30,000] [added: 33,000] miles of [removed: pipelines,] [added: pipelines in 25 states,] 29 [added: natural gas] processing facilities, 7 [added: NGL] fractionation facilities, [removed: and] approximately [removed: 23] [added: 24] million barrels of NGL storage capacity, and [added: 290.4 Bcf of natural gas storage capacity, and] deliver natural gas that is used every day for clean-power generation, heating, and industrial use.
[removed: |  | | |][added: ]
Williams’ headquarters are located in Tulsa, Oklahoma, with other major offices in [removed: Salt Lake City, Utah;] Houston, [removed: Texas;] [added: Texas] and Pittsburgh, Pennsylvania.
[removed: |  | | |][added: ]
[removed: Our] [added: Most of our] interstate natural gas transmission businesses are fully contracted under long-term firm reservation contracts with high credit quality customers.
[added: Additionally, we offer storage] services and interruptible transportation services under shorter-term agreements.
[removed: Transco’s and Northwest] Pipeline’s three largest customers in [removed: 2021] [added: 2022] accounted for approximately [removed: 26] [added: 23] percent and [removed: 52] [added: 51] percent, respectively, of their total operating revenues.
For the year ended December 31, [removed: 2021,] [added: 2022,] approximately 90 percent of our NGL production volumes were under fee-based contracts.
For the year ended December 31, [removed: 2021,] [added: 2022,] approximately 10 percent of our NGL production volumes were under noncash commodity-based contracts.
During [removed: 2021,] [added: 2022,] our facilities gathered and processed gas and crude oil for approximately [removed: 220] [added: 240] customers.
Our top ten customers accounted for approximately [removed: 75] [added: 70] percent of our gathering and processing fee revenues and NGL margins from our noncash commodity-based agreements.
[added: 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.
[removed: Beginning in January 2022, our] [added: Our] NGL and natural gas marketing services are [removed: now] presented primarily within our Gas & NGL Marketing Services segment.
In [removed: 2021,] [added: 2022,] our three largest natural gas marketing customers accounted for approximately [removed: 13] [added: 12] percent of our gross natural gas marketing sales, and our three largest NGL marketing customers accounted for approximately [removed: 46] [added: 42] 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 [added: and electric] utilities, municipalities, power generators, and producers, and moves gas to markets through transportation and storage agreements on strategically positioned assets.
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 [removed: capabilities with expansions into new markets.][added: capabilities.]
In addition, all of our [removed: Sequent’s] [added: natural gas marketing] derivative activities qualify as held for trading purposes, which requires net presentation in the Consolidated Statement of Income.
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 [removed: portfolio.][added: portfolio as well as upstream related production.]
However, the unrealized fair value measurement gains and losses are generally offset by valuation changes in the economic value of the underlying [added: production or] transportation and storage [removed: portfolio,] [added: contracts,] which is not recognized until the underlying [removed: transportation and storage] transaction occurs.
Our crude oil transportation operations, which are [added: primarily] presented in our Transmission & Gulf of Mexico segment as described under the heading “Business Segments,” earn revenues 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.
- Transmission & Gulf of Mexico is comprised of our interstate natural gas pipelines, [removed: Transco and] [added: Transco,] Northwest Pipeline, [added: and MountainWest, and their related natural gas storage facilities,] as well as natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including a 51 percent interest in Gulfstar [removed: One (a consolidated variable interest entity), which is a proprietary floating production system,] [added: One,] a 50 percent equity-method investment in Gulfstream, and a 60 percent equity-method investment in Discovery.
- Northeast G&P is comprised of our midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in our Northeast JV [removed: (a consolidated variable interest entity)] which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal [removed: (a consolidated variable interest entity)] which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain, a 50 percent equity-method investment in Blue Racer, and Appalachia Midstream [removed: 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.][added: Investments.]
- 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 [added: east Texas and] northwest Louisiana, and the Mid-Continent region which includes the Anadarko and Permian basins.
This segment also includes our NGL storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, a 50 percent equity-method investment in OPPL, a 50 percent equity-method investment in RMM, [removed: and] a 20 percent equity-method investment in Targa Train [removed: 7.][added: 7, and a 15 percent equity-method investment in Brazos Permian II.]
Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations, which along with Item 8.][added: Operations.]
This segment includes the Transco interstate natural gas pipeline that extends from the Gulf of Mexico to the eastern seaboard, the Northwest Pipeline interstate natural gas pipeline, [added: the MountainWest interstate natural gas pipeline,] as well as natural gas gathering, processing and treating, crude oil production handling, and NGL fractionation assets within the onshore, offshore shelf, and deepwater areas in and around the Gulf Coast states of [removed: Texas, Louisiana, Mississippi, and Alabama.]
This segment also includes various petrochemical and feedstock pipelines in the Gulf Coast [removed: region.][added: region and natural gas pipelines and storage facilities located in north Texas.]
Transco is an interstate natural gas transmission company that owns and operates a [removed: 9,800-mile] [added: 9,700-mile] natural gas pipeline system, which is regulated by the FERC, extending from Texas, Louisiana, Mississippi, and the Gulf of Mexico through Alabama, Georgia, South Carolina, North Carolina, Virginia, Maryland, Delaware, Pennsylvania, and New Jersey to the New York City metropolitan area.
At December 31, [removed: 2021,] [added: 2022,] Transco’s system had a [removed: system-wide delivery] [added: design] capacity totaling approximately 18.6 MMdth/d.
The total usable gas storage capacity available to Transco and its customers in such underground storage fields and LNG storage facility and through storage service contracts is approximately [removed: 194 MMdth] [added: 188 Bcf] of natural gas.
At December 31, [removed: 2021,] [added: 2022,] Transco’s customers had stored in its facilities approximately [removed: 140 MMdth] [added: 127 Bcf] of natural gas.
Northwest Pipeline’s system includes 42 transmission compressor stations having a combined sea level-rated capacity of approximately [removed: 473,000] [added: 476,000] horsepower.
Northwest Pipeline owns a one-third undivided interest in the Jackson Prairie underground storage facility in [removed: Washington and contracts with a third party for natural gas storage services in an underground storage reservoir in the Clay Basin field in Utah.][added: Washington.]
These storage facilities have an aggregate working natural gas storage capacity of [removed: 14.2 MMdth,] [added: 10.4 Bcf,] which is substantially utilized for third-party natural gas.
The following tables summarize the significant operated assets of this [removed: segment:][added: segment and non-operated Blue Racer:]
| | | | | | | Location | | | | | | [removed: Miles] [added: Pipeline Miles] | | | | | | [removed: (Bcf/d)] [added: Inlet Capacity (Bcf/d)] | | | | | | [removed: Interest] [added: Ownership Interest] | | | | | | Supply Basins | | |
| | | | | | | Location | | | | | | [removed: (Bcf/d)] [added: Inlet Capacity (Bcf/d)] | | | | | | [removed: (Mbbls/d)] [added: NGL Production Capacity (Mbbls/d)] | | | | | | [removed: Interest] [added: Ownership Interest] | | | | | | Supply Basins | | |
[removed: (1)Includes] [added: (2)Includes] 100 percent of the statistics associated with operated equity-method investments.
| | | | | | | [removed: | | | | | | | | |] Crude Oil Pipelines | | | | | | | | | | | | | | | | | | | | |
Our telephone number is 800-945-5426 (800-WILLIAMS).
Transco’s and Northwest
All remaining business activities, including our upstream operations and corporate activities, are included in Other.
Transmission & Gulf of Mexico also includes natural gas storage facilities and pipelines providing services in north Texas.
- Gas & NGL Marketing Services includes our NGL and natural gas marketing and trading operations.
This segment includes risk management and transactions related to the storage and transportation of natural gas and NGLs on strategically positioned assets.
Texas, Louisiana, Mississippi, and Alabama.
Transco’s system includes 59 compressor stations, four underground storage fields, and one LNG storage facility.
At December 31, 2022, Northwest Pipeline’s system had a design capacity totaling approximately 3.8 MMdth/d.
North Texas Assets (NorTex)
On August 31, 2022, we purchased a group of assets in north Texas from NorTex Midstream Holdings, LLC.
The NorTex assets include approximately 80 miles of natural gas transmission pipelines and 36 Bcf of natural gas storage in the Dallas-Fort Worth market.
In addition to providing gas supply to power generation in north Texas, these assets also provide storage services for Permian gas directed toward growing Gulf Coast LNG demand.
MountainWest Acquisition
On February 14, 2023, we closed on the acquisition of 100 percent of MountainWest Pipelines Holding Company.
MountainWest is an interstate natural gas pipeline company that owns and operates an approximately 2,000-mile natural gas pipeline system and provides transportation and underground natural gas storage services in Utah, Wyoming, and Colorado.
At February 14, 2023, the MountainWest system had a design capacity totaling 8.0 MMdth/d.
The system is located in the Rocky Mountains near six producing areas, including the Greater Green
River, Uinta, and Piceance basins.
MountainWest also owns and operates 56 Bcf of natural gas storage capacity, including the Clay basin underground storage reservoir in Utah.
| NorTex | | | | | | Jack Co., TX | | | | | | 0.1 | | | | | | 13 | | | | | | 100% | | | | | | Barnett Shale | | |
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(2)Tbtu converted to MMdth at one trillion British thermal units = one million dekatherms.
| | | | | | | Location | | | | | | Pipeline Miles | | | | | | Inlet Capacity (Bcf/d) | | | | | | Ownership Interest | | | | | | Supply Basins | | |
| Blue Racer | | | | | | Ohio & West Virginia | | | | | | 741 | | | | | | 1.5 | | | | | | 50% | | | | | | Appalachian | | |
| Berne | | | | | | Monroe Co., OH | | | | | | 0.4 | | | | | | 60 | | | | | | 50% | | | | | | Appalachian | | |
| Natrium | | | | | | Marshall Co., WV | | | | | | 0.8 | | | | | | 120 | | | | | | 50% | | | | | | Appalachian | | |
(4)Natural gas processing facilities owned by non-operated Blue Racer.
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| Consolidated: | | | | | | | | | | | | | | | | | |
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| Gathering volumes (Bcf/d) | | | 6.61 | | | | | | 6.79 | | | | | | 6.16 | | |
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| --- | --- | --- |
Our telephone number is 918-573-2000.
Additionally, we offer storage
We believe counterparty credit concerns in our gathering
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.
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.
- Other includes our upstream operations and minor business activities that are not reportable segments, as well as corporate operations.
Financial Statements and Supplementary Data, continues to present our segments as they were historically defined before the organizational realignment on January 1, 2022.
During 2021, Transco completed two fully-contracted expansions, which added more than 0.5 MMdth/d interim firm transportation capacity to the pipeline.
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.
At December 31, 2021, Northwest Pipeline’s system had long-term firm transportation and storage redelivery agreements with aggregate capacity reservations of approximately 3.8 MMdth/d.
| | | | | | | | | | | | | | | | | | | Inlet | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Pipeline | | | | | | Capacity | | | | | | Ownership | | | | | | | | |
| | | | | | | | | | | | | | | | | | | NGL | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Inlet | | | | | | Production | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Capacity | | | | | | Capacity | | | | | | Ownership | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | Pipeline | | | | | | Capacity | | | | | | Ownership | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | Crude/NGL | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Gas Inlet | | | | | | Handling | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Capacity | | | | | | Capacity | | | | | | Ownership | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Gathering volumes (Bcf/d) | | | | | | 5.52 | | | | | | 4.78 | | | | | | 4.29 | | |
Acquisition of UEOM and formation of Northeast JV
On March 18, 2019, we signed and closed the acquisition of the remaining 38 percent interest in UEOM.
As a result of acquiring this additional interest, we obtained control of and consolidated UEOM.
(See Note 3 – Acquisitions of Notes to Consolidated Financial Statements).
In June 2019, we contributed our consolidated interests in UEOM and our Ohio Valley midstream business to a newly formed partnership, and we retained 65 percent ownership of, as well as operate and consolidate, the Northeast JV business.
panhandle of West Virginia in core areas of the Marcellus Shale.
| | | | | | | | | | | | | | | | | | | | | | NGL | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | Inlet | | | | | | Production | | | | | | | | | | | | | | |
Jackalope was sold effective second-quarter 2019.
Belvieu, Texas, fractionation train, which was placed into service in the first quarter of 2020.
On July 1, 2021, we completed the Sequent Acquisition which is part of our new Gas & NGL Marketing Services business segment.
(1) Average volumes over the period we owned the operations.
The first policy statement is an Updated Certificate Policy Statement, which FERC will apply in pending and future certificate proceedings.
An excerpt. Shown here: 40 of 157 rewritten, 40 of 134 added and 40 of 67 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2022 filing and the FY2021 filing.
Item 3. Legal Proceedings
4 rewritten, 1 added, 1 removed, 10 unchanged
We [removed: are exploring] [added: have reached an agreement in principle with the DOJ and other agencies regarding] global resolution of the claims at these facilities, as well as alleged violations at certain other [removed: facilities, with the DOJ.][added: facilities.]
[removed: Global] [added: The proposed global] resolution [removed: would include] [added: includes] both payment of a civil penalty [added: in the amount of $3.75 million] and an injunctive relief component.
Other environmental matters called for by this Item are described under the caption “*Environmental Matters*” in Note [removed: 19] [added: 17] – 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.
The additional information called for by this Item is provided in Note [removed: 19] [added: 17] – 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.
We continue to work with the DOJ and the other agencies towards finalization of the global resolution.
We continue to work with the DOJ and the other agencies to resolve these claims, whether individually or globally, and negotiations are ongoing.
Cover and table of contents
37 rewritten, 47 added, 12 removed, 110 unchanged
| | | | For the fiscal year ended | | | December 31, [removed: 2021] [added: 2022] | | |
[removed: The Williams] [added: The Williams] Companies, Inc.
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: $31,296,220,520.][added: $36,889,420,649.]
The number of shares outstanding of the registrant’s common stock outstanding at February [removed: 18, 2022] [added: 17, 2023] was [removed: 1,215,592,791.][added: 1,218,562,959.]
Portions of the Registrant’s Definitive Proxy Statement for the Registrant’s Annual Meeting of Stockholders to be held on April [removed: 26, 2022,] [added: 25, 2023,] are incorporated into Part III, as specifically set forth in Part III.
| Item 1. | | | [removed: [Business](#i533e607b85bb4e56aa03828529f92e3f_16)] [added: [Business](#i1c425f6a2372496ebc32cc0d8ab3b346_16)] | | | [removed: [4](#i533e607b85bb4e56aa03828529f92e3f_16)] [added: [5](#i1c425f6a2372496ebc32cc0d8ab3b346_16)] | | |
| | | | [Service Assets, Customers, and [removed: Contracts](#i533e607b85bb4e56aa03828529f92e3f_25)] [added: Contracts](#i1c425f6a2372496ebc32cc0d8ab3b346_22)] | | | [removed: [5](#i533e607b85bb4e56aa03828529f92e3f_25)] [added: [6](#i1c425f6a2372496ebc32cc0d8ab3b346_22)] | | |
| | | | [Business [removed: Segments](#i533e607b85bb4e56aa03828529f92e3f_28)] [added: Segments](#i1c425f6a2372496ebc32cc0d8ab3b346_25)] | | | [removed: [8](#i533e607b85bb4e56aa03828529f92e3f_28)] [added: [9](#i1c425f6a2372496ebc32cc0d8ab3b346_25)] | | |
| | | | [Transmission & Gulf of [removed: Mexico](#i533e607b85bb4e56aa03828529f92e3f_31)] [added: Mexico](#i1c425f6a2372496ebc32cc0d8ab3b346_28)] | | | [removed: [9](#i533e607b85bb4e56aa03828529f92e3f_31)] [added: [9](#i1c425f6a2372496ebc32cc0d8ab3b346_28)] | | |
| | | | [Gas & NGL Marketing [removed: Services](#i533e607b85bb4e56aa03828529f92e3f_2638)] [added: Services](#i1c425f6a2372496ebc32cc0d8ab3b346_37)] | | | [removed: [16](#i533e607b85bb4e56aa03828529f92e3f_2638)] [added: [17](#i1c425f6a2372496ebc32cc0d8ab3b346_37)] | | |
| | | | [Regulatory [removed: Matters](#i533e607b85bb4e56aa03828529f92e3f_46)] [added: Matters](#i1c425f6a2372496ebc32cc0d8ab3b346_43)] | | | [removed: [16](#i533e607b85bb4e56aa03828529f92e3f_46)] [added: [18](#i1c425f6a2372496ebc32cc0d8ab3b346_43)] | | |
| | | | [Environmental [removed: Matters](#i533e607b85bb4e56aa03828529f92e3f_49)] [added: Matters](#i1c425f6a2372496ebc32cc0d8ab3b346_46)] | | | [removed: [19](#i533e607b85bb4e56aa03828529f92e3f_49)] [added: [22](#i1c425f6a2372496ebc32cc0d8ab3b346_46)] | | |
| | | | [Human Capital [removed: Resources](#i533e607b85bb4e56aa03828529f92e3f_55)] [added: Resources](#i1c425f6a2372496ebc32cc0d8ab3b346_52)] | | | [removed: [21](#i533e607b85bb4e56aa03828529f92e3f_55)] [added: [23](#i1c425f6a2372496ebc32cc0d8ab3b346_52)] | | |
| | | | [Website Access to Reports and Other [removed: Information](#i533e607b85bb4e56aa03828529f92e3f_58)] [added: Information](#i1c425f6a2372496ebc32cc0d8ab3b346_55)] | | | [removed: [23](#i533e607b85bb4e56aa03828529f92e3f_58)] [added: [25](#i1c425f6a2372496ebc32cc0d8ab3b346_55)] | | |
| Item 1A. | | | [Risk [removed: Factors](#i533e607b85bb4e56aa03828529f92e3f_61)] [added: Factors](#i1c425f6a2372496ebc32cc0d8ab3b346_58)] | | | [removed: [24](#i533e607b85bb4e56aa03828529f92e3f_61)] [added: [26](#i1c425f6a2372496ebc32cc0d8ab3b346_58)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#i533e607b85bb4e56aa03828529f92e3f_64)] [added: Comments](#i1c425f6a2372496ebc32cc0d8ab3b346_61)] | | | [removed: [39](#i533e607b85bb4e56aa03828529f92e3f_64)] [added: [40](#i1c425f6a2372496ebc32cc0d8ab3b346_61)] | | |
| Item 2. | | | [removed: [Properties](#i533e607b85bb4e56aa03828529f92e3f_67)] [added: [Properties](#i1c425f6a2372496ebc32cc0d8ab3b346_64)] | | | [removed: [39](#i533e607b85bb4e56aa03828529f92e3f_67)] [added: [40](#i1c425f6a2372496ebc32cc0d8ab3b346_64)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#i533e607b85bb4e56aa03828529f92e3f_70)] [added: Proceedings](#i1c425f6a2372496ebc32cc0d8ab3b346_67)] | | | [removed: [39](#i533e607b85bb4e56aa03828529f92e3f_70)] [added: [41](#i1c425f6a2372496ebc32cc0d8ab3b346_67)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#i533e607b85bb4e56aa03828529f92e3f_73)] [added: Disclosures](#i1c425f6a2372496ebc32cc0d8ab3b346_70)] | | | [removed: [39](#i533e607b85bb4e56aa03828529f92e3f_73)] [added: [41](#i1c425f6a2372496ebc32cc0d8ab3b346_70)] | | |
| | | | [Information About Our Executive [removed: Officers](#i533e607b85bb4e56aa03828529f92e3f_76)] [added: Officers](#i1c425f6a2372496ebc32cc0d8ab3b346_73)] | | | [removed: [40](#i533e607b85bb4e56aa03828529f92e3f_76)] [added: [42](#i1c425f6a2372496ebc32cc0d8ab3b346_73)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i533e607b85bb4e56aa03828529f92e3f_82)] [added: Securities](#i1c425f6a2372496ebc32cc0d8ab3b346_79)] | | | [removed: [42](#i533e607b85bb4e56aa03828529f92e3f_82)] [added: [44](#i1c425f6a2372496ebc32cc0d8ab3b346_79)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i533e607b85bb4e56aa03828529f92e3f_91)] [added: Operations](#i1c425f6a2372496ebc32cc0d8ab3b346_85)] | | | [removed: [43](#i533e607b85bb4e56aa03828529f92e3f_94)] [added: [46](#i1c425f6a2372496ebc32cc0d8ab3b346_85)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i533e607b85bb4e56aa03828529f92e3f_139)] [added: Risk](#i1c425f6a2372496ebc32cc0d8ab3b346_127)] | | | [removed: [64](#i533e607b85bb4e56aa03828529f92e3f_139)] [added: [69](#i1c425f6a2372496ebc32cc0d8ab3b346_127)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i533e607b85bb4e56aa03828529f92e3f_142)] [added: Data](#i1c425f6a2372496ebc32cc0d8ab3b346_130)] | | | [removed: [66](#i533e607b85bb4e56aa03828529f92e3f_142)] [added: [72](#i1c425f6a2372496ebc32cc0d8ab3b346_130)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i533e607b85bb4e56aa03828529f92e3f_271)] [added: Disclosure](#i1c425f6a2372496ebc32cc0d8ab3b346_262)] | | | [removed: [134](#i533e607b85bb4e56aa03828529f92e3f_271)] [added: [137](#i1c425f6a2372496ebc32cc0d8ab3b346_262)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#i533e607b85bb4e56aa03828529f92e3f_274)] [added: Procedures](#i1c425f6a2372496ebc32cc0d8ab3b346_265)] | | | [removed: [134](#i533e607b85bb4e56aa03828529f92e3f_274)] [added: [137](#i1c425f6a2372496ebc32cc0d8ab3b346_265)] | | |
| Item 9B. | | | [Other [removed: Information](#i533e607b85bb4e56aa03828529f92e3f_277)] [added: Information](#i1c425f6a2372496ebc32cc0d8ab3b346_268)] | | | [removed: [138](#i533e607b85bb4e56aa03828529f92e3f_277)] [added: [140](#i1c425f6a2372496ebc32cc0d8ab3b346_268)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i533e607b85bb4e56aa03828529f92e3f_2706)] [added: Inspections](#i1c425f6a2372496ebc32cc0d8ab3b346_271)] | | | [removed: [138](#i533e607b85bb4e56aa03828529f92e3f_2706)] [added: [140](#i1c425f6a2372496ebc32cc0d8ab3b346_271)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i533e607b85bb4e56aa03828529f92e3f_283)] [added: Governance](#i1c425f6a2372496ebc32cc0d8ab3b346_277)] | | | [removed: [138](#i533e607b85bb4e56aa03828529f92e3f_283)] [added: [140](#i1c425f6a2372496ebc32cc0d8ab3b346_277)] | | |
| Item 11. | | | [Executive [removed: Compensation](#i533e607b85bb4e56aa03828529f92e3f_286)] [added: Compensation](#i1c425f6a2372496ebc32cc0d8ab3b346_280)] | | | [removed: [138](#i533e607b85bb4e56aa03828529f92e3f_286)] [added: [140](#i1c425f6a2372496ebc32cc0d8ab3b346_280)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i533e607b85bb4e56aa03828529f92e3f_289)] [added: Matters](#i1c425f6a2372496ebc32cc0d8ab3b346_283)] | | | [removed: [138](#i533e607b85bb4e56aa03828529f92e3f_289)] [added: [140](#i1c425f6a2372496ebc32cc0d8ab3b346_283)] | | |
| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i533e607b85bb4e56aa03828529f92e3f_292)] [added: Independence](#i1c425f6a2372496ebc32cc0d8ab3b346_286)] | | | [removed: [139](#i533e607b85bb4e56aa03828529f92e3f_292)] [added: [141](#i1c425f6a2372496ebc32cc0d8ab3b346_286)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i533e607b85bb4e56aa03828529f92e3f_295)] [added: Services](#i1c425f6a2372496ebc32cc0d8ab3b346_289)] | | | [removed: [139](#i533e607b85bb4e56aa03828529f92e3f_295)] [added: [141](#i1c425f6a2372496ebc32cc0d8ab3b346_289)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i533e607b85bb4e56aa03828529f92e3f_301)] [added: Schedules](#i1c425f6a2372496ebc32cc0d8ab3b346_295)] | | | [removed: [140](#i533e607b85bb4e56aa03828529f92e3f_301)] [added: [142](#i1c425f6a2372496ebc32cc0d8ab3b346_295)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#i533e607b85bb4e56aa03828529f92e3f_304)] [added: Summary](#i1c425f6a2372496ebc32cc0d8ab3b346_298)] | | | [removed: [149](#i533e607b85bb4e56aa03828529f92e3f_304)] [added: [150](#i1c425f6a2372496ebc32cc0d8ab3b346_298)] | | |
[removed: *Barrel*:] [added: *Barrel or Bbl*:] One barrel of petroleum products that equals 42 U.S. gallons
[removed: Partially Owned] [added: Nonconsolidated] Entities: Entities in which we do not own a 100 percent ownership interest and which, as of December 31, [removed: 2021,] [added: 2022,] we account for as equity-method investments, including principally the following:
800-945-5426 (800-WILLIAMS)
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| | | | [General](#i1c425f6a2372496ebc32cc0d8ab3b346_19) | | | [5](#i1c425f6a2372496ebc32cc0d8ab3b346_19) | | |
| | | | [Northeast G&P](#i1c425f6a2372496ebc32cc0d8ab3b346_31) | | | [13](#i1c425f6a2372496ebc32cc0d8ab3b346_31) | | |
| | | | [West](#i1c425f6a2372496ebc32cc0d8ab3b346_34) | | | [15](#i1c425f6a2372496ebc32cc0d8ab3b346_34) | | |
| | | | [Other](#i1c425f6a2372496ebc32cc0d8ab3b346_40) | | | [18](#i1c425f6a2372496ebc32cc0d8ab3b346_40) | | |
| | | | [Competition](#i1c425f6a2372496ebc32cc0d8ab3b346_49) | | | [22](#i1c425f6a2372496ebc32cc0d8ab3b346_49) | | |
| | | | [Reports of Independent Registered Public Accounting Firms](#i1c425f6a2372496ebc32cc0d8ab3b346_133) | | | [72](#i1c425f6a2372496ebc32cc0d8ab3b346_133) | | |
| | | | [Consolidated Statement of Income](#i1c425f6a2372496ebc32cc0d8ab3b346_136) | | | [75](#i1c425f6a2372496ebc32cc0d8ab3b346_136) | | |
| | | | [Consolidated Statement of Comprehensive Income (Loss)](#i1c425f6a2372496ebc32cc0d8ab3b346_139) | | | [76](#i1c425f6a2372496ebc32cc0d8ab3b346_139) | | |
| | | | [Consolidated Balance Sheet](#i1c425f6a2372496ebc32cc0d8ab3b346_142) | | | [77](#i1c425f6a2372496ebc32cc0d8ab3b346_142) | | |
| | | | [Consolidated Statement of Changes in Equity](#i1c425f6a2372496ebc32cc0d8ab3b346_145) | | | [78](#i1c425f6a2372496ebc32cc0d8ab3b346_145) | | |
| | | | [Consolidated Statement of Cash Flows](#i1c425f6a2372496ebc32cc0d8ab3b346_148) | | | [79](#i1c425f6a2372496ebc32cc0d8ab3b346_148) | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | PART II (continued) | | | | | |
| | | | [Notes to Consolidated Financial Statements](#i1c425f6a2372496ebc32cc0d8ab3b346_151) | | | [80](#i1c425f6a2372496ebc32cc0d8ab3b346_151) | | |
| | | | [Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies](#i1c425f6a2372496ebc32cc0d8ab3b346_157) | | | [80](#i1c425f6a2372496ebc32cc0d8ab3b346_157) | | |
| | | | [Note 2 – Variable Interest Entities](#i1c425f6a2372496ebc32cc0d8ab3b346_160) | | | [92](#i1c425f6a2372496ebc32cc0d8ab3b346_160) | | |
| | | | [Note 3 – Acquisitions](#i1c425f6a2372496ebc32cc0d8ab3b346_163) | | | [94](#i1c425f6a2372496ebc32cc0d8ab3b346_163) | | |
| | | | [Note 4 – Related Party Transactions](#i1c425f6a2372496ebc32cc0d8ab3b346_2667) | | | [98](#i1c425f6a2372496ebc32cc0d8ab3b346_2667) | | |
| | | | [Note 5 – Revenue Recognition](#i1c425f6a2372496ebc32cc0d8ab3b346_169) | | | [99](#i1c425f6a2372496ebc32cc0d8ab3b346_169) | | |
| | | | [Note 6 – Provision (Benefit) for Income Taxes](#i1c425f6a2372496ebc32cc0d8ab3b346_178) | | | [102](#i1c425f6a2372496ebc32cc0d8ab3b346_178) | | |
| | | | [Note 7 – Employee Benefit Plans](#i1c425f6a2372496ebc32cc0d8ab3b346_184) | | | [104](#i1c425f6a2372496ebc32cc0d8ab3b346_184) | | |
| | | | [Note 8 – Investing Activities](#i1c425f6a2372496ebc32cc0d8ab3b346_205) | | | [109](#i1c425f6a2372496ebc32cc0d8ab3b346_205) | | |
| | | | [Note 9 – Property, Plant, and Equipment](#i1c425f6a2372496ebc32cc0d8ab3b346_208) | | | [111](#i1c425f6a2372496ebc32cc0d8ab3b346_208) | | |
| | | | [Note 10 – Intangible Assets](#i1c425f6a2372496ebc32cc0d8ab3b346_211) | | | [113](#i1c425f6a2372496ebc32cc0d8ab3b346_211) | | |
| | | | [Note 11 – Accrued and Other Current Liabilities](#i1c425f6a2372496ebc32cc0d8ab3b346_214) | | | [114](#i1c425f6a2372496ebc32cc0d8ab3b346_214) | | |
| | | | [Note 12 – Debt and Banking Arrangements](#i1c425f6a2372496ebc32cc0d8ab3b346_217) | | | [115](#i1c425f6a2372496ebc32cc0d8ab3b346_217) | | |
| | | | [Note 13 – Leases](#i1c425f6a2372496ebc32cc0d8ab3b346_220) | | | [119](#i1c425f6a2372496ebc32cc0d8ab3b346_220) | | |
| | | | [Note 14 – Equity-Based Compensation](#i1c425f6a2372496ebc32cc0d8ab3b346_226) | | | [119](#i1c425f6a2372496ebc32cc0d8ab3b346_226) | | |
| | | | [Note 15 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk](#i1c425f6a2372496ebc32cc0d8ab3b346_229) | | | [121](#i1c425f6a2372496ebc32cc0d8ab3b346_229) | | |
| | | | [Note 16 – Derivatives](#i1c425f6a2372496ebc32cc0d8ab3b346_232) | | | [126](#i1c425f6a2372496ebc32cc0d8ab3b346_232) | | |
| | | | [Note 17 – Contingent Liabilities and Commitments](#i1c425f6a2372496ebc32cc0d8ab3b346_235) | | | [127](#i1c425f6a2372496ebc32cc0d8ab3b346_235) | | |
| | | | [Note 18 – Segment Disclosures](#i1c425f6a2372496ebc32cc0d8ab3b346_238) | | | [131](#i1c425f6a2372496ebc32cc0d8ab3b346_238) | | |
| | | | [Note 19 – Subsequent Events](#i1c425f6a2372496ebc32cc0d8ab3b346_241) | | | [135](#i1c425f6a2372496ebc32cc0d8ab3b346_241) | | |
| | | | [Schedule II – Valuation and Qualifying Accounts](#i1c425f6a2372496ebc32cc0d8ab3b346_259) | | | [136](#i1c425f6a2372496ebc32cc0d8ab3b346_259) | | |
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918-573-2000
| | | | [General](#i533e607b85bb4e56aa03828529f92e3f_19) | | | [4](#i533e607b85bb4e56aa03828529f92e3f_19) | | |
| | | | [Northeast G&P](#i533e607b85bb4e56aa03828529f92e3f_34) | | | [12](#i533e607b85bb4e56aa03828529f92e3f_34) | | |
| | | | [West](#i533e607b85bb4e56aa03828529f92e3f_37) | | | [14](#i533e607b85bb4e56aa03828529f92e3f_37) | | |
| | | | [Other](#i533e607b85bb4e56aa03828529f92e3f_40) | | | [16](#i533e607b85bb4e56aa03828529f92e3f_40) | | |
| | | | [Competition](#i533e607b85bb4e56aa03828529f92e3f_52) | | | [20](#i533e607b85bb4e56aa03828529f92e3f_52) | | |
*Tbtu*: One trillion British thermal units
Consolidated Entities:
*BRMH:* Blue Racer Midstream Holdings, LLC (previously named Caiman Energy II, LLC) a former equity-method investment, which is a consolidated entity following our acquisition of a controlling interest 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
*UEOM:* Utica East Ohio Midstream LLC
*Constitution:* Constitution Pipeline Company, LLC
*Jackalope:* Jackalope Gas Gathering Services, L.L.C., which was sold in April 2019
An excerpt. Shown here: all 37 rewritten, 40 of 47 added and all 12 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2022 filing and the FY2021 filing.
Item 4. Mine Safety Disclosures
15 rewritten, 4 added, 1 removed, 29 unchanged
The name, title, age, period of service, and recent business experience of each of our executive officers as of February [removed: 28, 2022,] [added: 27, 2023,] are listed below.
| Alan S. Armstrong | | | | | | [removed: 59] [added: 60] | | | | | | 2011 to present | | | | | | Director, Chief Executive Officer, and President, The Williams Companies, Inc. | | |
| [removed: Walter J. Bennett] [added: Senior Vice President Gathering & Processing] | | | | | | [removed: 52] | | | | | | 2020 to [removed: present] [added: 2021] | | | | | | [removed: Senior] Vice President [removed: Gathering & Processing,] [added: Strategic Development,] The Williams Companies, Inc. | | |
| [removed: Senior Vice President Gathering & Processing] [added: Larry C. Larsen] | | | | | | [added: 48] | | | | | | [removed: 2015] [added: 2022] to [removed: 2019] [added: present] | | | | | | Senior Vice President [removed: – West,] [added: Gathering & Processing,] The Williams Companies, Inc. | | |
| | | | | | | | | | | | | [removed: 2013] [added: 2017] to 2018 | | | | | | [removed: Senior Vice President – West] [added: Director] of the general partner, Williams Partners L.P. | | |
| Debbie Cowan | | | | | | [removed: 44] [added: 45] | | | | | | 2018 to present | | | | | | Senior Vice President and Chief Human Resources Officer, The Williams Companies, Inc. | | |
| Micheal G. Dunn | | | | | | [removed: 56] [added: 57] | | | | | | 2017 to present | | | | | | Executive Vice President and Chief Operating Officer, The Williams Companies, Inc. | | |
| Scott A. Hallam | | | | | | [removed: 45] [added: 46] | | | | | | 2020 to present | | | | | | Senior Vice President Transmission & Gulf of Mexico, The Williams Companies, Inc. | | |
| Mary A. Hausman | | | | | | [removed: 50] [added: 51] | | | | | | 2022 to present | | | | | | Vice President, Chief Accounting Officer and Controller, The Williams Companies, Inc. | | |
| John D. Porter | | | | | | [removed: 52] [added: 53] | | | | | | 2022 to present | | | | | | Senior Vice President and Chief Financial Officer, The Williams Companies, Inc. | | |
| | | | | | | | | | | | | 2013 to 2017 | | | | | | Director of Investor Relations & Enterprise [removed: Planning] [added: Planning, The Williams Companies, Inc.] | | |
| Chad A. Teply | | | | | | [removed: 50] [added: 51] | | | | | | 2020 to present | | | | | | Senior Vice President – Project Execution, The Williams Companies, Inc. | | |
| T. Lane Wilson | | | | | | [removed: 55] [added: 56] | | | | | | 2017 to present | | | | | | Senior Vice President and General Counsel, The Williams Companies, Inc. | | |
| Chad J. Zamarin | | | | | | [removed: 45] [added: 46] | | | | | | [removed: 2017] [added: 2023] to present | | | | | | [removed: Senior] [added: Executive] Vice President [removed: –] [added: of] Corporate Strategic Development, The Williams Companies, Inc. | | |
| [removed: Senior] [added: Executive] Vice President [removed: –] [added: of] Corporate Strategic Development | | | | | | | | | | | | 2017 to [removed: 2018] [added: 2023] | | | | | | [removed: Director of the general partner,] [added: Senior Vice President – Corporate Strategic Development, The] Williams [removed: Partners L.P.] [added: Companies, Inc.] | | |
| | | | | | | | | | | | | 2019 to 2020 | | | | | | Vice President Rocky Mountain Midstream, The Williams Companies, Inc. | | |
| | | | | | | | | | | | | 2018 to 2019 | | | | | | Vice President GM Rocky Mountain Midstream, The Williams Companies, Inc. | | |
| | | | | | | | | | | | | 2017 to 2018 | | | | | | Vice President Central Services, The Williams Companies, Inc. | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | 2017 | | | | | | Director of the general partner, Williams Partners L.P. | | |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
6 rewritten, 16 added, 9 removed, 6 unchanged
Our common stock is listed on the New York Stock Exchange under the symbol “WMB.” At the close of business on February [removed: 18, 2022,] [added: 17, 2023,] we had [removed: 6,175] [added: 6,013] holders of record of our common stock.
[removed: Repurchases may be made] [added: We intend to purchase shares of our stock] from time to time in [removed: the] open [removed: market, by] [added: market transactions,] block purchases, [removed: in] privately negotiated [added: or structured] transactions, or in such other manner as determined [removed: by] [added: at] our [removed: management.][added: discretion, subject to market conditions and other factors.]
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: 2017.][added: 2018.]
The Bloomberg Americas Pipelines Index is composed of Enbridge Inc., TC Energy Corporation, Kinder Morgan, Inc., ONEOK, Inc., Cheniere Energy, Inc., Pembina Pipeline Corporation, Targa Resources Corp., [removed: Hess Midstream LP,] [added: New Fortress Energy Inc.,] and Williams.
[removed: ][added: ]
| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ISSUER PURCHASES OF EQUITY SECURITIES | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | | | | | (a) Total Number of Shares Purchased | | | | | | (b) Average Price Paid Per Share | | | | | | (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | | | | | | (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | | |
| October 1 - October 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,491,248,057 | |
| November 1 - November 30, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,491,248,057 | |
| December 1 - December 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,491,248,057 | |
| Total | | | | | | — | | | | | | | | | | | | — | | | | | | | | |
(1)We announced a stock repurchase program on September 8, 2021.
Our board of directors has authorized the repurchase of up to $1.5 billion of the company’s common stock.
The stock repurchase program has no expiration date.
| The Williams Companies, Inc. | | | 100.0 | | | | | | 74.5 | | | | | | 85.1 | | | | | | 78.7 | | | | | | 108.9 | | | | | | 144.8 | | |
| S&P 500 Index | | | 100.0 | | | | | | 94.8 | | | | | | 124.7 | | | | | | 147.6 | | | | | | 189.9 | | | | | | 155.5 | | |
| Bloomberg Americas Pipelines Index | | | 100.0 | | | | | | 83.8 | | | | | | 113.4 | | | | | | 89.7 | | | | | | 120.3 | | | | | | 139.0 | | |
| Arca Natural Gas Index | | | 100.0 | | | | | | 66.4 | | | | | | 65.5 | | | | | | 56.7 | | | | | | 91.0 | | | | | | 116.5 | | |
In September 2021, our Board of Directors authorized a share repurchase program with a maximum dollar limit of $1.5 billion.
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 | | |
Item 8. Financial Statements and Supplementary Data
652 rewritten, 246 added, 305 removed, 1,436 unchanged
We have audited the accompanying consolidated balance sheet of The Williams Companies, Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.
We did not audit the 2020 [removed: 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 as of December 31, 2020, and the Company’s equity earnings in the net income of Gulfstream were $77 million in [removed: 2020 and $74 million in 2019.][added: 2020.]
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 Gulfstream for [removed: 2020 and 2019,] [added: 2020,] 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: 2021,] [added: 2022,] 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: 28, 2022] [added: 27, 2023] expressed an unqualified opinion thereon.
| *Description of the Matter* | | | | | | | | | At December 31, [removed: 2021,] [added: 2022,] the Company’s aggregate pension and other postretirement benefit obligations were [removed: $1,333] [added: $1,092] million and were exceeded by the fair value of pension and other postretirement plan assets of [removed: $1,623] [added: $1,370] million, resulting in overfunded pension and other postretirement benefit obligations of [removed: $290] [added: $278] million. As explained in Note [removed: 8] [added: 7] 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. | | | | | |
[removed: February 28, 2022][added: | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]
We have audited the [removed: statement of financial position of Gulfstream Natural Gas System, L.L.C. (the “Company”) as of December 31, 2020, and the related] statements of earnings, comprehensive income, changes in members’ equity and cash flows [added: of Gulfstream Natural Gas System, L.L.C. (the “Company”)] for [removed: each two years in] the [removed: period] [added: year] 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 [removed: financial position of the Company as of December 31, 2020, and the] results of [removed: its] operations and [removed: its] cash flows [removed: for each] of the [removed: two years in] [added: Company for] the [removed: period] [added: year] ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.
Our responsibility is to express an opinion on the Company’s financial statements based on our [removed: audits.][added: audit.]
We conducted our [removed: audits] [added: audit] of these financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.
Our [removed: audits] [added: audit] included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Our [removed: audits] [added: audit] also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our [removed: audits provide] [added: audit provides] a reasonable basis for our opinion.
| | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Service revenues | | | | | | $ | [removed: 6,001] [added: 6,536] | | | | | $ | [removed: 5,924] [added: 6,001] | | | | | $ | [removed: 5,933] [added: 5,924] | |
| Service revenues – commodity consideration | | | | | | [removed: 238] [added: 260] | | | | | | [removed: 129] [added: 238] | | | | | | [removed: 203] [added: 129] | | |
| Product sales | | | | | | [removed: 4,536] [added: 4,556] | | | | | | [removed: 1,671] [added: 4,536] | | | | | | [removed: 2,063] [added: 1,671] | | |
| Net gain (loss) on commodity derivatives | | | | | | [removed: (148)] [added: (387)] | | | | | | [removed: (5)] [added: (148)] | | | | | | [removed: 2] [added: (5)] | | |
| Total revenues | | | | | | [removed: 10,627] [added: 10,965] | | | | | | [removed: 7,719] [added: 10,627] | | | | | | [removed: 8,201] [added: 7,719] | | |
| Product costs | | | | | | [removed: 3,931] [added: 3,369] | | | | | | [removed: 1,545] [added: 3,931] | | | | | | [removed: 1,961] [added: 1,545] | | |
| [removed: Processing] [added: Net processing] commodity expenses | | | | | | [removed: 101] [added: 88] | | | | | | [removed: 68] [added: 101] | | | | | | [removed: 105] [added: 68] | | |
| Operating and maintenance expenses | | | | | | [removed: 1,548] [added: 1,817] | | | | | | [removed: 1,326] [added: 1,548] | | | | | | [removed: 1,468] [added: 1,326] | | |
| Depreciation and amortization expenses | | | | | | [removed: 1,842] [added: 2,009] | | | | | | [removed: 1,721] [added: 1,842] | | | | | | [removed: 1,714] [added: 1,721] | | |
| Selling, general, and administrative expenses | | | | | | [removed: 558] [added: 636] | | | | | | [removed: 466] [added: 558] | | | | | | [removed: 558] [added: 466] | | |
| Impairment of certain assets (Note [removed: 17)] [added: 15)] | | | | | | [removed: 2] [added: —] | | | | | | [removed: 182] [added: 2] | | | | | | [removed: 464] [added: 182] | | |
| Impairment of goodwill (Note [removed: 17)] [added: 15)] | | | | | | — | | | | | | [removed: 187] [added: —] | | | | | | [removed: —] [added: 187] | | |
| Other (income) expense – net | | | | | | [removed: 14] [added: 28] | | | | | | [removed: 22] [added: 14] | | | | | | [removed: 10] [added: 22] | | |
| Total costs and expenses | | | | | | [removed: 7,996] [added: 7,947] | | | | | | [removed: 5,517] [added: 7,996] | | | | | | [removed: 6,280] [added: 5,517] | | |
| Operating income (loss) | | | | | | [removed: 2,631] [added: 3,018] | | | | | | [removed: 2,202] [added: 2,631] | | | | | | [removed: 1,921] [added: 2,202] | | |
| Equity earnings (losses) (Note [removed: 9)] [added: 8)] | | | | | | [removed: 608] [added: 637] | | | | | | [removed: 328] [added: 608] | | | | | | [removed: 375] [added: 328] | | |
| Impairment of equity-method investments (Note [removed: 17)] [added: 15)] | | | | | | — | | | | | | [removed: (1,046)] [added: —] | | | | | | [removed: (186)] [added: (1,046)] | | |
| Other investing income (loss) – net [removed: (Note 9)] | | | | | | [removed: 7] [added: 16] | | | | | | [removed: 8] [added: 7] | | | | | | [removed: 107] [added: 8] | | |
| Interest incurred | | | | | | [removed: (1,190)] [added: (1,167)] | | | | | | [removed: (1,192)] [added: (1,190)] | | | | | | [removed: (1,218)] [added: (1,192)] | | |
| Interest capitalized | | | | | | [removed: 11] [added: 20] | | | | | | [removed: 20] [added: 11] | | | | | | [removed: 32] [added: 20] | | |
| Other income (expense) – net | | | | | | [removed: 6] [added: 18] | | | | | | [removed: (43)] [added: 6] | | | | | | [removed: 33] [added: (43)] | | |
| Income (loss) [removed: from continuing operations] before income taxes | | | | | | [removed: 2,073] [added: 2,542] | | | | | | [removed: 277] [added: 2,073] | | | | | | [removed: 1,064] [added: 277] | | |
| Less: Provision (benefit) for income taxes | | | | | | [removed: 511] [added: 425] | | | | | | [removed: 79] [added: 511] | | | | | | [removed: 335] [added: 79] | | |
| [removed: Income] [added: Net income] (loss) [removed: from continuing operations] | | | | | | [removed: 1,562] [added: 2,117] | | | | | | [removed: 198] [added: 1,562] | | | | | | [removed: 729] [added: 198] | | |
February 27, 2023
| Accrued and other current liabilities | | | | | | 1,270 | | | | | | 1,035 | | |
| Commercial paper | | | | | | 350 | | | | | | — | | |
| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 2,049 | | | | | | — | | | | | | — | | | | | | 2,049 | | | | | | 68 | | | | | | 2,117 | | |
| Purchase of treasury stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9) | | | | | | (9) | | | | | | — | | | | | | (9) | | |
| Balance at December 31, 2022 | | | $ | 35 | | | | | $ | 1,253 | | | | | $ | 24,542 | | | | | $ | (13,271) | | | | | $ | (24) | | | | | $ | (1,050) | | | | | $ | 11,485 | | | | | $ | 2,560 | | | | | $ | 14,045 | |
| Distributions from equity-method investees (Note 8) | | | | | | 865 | | | | | | 757 | | | | | | 653 | | |
| Impairment of certain assets (Note 15) | | | | | | — | | | | | | 2 | | | | | | 182 | | |
| Inventory write-downs | | | | | | 161 | | | | | | 15 | | | | | | 17 | | |
| Inventories | | | | | | (110) | | | | | | (139) | | | | | | (28) | | |
| Accrued and other current liabilities | | | | | | 209 | | | | | | 58 | | | | | | (309) | | |
| Proceeds from (payments of) commercial paper – net | | | | | | 345 | | | | | | — | | | | | | — | | |
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Transmission & Gulf of Mexico also includes natural gas storage facilities and pipelines providing services in north Texas.
This segment also includes our NGL storage facilities, an undivided 50
Gas & NGL Marketing Services is comprised of our NGL and natural gas marketing and trading operations, which includes risk management and transactions related to the storage and transportation of natural gas and natural gas liquids (NGLs) on strategically positioned assets.
investment (cash inflows from investing activities) based on the nature of the activities of the equity-method investee that generated the distribution.
The
Firm transportation and storage agreements provide for a daily or monthly reservation charge based on the pipeline or storage capacity reserved, and a commodity charge
Commodity-based exchange-traded futures
Prior to the 2022 integration of our legacy gas marketing operations with the acquired Sequent Acquisition operations (see Note 3 – Acquisitions), our legacy gas marketing operations were reported on a gross basis.
We purchase natural gas for storage when the current market price paid
Net gains and losses on derivatives for shrink gas purchases for processing plants are reported in *Net processing commodity expenses* in our Consolidated Statement of Income.
If a derivative ceases to be or is no longer expected to be highly effective, or if we believe
Financial assets from our natural gas transmission and storage business, gathering, processing and transportation business, marketing
Any lower of cost or net realizable value adjustments are included in *Product sales* (for natural gas marketing inventory as these sales are presented net of the related costs) or in *Product costs* for NGL inventory.
Gains or losses from the ordinary sale or retirement of property,
market projections for the asset classes in which the portfolio is invested, as well as the weighting of each asset class.
The unrecognized net actuarial losses deferred in AOCI at December 31, 2022 and 2021 were $18 million and $30 million, respectively.
performed on our behalf.
| | | | 2022 | | | | | | 2021 | | |
We own a 15 percent interest in Brazos Permian II, which provides gathering and processing services in the Delaware basin and is a VIE due primarily to our limited participating rights as the minority equity holder.
At December 31, 2022, the carrying value of our investment in Brazos Permian II was $16 million.
Our maximum exposure to loss is limited to the carrying value of our investment.
Trace Acquisition
On April 29, 2022, we closed on the acquisition of 100 percent of Gemini Arklatex, LLC through which we acquired the Haynesville Shale region gas gathering and related assets of Trace Midstream (Trace) for $972 million of cash funded with cash on hand and proceeds from issuance of commercial paper (Trace Acquisition).
The purpose of the Trace Acquisition was to expand our footprint into the east Texas area of the Haynesville Shale region, increasing in-basin scale in one of the largest growth basins in the country.
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| Income (loss) from discontinued operations | | | | | | — | | | | | | — | | | | | | (15) | | |
| Amounts attributable to The Williams Companies, Inc. available to common stockholders: | | | | | | | | | | | | | | | | | | | | |
| Income (loss) from continuing operations | | | | | | $ | 1,514 | | | | | $ | 208 | | | | | $ | 862 | |
| Net income (loss) | | | | | | $ | 1,514 | | | | | $ | 208 | | | | | $ | 847 | |
| Income (loss) from continuing operations | | | | | | $ | 1.25 | | | | | $ | .17 | | | | | $ | .71 | |
| Income (loss) from discontinued operations | | | | | | — | | | | | | — | | | | | | (.01) | | |
| Income (loss) from continuing operations | | | | | | $ | 1.24 | | | | | $ | .17 | | | | | $ | .71 | |
| Accrued liabilities | | | | | | 1,201 | | | | | | 944 | | |
| Balance at December 31, 2018 | | | $ | 35 | | | | | $ | 1,245 | | | | | $ | 24,693 | | | | | $ | (10,002) | | | | | $ | (270) | | | | | $ | (1,041) | | | | | $ | 14,660 | | | | | $ | 1,337 | | | | | $ | 15,997 | |
| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 850 | | | | | | — | | | | | | — | | | | | | 850 | | | | | | (136) | | | | | | 714 | | |
| Changes in ownership of consolidated subsidiaries, net | | | — | | | | | | — | | | | | | (426) | | | | | | — | | | | | | — | | | | | | — | | | | | | (426) | | | | | | 567 | | | | | | 141 | | |
| Deconsolidation of subsidiary (Note 9) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (13) | | | | | | (13) | | |
| Purchase of partial interest in consolidated subsidiary (Note 9) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | | | | | (3) | | |
| Distributions from unconsolidated affiliates | | | | | | 757 | | | | | | 653 | | | | | | 657 | | |
| (Gain) loss on deconsolidation of businesses (Note 9) | | | | | | — | | | | | | — | | | | | | 29 | | |
| Accrued liabilities | | | | | | 58 | | | | | | (309) | | | | | | 153 | | |
| Proceeds from sale of partial interest in consolidated subsidiary (Note 3) | | | | | | — | | | | | | — | | | | | | 1,334 | | |
| Proceeds from dispositions of equity-method investments (Note 9) | | | | | | 1 | | | | | | — | | | | | | 485 | | |
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| Notes to Consolidated Financial Statements – (Continued) | | | | | | | | |
power generators, and producers, and moves gas to markets through transportation and storage agreements on strategically positioned assets, including our Transco system.
The components of our regulatory assets and liabilities relate to the effects of deferred taxes on equity funds used during
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agreements include such provisions.
Additionally, certain contracts in our midstream
Given that most inventory is sold in the same period that it is generated, the impact of these transactions is expected to have little impact to operating income.
as discussed above in the Service Revenues - Midstream businesses section.
*Employee stock-based awards*
associated pipelines that provide production handling and gathering services in the eastern deepwater Gulf of Mexico.
| *Inventories* | | | 3 | | | | | | — | | |
We own a 20 percent interest in Targa Train 7, which provides fractionation services at Mt.
Operations acquired in the Sequent Acquisition focus 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, as well as moving gas to markets through transportation and storage agreements on strategically positioned assets, including our Transco system.
The purpose of the Sequent Acquisition was to expand our natural
Pro forma revenues and earnings as if the Sequent Acquisition had been completed on January 1, 2020, are not materially different from our historical results for the years ended December 31, 2021 and 2020.
Preliminary fair value measurements were made for certain acquired assets and liabilities, primarily intangible assets; however, adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as new information related to facts and circumstances as of the acquisition date may be identified.
The inventory acquired relates to natural gas in underground storage.
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An excerpt. Shown here: 40 of 652 rewritten, 40 of 246 added and 40 of 305 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2022 filing and the FY2021 filing.
Item 9A. Controls and Procedures
11 rewritten, 1 added, 9 removed, 36 unchanged
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 [removed: Securities] Exchange [removed: Act of 1934, as amended)] [added: Act)] (Disclosure Controls) or our internal control over financial reporting (Internal Controls) will prevent all errors and all fraud.
These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple [removed: error] [added: errors] or [removed: mistake.][added: mistakes.]
[removed: Other than as set forth above, there] [added: There] have been no changes during the fourth quarter of [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our Internal Control over Financial Reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a - 15(f) and 15d - 15(f) under the [removed: Securities] Exchange [removed: Act of 1934).][added: Act).]
Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors [added: 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 [removed: as of] [added: at] December 31, [removed: 2021,] [added: 2022,] 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, [removed: which excluded Sequent’s internal control over financial reporting as previously discussed,] we concluded that, [removed: as of] [added: at] December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and the financial statement schedule listed in the index at Item 15(a) and our report dated February [removed: 28, 2022] [added: 27, 2023] 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 [added: 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 27, 2023
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.
regarding the preparation and fair presentation of financial statements in accordance with accounting principles generally accepted in the United States.
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
Item 10. Directors, Executive Officers and Corporate Governance
2 rewritten, 0 added, 0 removed, 3 unchanged
The information regarding our directors and nominees for director required by Item 401 of Regulation S-K will be presented under the heading “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: 26, 2022,] [added: 25, 2023,] which shall be filed no later than March [removed: 17, 2022] [added: 16, 2023] (Proxy Statement), which information is incorporated by reference herein.
Our [removed: Code of Business Conduct, together with our] Corporate Governance Guidelines, the charters for each of our board committees, and our Code of Business Conduct applicable to all employees, including our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, or persons performing similar functions, are available on our Internet website at *www.williams.com.* We will provide, free of charge, a copy of our Code of Business Conduct or any of our other corporate documents listed above upon written request to our Corporate Secretary at Williams, One Williams Center, Suite 4700, Tulsa, Oklahoma 74172.
Item 11. Executive Compensation
2 rewritten, 0 added, 0 removed, 0 unchanged
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 [added: Tables] and Other Information,” “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.
Notwithstanding the foregoing, the information provided under the heading “Compensation and Management Development Committee Report on Executive Compensation” in our Proxy Statement is furnished and shall not be deemed to be filed for purposes of Section 18 of the [removed: Securities] Exchange [removed: Act of 1934, as amended,] [added: Act,] is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities [removed: Act of 1933, as amended.][added: Act.]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
2 rewritten, 0 added, 0 removed, 0 unchanged
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 [added: Item 403 of Regulation S-K will be presented under the headings “Equity Compensation Stock Plans” and “Security]
[removed: 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.
Item 15. Exhibits and Financial Statement Schedules
63 rewritten, 0 added, 7 removed, 177 unchanged
| [Consolidated statement of income for each year in the three-year period ended December 31, [removed: 2021](#i533e607b85bb4e56aa03828529f92e3f_145)] [added: 2022](#i1c425f6a2372496ebc32cc0d8ab3b346_136)] | | | [removed: [69](#i533e607b85bb4e56aa03828529f92e3f_145)] [added: [75](#i1c425f6a2372496ebc32cc0d8ab3b346_136)] | | |
| [Consolidated statement of comprehensive income (loss) for each year in the three-year period ended December 31, [removed: 2021](#i533e607b85bb4e56aa03828529f92e3f_148)] [added: 2022](#i1c425f6a2372496ebc32cc0d8ab3b346_139)] | | | [removed: [70](#i533e607b85bb4e56aa03828529f92e3f_148)] [added: [76](#i1c425f6a2372496ebc32cc0d8ab3b346_139)] | | |
| [Consolidated balance sheet at December 31, [removed: 2021] [added: 2022] and [removed: 2020](#i533e607b85bb4e56aa03828529f92e3f_151)] [added: 2021](#i1c425f6a2372496ebc32cc0d8ab3b346_142)] | | | [removed: [71](#i533e607b85bb4e56aa03828529f92e3f_151)] [added: [77](#i1c425f6a2372496ebc32cc0d8ab3b346_142)] | | |
| [Consolidated statement of changes in equity for each year in the three-year period ended December 31, [removed: 2021](#i533e607b85bb4e56aa03828529f92e3f_154)] [added: 2022](#i1c425f6a2372496ebc32cc0d8ab3b346_145)] | | | [removed: [72](#i533e607b85bb4e56aa03828529f92e3f_154)] [added: [78](#i1c425f6a2372496ebc32cc0d8ab3b346_145)] | | |
| [Consolidated statement of cash flows for each year in the three-year period ended December 31, [removed: 2021](#i533e607b85bb4e56aa03828529f92e3f_157)] [added: 2022](#i1c425f6a2372496ebc32cc0d8ab3b346_148)] | | | [removed: [73](#i533e607b85bb4e56aa03828529f92e3f_157)] [added: [79](#i1c425f6a2372496ebc32cc0d8ab3b346_148)] | | |
| [Notes to consolidated financial [removed: statements](#i533e607b85bb4e56aa03828529f92e3f_160)] [added: statements](#i1c425f6a2372496ebc32cc0d8ab3b346_151)] | | | [removed: [74](#i533e607b85bb4e56aa03828529f92e3f_160)] [added: [80](#i1c425f6a2372496ebc32cc0d8ab3b346_151)] | | |
| Schedule for each year in the three-year period ended December 31, [removed: 2021] [added: 2022:] | | | | | |
| [II — Valuation and qualifying [removed: accounts](#i533e607b85bb4e56aa03828529f92e3f_268)] [added: accounts](#i1c425f6a2372496ebc32cc0d8ab3b346_259)] | | | [removed: [133](#i533e607b85bb4e56aa03828529f92e3f_268)] [added: [136](#i1c425f6a2372496ebc32cc0d8ab3b346_259)] | | |
| 3.4 | | | — | | | [removed: [By-laws](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm) [of] [added: [By-laws of] The Williams [removed: Co](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm)[mpanies,] [added: Companies,] Inc., as last [removed: 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 August 2, 2021 as] [added: amended effective](http://www.sec.gov/Archives/edgar/data/107263/000010726322000030/wmb_20220930xex34.htm) [October 25, 2022](http://www.sec.gov/Archives/edgar/data/107263/000010726322000030/wmb_20220930xex34.htm) [(filed on](http://www.sec.gov/Archives/edgar/data/107263/000010726322000030/wmb_20220930xex34.htm) [October 31, 2022,](http://www.sec.gov/Archives/edgar/data/107263/000010726322000030/wmb_20220930xex34.htm) [as] Exhibit [removed: 3.4](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm) [to] [added: 3.4 to] The Williams Companies [removed: 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 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] [added: Inc.’s quarterly report on](http://www.sec.gov/Archives/edgar/data/107263/000010726322000030/wmb_20220930xex34.htm) [](http://www.sec.gov/Archives/edgar/data/107263/000010726322000030/wmb_20220930xex34.htm)[Form 10-Q (File] No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726321000021/wmb_20210630xex34.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726322000030/wmb_20220930xex34.htm)] | | |
| 4.10 | | | — | | | [removed: [First] [added: [Second] Supplemental Indenture, dated [removed: December 18, 2012,] [added: as of June 24, 2014,] between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, [removed: N.A.] [added: N.A.,] as trustee (filed on [removed: December 20, 2012,] [added: June 24, 2014,] 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/107263/000119312512508695/d456994dex42.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312514247357/d748302dex41.htm)] | | |
| 4.11 | | | — | | | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of [removed: June 24, 2014,] [added: May 14, 2020,] between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on [removed: June 24, 2014,] [added: May 14, 2020,] as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312514247357/d748302dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312520142803/d907306dex41.htm)] | | |
| 4.12 | | | — | | | [removed: [Third] [added: [Fourth] Supplemental Indenture, dated as of [removed: May 14, 2020,] [added: March 2, 2021,] between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on [removed: May 14, 2020,] [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/107263/000119312520142803/d907306dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312521064614/d21296dex41.htm)] | | |
| 4.13 | | | — | | | [removed: [Fourth] [added: [Fifth] Supplemental Indenture, dated as of [removed: March 2,] [added: October 8,] 2021, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on [removed: March 2,] [added: October 8,] 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/107263/000119312521064614/d21296dex41.htm)] [added: reference)](http://www.sec.gov/Archives/edgar/data/107263/000119312521294940/d234775dex41.htm).] | | |
| 4.14 | | | — | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture, dated as of [removed: October] [added: August] 8, [removed: 2021,] [added: 2022,] between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on [removed: October] [added: August] 8, [removed: 2021,] [added: 2022,] as Exhibit [removed: 4.1] [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/107263/000119312521294940/d234775dex41.htm).] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312522214987/d385113dex41.htm)] | | |
| 4.19 | | | — | | | [removed: [Third] [added: [Fourth] Supplemental [removed: Indenture (including Form of 3.35% Senior Notes due 2022),] [added: Indenture,] dated as of [removed: August 14, 2012,] [added: November 15, 2013,] between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on [removed: August 14, 2012] [added: November 18, 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/1324518/000119312512355899/d395339dex41.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/1324518/000119312513445562/d630054dex41.htm)] | | |
| 4.20 | | | — | | | [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](http://www.sec.gov/Archives/edgar/data/1324518/000119312513445562/d630054dex41.htm)[.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)] | | |
| 4.21 | | | — | | | [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: 4.22] [added: 4.24] | | | — | | | [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: 4.23] [added: 4.22] | | | — | | | [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: 4.24] [added: 4.23] | | | — | | | [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) | | |
| 4.25 | | | — | | | [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)] | | |
| 4.26 | | | — | | | [removed: [Tenth] [added: [Eleventh] Supplemental Indenture, dated as of [removed: March 5,] [added: August 10,] 2018, between [added: The] Williams [removed: Partners L.P.] [added: Companies Inc.] and The Bank of New York Mellon Trust Company, [removed: N.A., as trustee] [added: N.A.] (filed on [removed: March 5,] [added: August 10,] 2018, 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/107263/000119312518246104/d599321dex41.htm)] | | |
| [removed: 4.27] [added: 4.33] | | | — | | | [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: 4.28] [added: 4.27] | | | — | | | [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: 4.29] [added: 4.28] | | | — | | | [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: 4.30] [added: 4.29] | | | — | | | [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: 4.31] [added: 4.30] | | | — | | | [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: 4.32] [added: 4.31] | | | — | | | [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: 4.33] [added: 4.32] | | | — | | | [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) | | |
| 4.34 | | | — | | | [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: 4.35] [added: 10.36] | | | — | | | [removed: [Indenture,] [added: [Amended and Restated Credit Agreement] dated as of [removed: May] [added: October] 8, [removed: 2020,] [added: 2021,] between [added: The Williams Companies, Inc., Northwest Pipeline LLC, and] Transcontinental Gas Pipe Line Company, [removed: LLC] [added: LLC, as borrowers, the lenders named therein,] and [removed: The Bank of New York Mellon Trust Company, N.A.,] [added: Wells Fargo Bank, National Association,] as [removed: trustee] [added: Administrative Agent] (filed on [removed: May] [added: October] 8, [removed: 2020,] [added: 2021,] 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)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm)] | | |
| [removed: 4.36*] [added: 4.35*] | | | — | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/107263/000010726322000007/wmb_20211231x10kxex436.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/107263/000010726323000007/wmb_20221231x10kxex435.htm)] | | |
| [removed: 10.12§] [added: 10.17§] | | | — | | | [Form of [removed: 2018] [added: 2019] Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May [removed: 3, 2018,] [added: 2, 2019,] as Exhibit 10.3 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726318000013/wmb_20180331xex103.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726319000014/wmb_20190331xex103.htm)] | | |
| [removed: 10.13§] [added: 10.20§] | | | — | | | [Form of [removed: 2018] [added: 2020] Performance-Based Restricted Stock Unit Agreement among [added: The] Williams [added: Companies, Inc.] and certain employees and officers (filed on May [removed: 3, 2018,] [added: 4, 2020,] as Exhibit [removed: 10.4] [added: 10.2] to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726318000013/wmb_20180331xex104.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726320000016/wmb20200331ex102.htm)] | | |
| [removed: 10.14§] [added: 10.12§] | | | — | | | [Form of 2018 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on May 3, 2018, as Exhibit 10.5 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726318000013/wmb_20180331xex105.htm) | | |
| [removed: 10.15§] [added: 10.13] | | | — | | | [Form of 2018 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on August 2, 2018, as Exhibit 10.2 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726318000024/wmb_20180630xex102.htm) | | |
| [removed: 10.16§] [added: 10.14§] | | | — | | | [Form [removed: of](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm) [Amended](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm) [2019] [added: of Amended 2019] Executive Performance-Based Restricted Stock Unit [removed: Agreement](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm) [between](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm) [](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm)[The](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm) [Williams](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm) [Companies](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm)[, Inc.](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm) [](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm)[and] [added: Agreement between The Williams Companies, Inc. and] certain employees and officers (filed [removed: on](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm) [November] [added: on November] 1, [removed: 2021](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm)[,] [added: 2021,] as Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm)[4](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm) [to] [added: 10.4 to] The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit104.htm) | | |
| [removed: 10.17§] [added: 10.15§] | | | — | | | [Amended Form of 2019 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 4, 2020, as Exhibit 10.1 to The Williams Companies Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726320000016/wmb20200331ex101.htm) | | |
| [removed: 10.18§] [added: 10.16§] | | | — | | | [Form of Amended [removed: 2019](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit103.htm) [](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit103.htm)[Performance-Based] [added: 2019 Performance-Based] Restricted Stock Unit Agreement between The Williams Companies, Inc. and certain employees and officers (filed on November 1, 2021, as Exhibit [removed: 10.](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit103.htm)[3](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit103.htm) [to] [added: 10.3 to] The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit103.htm) | | |
| 10.19§ | | | — | | | [Form of 2019 Time-Based Restricted Stock Unit Agreement among Williams and certain [removed: employees and officers] [added: non-management directors] (filed on May 2, 2019, as Exhibit [removed: 10.3] [added: 10.4] to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726319000014/wmb_20190331xex103.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726319000014/wmb_20190331xex104.htm)] | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Exhibit No. | | | | | | Description | | |
| 10.33§* | | | — | | | [Form of Performance-Based Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain employees and officers.](https://www.sec.gov/Archives/edgar/data/107263/000010726322000007/wmb_20211231x10kxex1033.htm) | | |
| 10.38§ | | | — | | | [The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm) [October 26](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm)[, 20](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm)[21](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm) [(filed on](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm) [Nov](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm)[ember 1, 2021](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm)[, as Exhibit 10.](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm)[9](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm) [to The Williams Companies, Inc.’s](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm) [qua](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm)[rterly](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm) [report on Form 10-](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm)[Q](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm) [(File No. 001-04174) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/107263/000010726321000027/exhibit109.htm) | | |
| 10.39 | | | — | | | [Amended and Restated](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm) [Credit Agreement dated as of](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm) [October 8, 2021](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm)[, between The Williams Companies, Inc., Northwest Pipeline LLC, and Transcontinental Gas Pipe Line Company, 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 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, 2021](http://www.sec.gov/Archives/edgar/data/107263/000119312521295637/d242480dex101.htm)[, 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/107263/000119312521295637/d242480dex101.htm) | | |
| 10.40 | | | — | | | [Form of Commercial Paper Dealer Agreement, dated as of August 10, 2018, between The Williams Companies, Inc., as Issuer, and the Dealer party thereto (filed on August 10, 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/107263/000119312518246104/d599321dex101.htm) | | |
An excerpt. Shown here: 40 of 63 rewritten, all 0 added and all 7 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2022 filing and the FY2021 filing.
Item 16. Form 10-K Summary
12 rewritten, 6 added, 6 removed, 45 unchanged
Date: February [removed: 28, 2022][added: 27, 2023]
| /s/ ALAN S. ARMSTRONG | | | | | | President, Chief Executive Officer and Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ JOHN D. PORTER | | | | | | Senior Vice President and Chief Financial Officer | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ MARY A. HAUSMAN | | | | | | Vice President, Chief Accounting Officer and Controller | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ STEPHEN W. BERGSTROM | | | | | | Chairman of the Board | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ MICHAEL A. CREEL | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ STACEY H. DORÉ | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ PETER A. RAGAUSS | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ ROSE M. ROBESON | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ SCOTT D. SHEFFIELD | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ MURRAY D. SMITH | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ WILLIAM H. SPENCE | | | | | | Director | | | | | | February [removed: 28, 2022] [added: 27, 2023] | | |
| /s/ CARRI LOCKHART | | | | | | Director | | | | | | February 27, 2023 | | |
| Carri Lockhart | | | | | | | | | | | | | | |
| /s/ RICHARD E. MUNCRIEF | | | | | | Director | | | | | | February 27, 2023 | | |
| Richard E. Muncrief | | | | | | | | | | | | | | |
| /s/ JESSE J. TYSON | | | | | | Director | | | | | | February 27, 2023 | | |
| Jesse J. Tyson | | | | | | | | | | | | | | |
| /s/ NANCY K. BUESE | | | | | | Director | | | | | | February 28, 2022 | | |
| Nancy K. Buese | | | | | | | | | | | | | | |
| /s/ STEPHEN I. CHAZEN | | | | | | Director | | | | | | February 28, 2022 | | |
| Stephen I. Chazen | | | | | | | | | | | | | | |
| /s/ CHARLES I. COGUT | | | | | | Director | | | | | | February 28, 2022 | | |
| Charles I. Cogut | | | | | | | | | | | | | | |