grepcent / static financial knowledge base

WILLIAMS COMPANIES, INC. (WMB)

CIK: 0000107263. SIC: 4922 Natural Gas Transmission. Latest 10-K as of: 2026-02-24.

SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > Electric, Gas, And Sanitary Services > SIC 4922 Natural Gas Transmission

SEC company page: https://www.sec.gov/edgar/browse/?CIK=107263. Latest filing source: 0000107263-26-000006.

Informational only - descriptive public-record data, not investment advice.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue11,950,000,000USD20252026-02-24
Net income2,618,000,000USD20252026-02-24
Assets58,573,000,000USD20252026-02-24

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000107263.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2007200820092016201720182019202020212022202320242025
Revenue7,499,000,0008,031,000,0008,686,000,0008,201,000,0007,719,000,00010,627,000,00010,965,000,00010,907,000,00010,503,000,00011,950,000,000
Net income-424,000,0002,174,000,000-155,000,000850,000,000211,000,0001,517,000,0002,049,000,0003,179,000,0002,225,000,0002,618,000,000
Operating income689,000,000927,000,000768,000,0001,921,000,0002,202,000,0002,631,000,0003,018,000,0004,311,000,0003,339,000,0004,196,000,000
Diluted EPS-0.572.62-0.160.700.171.241.672.601.822.14
Operating cash flow4,155,000,0003,089,000,0003,293,000,0003,693,000,0003,496,000,0003,945,000,0004,889,000,0005,938,000,0004,974,000,0005,898,000,000
Capital expenditures2,051,000,0002,399,000,0003,256,000,0002,109,000,0001,239,000,0001,239,000,0002,253,000,0002,516,000,0002,573,000,0004,893,000,000
Dividends paid1,261,000,000992,000,0001,386,000,0001,842,000,0001,941,000,0001,992,000,0002,071,000,0002,179,000,0002,316,000,0002,442,000,000
Share buybacks526,000,000474,000,0000.000.009,000,000130,000,0000.000.00
Assets46,835,000,00046,352,000,00045,302,000,00046,040,000,00044,165,000,00047,612,000,00048,433,000,00052,627,000,00054,532,000,00058,573,000,000
Stockholders' equity4,643,000,0009,656,000,00014,660,000,00013,363,000,00011,769,000,00011,423,000,00011,485,000,00012,402,000,00012,436,000,00012,807,000,000
Free cash flow2,104,000,000690,000,00037,000,0001,584,000,0002,257,000,0002,706,000,0002,636,000,0003,422,000,0002,401,000,0001,005,000,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2007200820092016201720182019202020212022202320242025
Net margin-5.65%27.07%-1.78%10.36%2.73%14.27%18.69%29.15%21.18%21.91%
Operating margin9.19%11.54%8.84%23.42%28.53%24.76%27.52%39.53%31.79%35.11%
Return on equity-9.13%22.51%-1.06%6.36%1.79%13.28%17.84%25.63%17.89%20.44%
Return on assets-0.91%4.69%-0.34%1.85%0.48%3.19%4.23%6.04%4.08%4.47%
Current ratio0.500.820.810.400.620.910.780.770.500.53

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-04. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000107263.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.33reported discrete quarter
2022-Q32022-09-300.49reported discrete quarter
2023-Q12023-03-310.76reported discrete quarter
2023-Q22023-06-302,483,000,000460,000,0000.38reported discrete quarter
2023-Q32023-09-302,559,000,000654,000,0000.54reported discrete quarter
2023-Q42023-12-312,784,000,0001,138,000,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-312,771,000,000632,000,0000.52reported discrete quarter
2024-Q22024-06-302,336,000,000401,000,0000.33reported discrete quarter
2024-Q32024-09-302,653,000,000706,000,0000.58reported discrete quarter
2024-Q42024-12-312,743,000,000486,000,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-313,048,000,000691,000,0000.56reported discrete quarter
2025-Q22025-06-302,781,000,000546,000,0000.45reported discrete quarter
2025-Q32025-09-302,923,000,000647,000,0000.53reported discrete quarter
2025-Q42025-12-313,198,000,000734,000,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-313,030,000,000865,000,0000.70reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0000107263-26-000017.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-04. Report date: 2026-03-31.

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

Combined Management’s Discussion and Analysis of Financial Condition and Results of OperationsPage
General44
Company Outlook45
Results of Operations50
Williams50
Transco57
NWP59
Management’s Discussion and Analysis of Financial Condition and Liquidity60

General

Williams is an energy company committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Its operations are located in the United States.

Williams’ interstate natural gas pipeline strategy is to create value by maximizing the utilization of its pipeline capacity by providing high-quality, low-cost transportation of natural gas to large and growing markets. Williams’ gas pipeline businesses’ interstate transmission and storage activities are subject to regulation by the FERC. As such, Williams’ rates and charges for the transportation of natural gas in interstate commerce; the extension, expansion, or abandonment of jurisdictional facilities; and accounting, among other things, are subject to regulation. The rates are established primarily through the FERC’s ratemaking process, but Williams may also negotiate rates with its customers pursuant to the terms of its tariffs and FERC policy. Changes in commodity prices and volumes transported have limited near-term impact on these revenues because the majority of the cost of service is recovered through firm capacity reservation charges in transportation rates.

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

Consistent with the manner in which Williams’ CODM evaluates performance and allocates resources, Williams’ operations are conducted, managed, and presented within the following reportable segments: Transmission, Power & Gulf; Northeast G&P; West; and Gas & NGL Marketing Services. All remaining business activities, including upstream operations and corporate activities, are included in Other. See Note 1 – Description of Business and Basis of Presentation for a full description of each segment.

Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to Williams’ current continuing operations and should be read in conjunction with the financial statements and combined notes thereto of this Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 24, 2026.

Dividends

In March 2026, Williams paid a regular quarterly dividend of $0.525 per share.

Overview of Three Months Ended March 31, 2026

Net income (loss) attributable to The Williams Companies, Inc. for the three months ended March 31, 2026, increased $174 million compared to the three months ended March 31, 2025. Further discussion of the results is found in this report in the Results of Operations.

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Recent Developments

Transco FERC Rate Case Filing

On August 30, 2024, Transco filed a general rate case with the FERC for an overall increase in rates and to comply with the terms of the settlement of its prior rate case. On September 30, 2024, the FERC issued an order accepting and suspending Transco’s general rate filing to be effective March 1, 2025, subject to refund and the outcome of hearing procedures established by the FERC. The order also accepted rate decreases for certain services to be effective as of October 1, 2024. During the third quarter of 2025, Transco reached an agreement in principle with its customers and the other participants to settle all aspects of the rate case and has accrued a related liability for rate refunds. Transco filed with the FERC in October 2025 for approval of the settlement. On December 30, 2025, the FERC approved the settlement which became effective March 1, 2026. The refunds were paid in April 2026.

Sale of Mid-Continent Gathering Assets

In the first quarter of 2026, Williams’ closed on the sale of certain gas gathering assets in the Mid-Continent region. These operations were designated as held for sale at December 31, 2025 and an impairment, within the West segment, was recognized. See Note 8 – Fair Value Measurements and Guarantees.

Sale of South Mansfield Upstream Interests

In January 2026, Williams closed on the sale of its interests in certain upstream ventures in the South Mansfield area of the Haynesville Shale region, included in Other, for consideration of $398 million with additional contingent consideration to possibly be received through 2029. Upon closing, Williams recognized a gain of $182 million in the first quarter of 2026. See Note 3 – Divestitures.

Expansion Project Updates

Expansion projects placed into service for the current year are described below. Ongoing major expansion projects are discussed later in Company Outlook.

Transmission, Power & Gulf

Naughton Coal-to-Gas Conversion

The project involves an expansion of NWP’s existing natural gas transmission system to provide year-round transportation capacity to a power plant in southwest Wyoming. NWP placed the project into service in April 2026, increasing NWP’s capacity by 98 Mdth/d.

Company Outlook

Williams’ strategy is to provide a large-scale, reliable, and clean energy infrastructure designed to maximize the opportunities created by the vast supply of natural gas and natural gas products that exists in the United States. Williams accomplishes this by connecting the growing demand for cleaner fuels and feedstocks with our major positions in the premier natural gas and natural gas products supply basins. Williams continues to maintain a strong commitment to safety, environmental stewardship including seeking opportunities for renewable energy ventures, operational excellence, and customer satisfaction. Williams believes that accomplishing these goals will position it to deliver safe, reliable, clean energy services to its customers and an attractive return to shareholders. Williams’ business plan for 2026 includes a continued focus on earnings and cash flow growth.

In 2026, Williams’ operating results are expected to benefit from the continued growth in the Transmission, Power & Gulf segment, primarily reflecting the impacts of the Socrates Power Innovation project, as well as numerous expansion projects at Transco and the Gulf of America. Growth in 2026 will benefit from a full year of the Louisiana Energy Gateway expansion project as well as expected increases in Haynesville Shale volumes.

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Additionally, Williams expects higher gathering and processing results in the Northeast. These increases are partially offset by the divestiture of the South Mansfield upstream joint venture, and lower expected Eagle Ford results in our West segment which relate to contractual step-downs in minimum volume commitments.

Williams seeks to maintain a strong financial position and liquidity, as well as manage a diversified portfolio of safe, clean, and reliable energy infrastructure assets that continue to serve key growth markets and supply basins in the United States. Williams’ growth capital and investment expenditures in 2026 are expected to range from $7.0 billion to $7.6 billion, excluding acquisitions and certain long-lead time equipment for power innovation projects which are backed by reimbursement from the customer if the equipment order is cancelled. Growth capital spending in 2026 primarily includes the Power Innovation projects, Transco expansions, all of which are fully contracted with firm transportation agreements, projects supporting growth in the Haynesville Shale basin, and projects supporting the Northeast G&P business. Williams is investing capital in the Louisiana LNG and Driftwood Pipeline projects, as well as the development of its Wamsutter upstream oil and gas properties. In addition to growth capital and investment expenditures, Williams also remains committed to projects that maintain its assets for safe and reliable operations, as well as projects that reduce emissions, and meet legal, regulatory, and/or contractual commitments.

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

•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;

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

•Counterparty credit and performance risk;

•Unexpected significant increases in capital expenditures or delays in capital project execution, including increases from inflation or delays caused by supply chain disruptions;

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

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

•General economic, financial markets, or industry downturns, including increased inflation, interest rates, or tariffs;

•Physical damages to facilities, including damage to offshore facilities by weather-related events;

•Other risks set forth under Part I, Item 1A. Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 24, 2026, as may be supplemented by disclosure in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10‑Q.

Expansion Projects

Williams’ ongoing major expansion projects include the following:

Transmission, Power & Gulf

Gillis West

In April 2026, Transco filed a prior notice 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 from receipt points in Louisiana to delivery points in Texas. Transco plans to place the project into

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service as early as the fourth quarter of 2026, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 115 Mdth/d.

Southeast Supply Enhancement

In January 2026, Transco received FERC approval for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Virginia to delivery points in Virginia, North Carolina, South Carolina, Georgia, and Alabama. Transco plans to place the project into service as early as the third quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 1,597 Mdth/d.

Northeast Supply Enhancement

In August 2025, the FERC issued an order granting Transco’s petition for reissuance of the certificate authorization for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Transco’s Compressor Station 195 in Pennsylvania to the Rockaway Delivery Lateral transfer point in New York. In Oct

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-24. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Combined Management’s Discussion and Analysis of Financial Condition and Results of OperationsPage
General55
Company Outlook58
Results of Operations64
Williams64
Transco78
NWP81
Management’s Discussion and Analysis of Financial Condition and Liquidity83

General

Williams is an energy company committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Its operations are located in the United States.

Williams’ interstate natural gas pipeline strategy is to create value by maximizing the utilization of its pipeline capacity by providing high-quality, low-cost transportation of natural gas to large and growing markets. Williams’ gas pipeline businesses’ interstate transmission and storage activities are subject to regulation by the FERC. As such, Williams’ rates and charges for the transportation of natural gas in interstate commerce; the extension, expansion, or abandonment of jurisdictional facilities; and accounting, among other things, are subject to regulation. The rates are established primarily through the FERC’s ratemaking process, but Williams may also negotiate rates with its customers pursuant to the terms of its tariffs and FERC policy. Changes in commodity prices and volumes transported have limited near-term impact on these revenues because the majority of the cost of service is recovered through firm capacity reservation charges in transportation rates.

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

Consistent with the manner in which Williams’ CODM evaluates performance and allocates resources, Williams’ operations are conducted, managed, and presented within the following reportable segments: Transmission, Power & Gulf; Northeast G&P; West; and Gas & NGL Marketing Services. All remaining business activities, including upstream operations and corporate activities, are included in Other. See Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies for a full description of each segment.

Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to Williams’ current continuing operations and should be read in conjunction with the financial statements and combined notes thereto included in Part II, Item 8. Financial Statements and Supplementary Data of this report.

Dividends

In December 2025, Williams paid a regular quarterly dividend of $0.500 per share. On January 27, 2026, Williams’ board of directors approved a regular quarterly dividend of $0.525 per share payable on March 30, 2026.

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Overview of Year Ended December 31, 2025

Net income (loss) attributable to The Williams Companies, Inc. for the year ended December 31, 2025, increased $393 million compared to the year ended December 31, 2024. Further discussion of the results is found in this report in the Results of Operations.

Recent Developments

Transco FERC Rate Case Filing

On August 30, 2024, Transco filed a general rate case with the FERC for an overall increase in rates and to comply with the terms of the settlement of its prior rate case. On September 30, 2024, the FERC issued an order accepting and suspending Transco’s general rate filing to be effective March 1, 2025, subject to refund and the outcome of hearing procedures established by the FERC. The order also accepted rate decreases for certain services to be effective as of October 1, 2024. During the third quarter of 2025, Transco reached an agreement in principle with its customers and the other participants to settle all aspects of the rate case and has accrued a related liability for rate refunds. Transco filed with the FERC in October 2025 for approval of the settlement. On December 30, 2025, the FERC approved the settlement which will become effective March 1, 2026.

Power Innovation Projects

Williams continues to pursue projects to support the power demands created by new data center and industrial development in power grid-constrained markets, including agreements with a large, investment-grade company to provide onsite natural gas and power generation infrastructure. See Expansion Projects for further discussion.

Sale of Mid-Continent Gathering Assets

In December 2025, Williams’ management approved a plan to sell certain gas gathering assets in the Mid-Continent region. These operations were designated as held for sale at December 31, 2025 and an impairment, within the West segment, has been recognized for 2025.

Sale of South Mansfield Upstream Interests

In October 2025, Williams entered into an agreement to sell its interests in certain upstream ventures in the South Mansfield area of the Haynesville Shale region, included in Other, for consideration of $398 million with additional contingent consideration to possibly be received through 2029. The transaction closed in January 2026, and Williams expects to recognize a gain in the first quarter of 2026.

Investments in Louisiana LNG and Driftwood Pipeline Projects

In October 2025, Williams closed on various agreements with the same counterparty to acquire a 10 percent equity-method investment in Louisiana LNG, which is developing a fully permitted LNG export facility, and an 80 percent interest in Driftwood Pipeline, which is constructing a fully permitted greenfield pipeline, Line 200, connecting to multiple other pipelines, including Transco and Louisiana Energy Gateway, to supply the LNG facility. Williams will be the operator of the pipeline. The total initial purchase price was $378 million, and both investments will require additional capital to fund further construction. Williams will also manage the gas supply for the LNG facility and purchase approximately 10 percent of the LNG produced.

Saber Asset Purchase

In June 2025, Williams acquired 100 percent of Saber Midstream, LLC (Saber). The acquisition, which was accounted for as an asset purchase, included cash consideration of $47 million and the retention of $113 million of Saber’s debt, which was separately repaid in full within the same month. Saber operates a gas gathering system in the Haynesville Shale region in the West segment.

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Cogentrix Investment

In March 2025, Williams purchased a minority interest in Cogentrix for $153 million, which is accounted for as an equity-method investment within the Gas & NGL Marketing Services segment. Cogentrix owns interests in 11 natural gas power plants (see Note 8 – Investing Activities).

Rimrock Asset Purchase

On January 31, 2025, Williams purchased a group of natural gas gathering and processing assets from Rimrock Energy Partners, LLC (Rimrock) for approximately $325 million, to expand Williams’ gathering and processing footprint and create operational synergies in the DJ Basin in the West segment.

Expansion Project Updates

Expansion projects placed into service for the current year are described below. Ongoing major expansion projects are discussed later in Company Outlook.

Transmission, Power & Gulf

Overthrust Westbound Compression Expansion

In October 2024, MountainWest received approval from the FERC for the project, which involves an expansion of MountainWest’s existing natural gas transmission system to provide incremental firm transportation capacity from multiple receipt points in Wamsutter, Wyoming to a delivery point in Opal, Wyoming. MountainWest placed the project into service in November 2025, increasing capacity by 325 Mdth/d.

Stanfield South

The project on NWP’s existing natural gas transmission system provides year-round transportation capacity from the Stanfield receipt point in Oregon to multiple delivery points in Idaho and a new delivery meter in Wyoming. NWP placed the project into service in November 2025, increasing NWP’s contracted capacity by 80 Mdth/d.

Commonwealth Energy Connector

In November 2023, Transco received approval from 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. Transco placed the project into service in November 2025, increasing Transco’s capacity by 105 Mdth/d.

Alabama Georgia Connector

In March 2024, Transco received approval from the FERC for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Transco’s Station 85 pooling point in Alabama to customers in Georgia. Transco placed the project into service in October 2025, increasing Transco’s capacity by 64 Mdth/d.

Deepwater Shenandoah Project

In June 2021, Williams 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 the existing Gulf of America offshore infrastructure connecting to a third-party offshore lateral pipeline from the Shenandoah platform to Discovery’s existing Keathley Canyon Connector pipeline, adds onshore processing

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facilities at Larose, Louisiana to handle the expected rich Shenandoah production, and the natural gas liquids are now fractionated and marketed at Discovery’s Paradis plant in Louisiana. This project was placed into service in July 2025.

Texas to Louisiana Energy Pathway

In January 2024, Transco received approval from 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. Transco placed the project into service in April 2025. Under the project, Transco provides 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 November 2023, Transco received approval from the FERC for the project, which involves 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. Transco placed the project into service in April 2025, increasing Transco’s capacity by 150 Mdth/d.

Deepwater Whale Project

In August 2021, Williams 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 its existing Western Gulf of America offshore infrastructure via a 26-mile gas lateral pipeline from the Whale platform to the existing Perdido gas pipeline and adds a new 124-mile oil pipeline from the Whale platform to Williams’ existing junction platform. This project was placed into service in January 2025.

West

Haynesville Gathering Expansion

In February 2023, Williams announced its agreement with a third party to facilitate natural gas production growth in the Haynesville Shale basin for the construction of a greenfield gathering system in support of a 26,000-acre dedication. In April 2025, the third party sold a majority of their ownership interest to another party, with both third parties agreeing to long-term capacity commitments on Williams’ Louisiana Energy Gateway expansion project. This project was placed into service in September 2025, providing natural gas gathering services to both parties.

Louisiana Energy Gateway

In August 2024, Williams began construction activities on new natural gas gathering assets in the Haynesville Shale basin to increase delivery of natural gas to premium markets, including Transco, industrial markets, and growing LNG export demand along the Gulf Coast. This project was placed into service in July and August 2025, increasing natural gas gathering capacity by 1.8 Bcf/d.

Company Outlook

Williams’ strategy is to provide a large-scale, reliable, and clean energy infrastructure designed to maximize the opportunities created by the vast supply of natural gas and natural gas products that exists in the United States. Williams accomplishes this by connecting the growing demand for cleaner fuels and feedstocks with our major positions in the premier natural gas and natural gas products supply basins. Williams continues to maintain a strong commitment to safety, environmental stewardship including seeking opportunities for renewable energy ventures, operational excellence, and customer satisfaction. Williams believes that accomplishing these goals will position it

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to deliver safe, reliable, clean energy services to its customers and an attractive return to shareholders. Williams’ business plan for 2026 includes a continued focus on earnings and cash flow growth.

In 2026, Williams’ operating results are expected to benefit from the continued growth in the Transmission, Power & Gulf segment, primarily reflecting the impacts of the Socrates Power Innovation project, as well as numerous expansion projects at Transco and the Gulf of America. Growth in 2026 will benefit from a full year of the Louisiana Energy Gateway expansion project as well as expected increases in Haynesville Shale volumes. Additionally, Williams expects higher gathering and processing results in the Northeast. These increases are partially offset by the divestiture of the South Mansfield upstream joint venture, and lower expected Eagle Ford results in our West segment related to minimum volume commitment reductions.

Williams seeks to maintain a strong financial position and liquidity, as well as manage a diversified portfolio of safe, clean, and reliable energy infrastructure assets that continue to serve key growth markets and supply basins in the United States. Williams’ growth capital and investment expenditures in 2026 are expected to range from $6.1 billion to $6.7 billion, excluding acquisitions and certain long-lead time equipment for power innovation projects which are backed by reimbursement from the customer if the equipment order is cancelled. Growth capital spending in 2026 primarily includes the Power Innovation projects, Transco expansions, all of which are fully contracted with firm transportation agreements, projects supporting growth in the Haynesville Shale basin, and projects supporting the Northeast G&P business. Williams is investing capital in the Louisiana LNG and Driftwood Pipeline projects, as well as the development of its Wamsutter upstream oil and gas properties. In addition to growth capital and investment expenditures, Williams also remains committed to projects that maintain its assets for safe and reliable operations, as well as projects that reduce emissions, and meet legal, regulatory, and/or contractual commitments. See Note 18 – Contingencies and Commitments for further discussion of Williams’ commitments.

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

•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;

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

•Counterparty credit and performance risk;

•Unexpected significant increases in capital expenditures or delays in capital project execution, including increases from inflation or delays caused by supply chain disruptions;

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

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

•General economic, financial markets, or industry downturns, including increased inflation, interest rates, or tariffs;

•Physical damages to facilities, including damage to offshore facilities by weather-related events;

•Other risks set forth under Part I, Item 1A. Risk Factors.

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Management’s Discussion and Analysis (Continued)

Expansion Projects

Williams’ ongoing major expansion projects include the following:

Transmission, Power & Gulf

Gillis West

Transco plans to file a prior notice application with the FERC in 2026 for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Louisiana to delivery points in Texas. Transco plans to place the project into service as early as the second quarter of 2026, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 115 Mdth/d.

Southeast Supply Enhancement

In January 2026, Transco received approval from the FERC for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Virginia to delivery points in Virginia, North Carolina, South Carolina, Georgia, and Alabama. Transco plans to place the project into service as early as the third quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 1,597 Mdth/d.

Northeast Supply Enhancement

In August 2025, the FERC issued an order granting Transco’s petition for reissuance of the certificate authorization for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Transco’s Compressor Station 195 in Pennsylvania to the Rockaway Delivery Lateral transfer point in New York. In October and November 2025, Transco’s applications for Clean Water Act and related permits with the states of Pennsylvania, New York and New Jersey were approved. In August 2025, Transco executed precedent agreements with customers subscribing to all of the capacity under the project. Transco plans to place the project into service as early as the fourth quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 400 Mdth⁄d.

Pine Prairie Phase IV Expansion

In August 2025, Williams filed a certificate application with the FERC for the project, which will involve an expansion of storage capacity and the injection and withdrawal capabilities of one of its existing storage facilities in the Gulf Coast region. Williams plans to place the project into service during the fourth quarter of 2028, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase working gas storage capacity by 10 Bcf.

Dalton Lateral II

Transco plans to file a certificate application for the project with the FERC in 2027. The project involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Transco’s main line near existing Station 115 to an existing power plant in Georgia. Transco plans to place the project into service as early as the fourth quarter of 2029, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity up to 460 Mdth/d.

Power Express

Transco plans to file an application with the FERC as early as the second quarter 2027 for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm

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transportation capacity in Virginia. Transco plans to place the project into service as early as the third quarter of 2030, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 689 Mdth/d.

Naughton Coal-to-Gas Conversion

The project involves an expansion of NWP’s existing natural gas transmission system to provide year-round transportation capacity to a power plant in southwest Wyoming. NWP plans to place the project into service as early as the second quarter of 2026, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 98 Mdth/d.

Ryckman Creek Loop

In January 2026, NWP received approval from the FERC for the project, which involves an expansion of NWP’s existing natural gas transmission system to provide incremental firm transportation capacity from a receipt point in northeast Oregon to multiple delivery points in southwest Wyoming. NWP plans to place the project into service as early as the fourth quarter of 2026. The project is expected to increase capacity by 50 Mdth/d.

Huntingdon Connector

NWP plans to file a prior notice application for the project with the FERC in the first quarter of 2026. The project involves an expansion of NWP’s existing natural gas transmission system that will provide year-round transportation capacity from the Sumas receipt point to various delivery points in Washington. NWP plans to place the project into service during the fourth quarter of 2026, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 78 Mdth/d.

Wild Trail

In May 2025, NWP filed a certificate application with the FERC for the project, which involves an expansion of NWP’s existing natural gas transmission system that will provide year-round transportation capacity from the White River Hub receipt point in western Colorado to various delivery points in southwest Wyoming and southern Colorado. The Wild Trail project is fully subscribed by an affiliate of NWP. NWP plans to place the project into service during the fourth quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 83 Mdth/d.

Kelso-Beaver Reliability

In November 2025, NWP received approval from the FERC for the project. The Kelso-Beaver Reliability project on NWP’s existing natural gas transmission system will provide year-round transportation capacity to various receipt and delivery points in Oregon. NWP plans to place the project into service during the fourth quarter of 2028, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 183 Mdth/d.

Power Innovation

Socrates

Williams has received approval from the Ohio Power Siting Board for the power generation facilities and is expecting final approval for the associated gas pipeline infrastructure in the first half of 2026. The Socrates project involves the construction of the Socrates North and South power generation facilities in New Albany, Ohio. Williams has agreed to provide committed power generation and associated gas pipeline infrastructure for the project, which is expected to provide a combined 400 megawatts of onsite power generation capacity to the customer. The project is backed by a 10 year, primarily fixed-price power

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purchase agreement, with an option for the customer to extend the term of the agreement. Williams plans to place the project into service in the third and fourth quarter of 2026, assuming timely receipt of permits.

Additional Projects

Williams has agreed to provide committed power generation and associated gas pipeline infrastructure for three additional Power Innovation projects, Apollo, Aquila and Socrates the Younger. The projects are backed by primarily fixed-price power purchase agreements, with options for the customer to extend the term of the agreements. The Apollo project, in Ohio, has a term of 12.5 years, and Williams expects the project to be placed into service in the second half of 2027. The Aquila project, in Utah, also has a term of 12.5 years, and Williams expects the project to be placed into service in the second half of 2027 and the first half of 2028. The Socrates the Younger project, in Ohio, has a term of 10 years, and Williams expects the project to be placed into service the second half of 2028. All expected in-service dates assume timely receipt of permits.

West

Dorne

Williams will construct and operate a greenfield treating and dehydration facility with a capacity of 400 MMcf/d. This project is expected to be placed into service in the third quarter of 2027.

Critical Accounting Estimates

Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. The nature of these estimates and assumptions is material due to the subjectivity and judgment necessary, or the susceptibility of such matters to change, and the impact of these on the financial condition or results of operations.

Regulatory Accounting

Williams’ regulated interstate natural gas pipelines, including Transco and NWP, are regulated by the FERC. Accounting Standards Codification (ASC) Topic 980, “Regulated Operations,” (ASC 980) provides that certain costs that would otherwise be charged to expense should be deferred as regulatory assets, based on the expected recovery from customers in future rates. Likewise, certain actual or anticipated credits that would otherwise reduce expense should be deferred as regulatory liabilities, based on the expected return to customers in future rates. Management’s expected recovery of deferred costs and return of deferred credits generally results from specific decisions by regulators granting such ratemaking treatment. Certain incurred costs and obligations are recorded as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refunded in future rates.

Accounting for operations that are regulated and apply the provisions of ASC 980 can differ from the accounting requirements for nonregulated operations. Transactions that are recorded differently as a result of regulatory accounting requirements include the capitalization of an equity return component on regulated capital projects, capitalization of other project costs, retirements of general plant assets, levelized cost of service, employee-related benefits, environmental costs, negative salvage, asset retirement obligations (AROs), as well as other costs and taxes included in, or expected to be included in, future rates. Management has determined that for its rate-regulated entities, it is appropriate to apply the accounting prescribed by ASC 980 and, accordingly, the accompanying financial statements include the effects of the types of transactions described above that result from regulatory accounting requirements. Management’s assessment of the probability of recovery or pass-through of regulatory assets and liabilities requires judgment and interpretation of laws and regulatory commission orders. If, for any reason, any of Williams’ regulated interstate natural gas pipelines, including Transco or NWP, ceases to meet the criteria for application of regulatory accounting treatment for all or part of its operations, the regulatory assets and liabilities related to those portions ceasing to meet such criteria would be eliminated from the respective

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balance sheet and included in the respective statement of income for the period in which the discontinuance of regulatory accounting treatment occurs and can be estimated, unless otherwise required to be recorded under other provisions of U.S. generally accepted accounting principles.

The aggregate amount of regulatory assets reflected on Williams’ Consolidated Balance Sheet was $698 million at December 31, 2025, of which Transco’s and NWP’s Balance Sheets reflected $394 million and $83 million, respectively. The aggregate amount of regulatory liabilities reflected on Williams’ Consolidated Balance Sheet was $1.3 billion at December 31, 2025, of which Transco’s and NWP’s Balance Sheets reflected $1.0 billion and $245 million, respectively. A summary of regulatory assets and liabilities is included in Note 10 – Regulatory Assets and Liabilities.

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Results of Operations

Williams’ Consolidated Overview

The following table and discussion is a summary of Williams’ consolidated results of operations for the three years ended December 31, 2025, and should be read in conjunction with the results of operations by segment, as discussed in further detail following this consolidated overview discussion.

Year Ended December 31,
2025$ Changefrom2024*% Changefrom2024*2024$ Changefrom2023*% Changefrom2023*2023
(Dollars in millions)
Revenues:
Service revenues$8,348+720+9%$7,628+602+9%$7,026
Product sales and service revenues – commodity consideration3,482+357+11%3,125+200+7%2,925
Net gain (loss) from commodity derivatives120+370NM(250)-1,206NM956
Total revenues11,95010,50310,907
Costs and expenses:
Product costs and net processing commodity expenses2,199-81-4%2,118-83-4%2,035
Operating and maintenance expenses2,282-103-5%2,179-195-10%1,984
Depreciation, depletion, and amortization expenses2,347-128-6%2,219-148-7%2,071
General and administrative expenses721-13-2%708-43-6%665
Impairment or write-off of certain assets212-212NM+10+100%10
Gain on sale of business-129-100%(129)
Other (income) expense – net(7)-53-88%(60)+20+50%(40)
Total costs and expenses7,7547,1646,596
Operating income (loss)4,1963,3394,311
Equity earnings (losses)760+200+36%560-29-5%589
Other investing income (loss) – net42-301-88%343+235NM108
Interest expense(1,442)-78-6%(1,364)-128-10%(1,236)
Net gain from Energy Transfer litigation judgment-534-100%534
Other income (expense) – net69-39-36%108+9+9%99
Income (loss) before income taxes3,6252,9864,405
Less: Provision (benefit) for income taxes857-217-34%640+365+36%1,005
Income (loss) from continuing operations2,7682,3463,400
Income (loss) from discontinued operations+97+100%(97)
Net income (loss)2,7682,3463,303
Less: Net income attributable to noncontrolling interests150-29-24%121+3+2%124
Net income (loss) attributable to The Williams Companies, Inc.$2,618+393+18%$2,225-954-30%$3,179

_______

*    + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.

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2025 vs. 2024

Service revenues increased primarily due to:

•Higher revenues associated with expansion projects at the Transmission, Power & Gulf and the West segments;

•Increased Transco transportation and storage rates and Gulf Coast Storage rates at the Transmission, Power & Gulf segment;

•Higher volumes from the August 2024 Discovery Acquisition at the Transmission, Power & Gulf segment, the June 2025 Saber Asset Purchase and the January 2025 Rimrock Asset Purchase at the West segment, and higher volumes from the Northeast JV at the Northeast G&P segment;

•Higher revenues associated with reimbursable expenses primarily in the Northeast G&P segment, which is offset by similar changes in the charges reflected in Operating and maintenance expenses; partially offset by

•Lower revenues in the Eagle Ford Shale region due to lower MVC revenue at the West segment.

The net sum of Product sales and service revenues – commodity consideration, Product costs and net processing commodity expenses, and net realized gains and losses on commodity derivatives related to sales of product and shrink gas purchases for processing plants for the reportable segments comprise Commodity Margins. Service revenues - commodity consideration represent payments received in the form of commodities for processing services provided. Most of these commodity volumes are sold during the month processed and are offset within Product costs and net processing commodity expenses. The sum of Product sales and net realized gains and losses on commodity derivatives related to the upstream operations comprise Net realized product sales.

The Product sales and service revenues – commodity consideration increase primarily consists of:

•Higher product sales from upstream operations primarily related to higher volumes, including the November 2024 Crowheart Acquisition (See Note 3 – Acquisitions and Divestitures), and natural gas prices at Other;

•Higher equity NGL sales and commodity consideration revenues associated with equity NGL production activity primarily due to the Discovery Acquisition at the Transmission, Power & Gulf segment;

•Higher marketing sales activities primarily related to higher net gas marketing sales activities, partially offset by lower NGL marketing sales activities at the Gas & NGL Marketing Services segment;

•Higher cash-out activity primarily at the Transmission, Power & Gulf segment.

As Williams is acting as agent for natural gas marketing customers, its natural gas marketing product sales are presented net of the related costs of those activities within the Gas & NGL Marketing Services segment.

Net gain (loss) from commodity derivatives includes realized and unrealized gains and losses from derivative instruments reflected within Total revenues primarily in the Gas & NGL Marketing Services segment, as well as upstream operations at Other (see Note 17 – Commodity Derivatives).

Williams experiences 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 capacity portfolios as well as upstream-related production. However, the unrealized fair value measurement gains and losses on the derivatives are generally offset by valuation changes in the economic value of the underlying production or transportation and storage capacity contracts, which are not recognized until the underlying transaction occurs.

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The Product costs and net processing commodity expenses increase primarily consists of:

•Higher shrink natural gas purchases and commodity consideration costs associated with Williams’ equity NGL production activities primarily due to the Discovery Acquisition at the Transmission, Power & Gulf segment;

•Higher cash-out activity primarily at the Transmission, Power & Gulf segment; partially offset by

•Lower marketing activities primarily related to NGL’s at the Gas & NGL Marketing Services segment.

Operating and maintenance expenses increased primarily due to operating costs of the assets acquired at the Transmission, Power & Gulf and West segments, as well as upstream operations at Other, and higher electricity and fuel primarily in the Northeast G&P segment (substantially offset by higher Service revenues discussed above), partially offset by the absence of the impact of a 2024 change in practice related to payroll timing.

Depreciation, depletion, and amortization expenses increased primarily related to assets acquired and expansion projects placed in-service at the Transmission, Power & Gulf and West segments, as well as upstream operations at Other and an increase in Transco depreciation rates associated with the rate case at the Transmission, Power & Gulf segment, partially offset by lower ARO-related depreciation at the Transmission, Power & Gulf segment.

General and administrative expenses increased due to higher employee-related costs, partially offset by lower acquisition and transition costs primarily at the Transmission, Power & Gulf segment and the absence of the impact of a 2024 change in a practice related to payroll timing.

Impairment or write-off of certain assets includes an impairment to certain assets held for sale in the Mid-Continent region and the write-off of certain DJ Basin region assets in the West segment in 2025.

The unfavorable change in Other (income) expense – net within Operating income (loss) includes net unfavorable changes to charges and credits associated with amortization of regulatory assets and liabilities related to the Transco rate case and deferral of ARO-related depreciation at the Transmission, Power & Gulf segment.

Equity earnings (losses) changed favorably primarily due to the impact of $153 million from our investment Cogentrix in 2025 (see Note 8 – Investing Activities) and increases at Blue Racer and Appalachia Midstream Investments.

The unfavorable change in Other investing income (loss) – net includes the absence of a $149 million gain on the sale of our interests in Aux Sable in 2024 (see Note 8 – Investing Activities), a $127 million gain on remeasurement of our existing equity-method investment associated with the purchase of the remaining interest in Discovery in 2024, and lower interest income earned on lower cash and cash equivalent balances.

Interest expense was primarily impacted by 2024 and 2025 debt issuances, partially offset by 2024 and 2025 debt retirements and the absence of imputed interest on deferred consideration obligations related to previous acquisitions (see Note 13 – Debt and Banking Arrangements).

The unfavorable change in Other income (expense) – net below Operating income (loss) includes a decrease in equity AFUDC primarily as a result of the timing of capital projects within the regulated businesses.

Provision (benefit) for income taxes changed unfavorably primarily due to higher pre-tax income and the absence of a benefit associated with a decrease in the estimate of the state deferred income tax rate in 2024. See Note 6 – Provision (Benefit) for Income Taxes for a discussion of the effective tax rate compared to the federal statutory rate for both periods.

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2024 vs. 2023

Service revenues increased primarily due to:

•Higher volumes from the November 2023 DJ Basin Acquisitions at the West segment and the January 2024 Gulf Coast Storage, August 2024 Discovery, and February 2023 MountainWest Acquisitions at the Transmission, Power & Gulf segment; partially offset by lower volumes from the September 2023 sale of certain liquids pipelines at the Transmission, Power & Gulf segment (see Note 3 – Acquisitions and Divestitures),

•Higher revenues associated with expansion projects at the Transmission, Power & Gulf segment, partially offset by

•Lower gathering volumes at the West and Northeast G&P segments.

The Product sales and service revenues – commodity consideration increase primarily consists of:

•Higher marketing sales activities primarily at the West segment primarily related to the DJ Basin Acquisitions and Transmission, Power & Gulf segment primarily related to the Discovery Acquisition; partially offset by lower marketing sales activities related to NGLs at the Gas & NGL Marketing Services segment, primarily related to activity associated with the sale certain liquids pipelines. Net natural gas marketing sales were impacted by higher storage costs; partially offset by

•Lower system management gas sales primarily at the Transmission, Power & Gulf segment;

•Lower product sales from upstream operations; partially offset by higher volumes from the November 2024 Crowheart Acquisition at Other;

•Lower equity NGL sales and commodity consideration revenues associated with NGL production activity primarily at the West segment; partially offset by higher activity in the Transmission, Power & Gulf segment primarily due to the Discovery Acquisition.

Net gain (loss) from commodity derivatives includes realized and unrealized gains and losses from derivative instruments reflected within Total revenues primarily in the Gas & NGL Marketing Services and West segments, and upstream operations at Other.

The Product costs and net processing commodity expenses increase primarily consists of:

•Higher marketing activities primarily at the West segment primarily related to the DJ Basin Acquisitions and Transmission, Power & Gulf segment primarily related to the Discovery Acquisition; partially offset by lower marketing activities primarily related to NGLs at the Gas & NGL Marketing Services segment; partially offset by

•Lower shrink natural gas purchases and commodity consideration costs associated with Williams’ equity NGL production activities primarily at the West segment.

Operating and maintenance expenses increased primarily due to operating costs of the assets acquired at the West and Transmission, Power & Gulf segments; as well as unfavorable changes in employee-related costs, including the impact of a change in a practice related to payroll timing; and the net imbalance liability due to changes in pricing.

Depreciation, depletion, and amortization expenses increased primarily related to the assets acquired at the Transmission, Power & Gulf and West segments and an increase at Transco related to additional assets placed in service. The increase is partially offset by lower amortization of intangibles related to the acquisition of Sequent Energy Management, L.P. and Sequent Energy Canada, Corp. (Sequent) in 2021.

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General and administrative expenses increased primarily due to employee-related costs, including the impact of a change in a practice related to payroll timing, partially offset by lower acquisition and transition-related costs associated with the MountainWest Acquisition (see Note 3 – Acquisitions and Divestitures).

Gain on sale of business reflects a gain from the sale of certain liquids pipelines in the Transmission, Power & Gulf segment in 2023.

Other (income) expense – net within Operating income (loss) includes lower project feasibility costs at our Transmission, Power & Gulf segment; partially offset by the absence of a 2023 gain related to a contract settlement.

Equity earnings (losses) changed unfavorably primarily due to the impacts of the consolidation of RMM and Discovery, and the sale of the interests in Aux Sable (see Note 8 – Investing Activities), partially offset by the absence of the share of a loss contingency accrual in 2023 at Aux Sable and favorable results at OPPL.

Other investing income (loss) – net includes gains on the sale of the interests in Aux Sable and the gain on remeasuring the existing equity-method investment in Discovery to fair value with the acquisition of the remaining 40 percent ownership, partially offset by the absence the 2023 gain on remeasuring the existing equity-method investment in RMM to fair value with the acquisition of the remaining 50 percent ownership (see Note 8 – Investing Activities).

The increase in Interest expense was primarily due to Williams’ 2023 and 2024 debt issuances, and imputed interest on deferred consideration obligations related to the DJ Basin and Gulf Coast Storage Acquisitions, partially offset by 2023 and 2024 debt retirements.

Net gain from Energy Transfer litigation judgment resulted from a favorable ruling on the final order and judgment of Williams’ complaint against Energy Transfer in 2023 (see Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies).

Provision (benefit) for income taxes changed favorably primarily due to lower pre-tax income and a higher benefit associated with decreases in the estimate of the state deferred income tax rate in both periods.

Income (loss) from discontinued operations in 2023 includes a pre-tax charge of $125 million to increase the accrued liability associated with the Alaska refinery contamination litigation, partially offset by the related income tax effect (see Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies).

Period-Over-Period Operating Results – Williams’ Segments

Williams’ CODM evaluates segment operating performance based upon Modified EBITDA. Note 19 – Segment Disclosures includes a reconciliation of this non-GAAP measure to Income (loss) before income taxes. Management uses Modified EBITDA because it is an accepted financial indicator used by investors to compare company performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of Williams’ assets. Modified EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP.

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Transmission, Power & Gulf

Year Ended December 31,
202520242023
(Millions)
Service revenues$4,826$4,246$3,858
Product sales and service revenues – commodity consideration (1)616382290
Net realized gain (loss) from commodity derivatives (1)12
Segment revenues5,4434,6284,150
Product costs and net processing commodity expenses (1)(549)(329)(259)
Other segment costs and expenses(1,321)(1,199)(1,157)
Gain on sale of business129
Proportional Modified EBITDA of equity-method investments147173205
Transmission, Power & Gulf Modified EBITDA$3,720$3,273$3,068
Commodity margins$68$53$33

_______________

(1)Included as a component of Commodity margins.

2025 vs. 2024

Transmission, Power & Gulf Modified EBITDA increased primarily due to higher Service revenues, partially offset by higher Other segment costs and expenses.

Service revenues increased primarily due to:

•A $291 million increase in Transco’s revenues primarily associated with expansion projects placed in service, notably Regional Energy Access in August 2024, Southside Reliability Enhancement in November 2024, Texas Louisiana Energy Pathway in April 2025, and Southeast Energy Connector in April 2025; and transportation and storage rate increases;

•A $96 million increase in the Western Gulf Coast region primarily due to higher natural gas gathering and crude oil transportation volumes from the Whale expansion project that went in-service in January 2025;

•A $78 million increase primarily in natural gas gathering revenues due to the Discovery Acquisition and volumes from the Shenandoah expansion project that went in-service in July 2025 (see Note 3 – Acquisitions and Divestitures);

•A $49 million increase in the Eastern Gulf Coast region primarily due to higher production handling, crude oil transportation and natural gas gathering volumes from new wells at Gulfstar One in the Pickerel field and at Blind Faith in the Ballymore field and the absence of shut-ins due to weather-related events, partially offset by shut-ins for maintenance activities at Devils Tower impacting the Taggart and Kodiak fields;

•A $45 million increase in Gulf Coast Storage’s revenues primarily associated with higher storage rates;

•A $14 million increase in NWP’s revenues primarily due to transportation rate increases.

Commodity margins increased primarily due to the Discovery Acquisition.

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Other segment costs and expenses increased primarily due to:

•Unfavorable change in equity AFUDC primarily as a result of the timing of capital projects within the regulated businesses;

•Net unfavorable changes in charges and credits associated with regulatory assets and liabilities related to the rate case at Transco;

•Higher operating expenses and administrative costs including increased operating costs resulting from the Discovery Acquisition, corporate allocations, and property taxes, as well as higher employee-related costs, partially offset by the absence of acquisition and transition costs related to the Gulf Coast Storage Acquisition in January 2024 (see Note 3 – Acquisitions and Divestitures) and a 2024 change in a practice related to payroll timing;

•Unfavorable change in the deferral of ARO-related depreciation at Transco; partially offset by

•A net favorable change related to certain asset retirements in the Western Gulf Coast region in 2025.

Proportional Modified EBITDA of equity-method investments decreased primarily due to lower proportional results as Discovery was consolidated following its August 2024 acquisition.

2024 vs. 2023

Transmission, Power & Gulf Modified EBITDA increased primarily due to higher Service revenues, partially offset by the absence of a Gain on sale of business, higher Other segment costs and expenses, and lower Proportional Modified EBITDA of equity-method investments.

Service revenues increased primarily due to:

•A $220 million increase primarily in storage revenues due to the Gulf Coast Storage Acquisition in January 2024 (see Note 3 – Acquisitions and Divestitures);

•A $121 million increase in Transco’s revenues primarily associated with expansion projects and higher park and loan services;

•A $41 million increase primarily in gathering revenues due to the Discovery Acquisition in August 2024;

•A $38 million increase in primarily transportation and storage revenues due to the MountainWest Acquisition in February 2023 (see Note 3 – Acquisitions and Divestitures);

•A $22 million increase in NorTex’s revenues primarily associated with higher storage rates; partially offset by

•A $39 million decrease primarily in transportation revenues due to the sale of certain liquids pipelines in the Gulf Coast region in September 2023 (see Note 3 – Acquisitions and Divestitures);

•A $34 million decrease in the Eastern Gulf region primarily due to shut-ins for producer operational issues at Gulfstar One in the Gunflint and Tubular Bells fields and weather-related events, partially offset by higher primarily production handling volumes from a new well at Gulfstar One in the Pickerel field.

Other segment costs and expenses increased primarily due to:

•Higher operating expenses and administrative costs including higher operating, acquisition and transition costs related to Williams’ Gulf Coast Storage and Discovery Acquisitions, and employee-related costs, including the impact of a change in a practice related to payroll timing; partially offset by significantly

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lower acquisition and transition costs related to Williams’ MountainWest Acquisition, contract services at Transco, and operating costs related to the sale of certain liquids pipelines in the Gulf Coast region;

•Unfavorable change in the amortization of regulatory pension liabilities at Transco; partially offset by

•Lower project feasibility costs;

•A favorable change in equity AFUDC primarily as a result of increased capital expenditures at Williams’ regulated businesses.

Commodity margins increased primarily due to a $19 million increase from Williams’ equity NGLs primarily due to the Discovery Acquisition.

Gain on sale of business reflects a gain recognized on the sale of certain liquids pipelines in the Gulf Coast region in September 2023.

Proportional Modified EBITDA of equity-method investments decreased primarily due to lower proportional results as Discovery was consolidated.

Northeast G&P

Year Ended December 31,
202520242023
(Millions)
Service revenues$1,995$1,913$1,896
Product sales and service revenues – commodity consideration (1)173112137
Segment revenues2,1682,0252,033
Product costs and net processing commodity expenses (1)(149)(88)(125)
Other segment costs and expenses(631)(581)(566)
Proportional Modified EBITDA of equity-method investments640602574
Northeast G&P Modified EBITDA$2,028$1,958$1,916
Commodity margins$24$24$12

(1)Included as a component of Commodity margins.

2025 vs. 2024

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

Service revenues increased primarily due to:

•A $40 million increase in revenues at the Northeast JV primarily related to higher transportation & fractionation volumes, higher gathering volumes, and higher processing rates;

•A $29 million increase in revenues associated with reimbursable expenses, which is offset by similar changes in the charges reflected in Other segment costs and expenses;

•An $11 million increase in gathering revenues in the Utica Shale region primarily related to higher volumes at Cardinal; partially offset by

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•A $6 million decrease in gathering revenues at Susquehanna Supply Hub primarily related to lower volumes partially offset by escalated rates.

Other segment costs and expenses increased primarily due to higher operating expenses, including higher electricity and fuel (substantially offset by higher Service revenues discussed above) and higher maintenance expenses. The increase was partially offset by lower employee-related costs related to the absence of the impact of a 2024 change in a practice related to payroll timing.

Proportional Modified EBITDA of equity-method investments increased at Appalachia Midstream Investments primarily driven by escalated gathering rates and higher gathering volumes, at Blue Racer primarily due to higher volumes and annual rate escalations, and at Laurel Mountain primarily due to higher commodity-based gathering rates and higher volumes. The increase was partially offset by a decrease at Aux Sable Liquid Products LP due to the sale of Williams’ investment in the third quarter of 2024.

2024 vs. 2023

Northeast G&P Modified EBITDA increased primarily due to higher Proportional Modified EBITDA of equity-method investments, higher Service revenues, and higher Commodity margins, partially offset by higher Other segment costs and expenses.

Service revenues increased primarily due to:

•A $20 million increase in revenues at the Northeast JV primarily related to higher gathering volumes as well as higher transportation & fractionation, gathering, and processing rates, partially offset by lower transportation & fractionation and processing volumes;

•A $16 million increase in joint venture operating fees primarily related to assuming operatorship of Blue Racer effective January 1, 2024, (which is significantly offset by higher Other segment costs and expenses discussed below);

•An $11 million increase in revenues associated with reimbursable expenses, which is offset by similar changes in the charges reflected in Other segment costs and expenses; partially offset by

•A $19 million decrease in gathering revenues at Susquehanna Supply Hub primarily related to lower volumes partially offset by escalated rates;

•A $16 million decrease in gathering revenues in the Utica Shale region primarily related to lower volumes at Flint and Cardinal partially offset by escalated rates.

Commodity margins increased due to a restructured gas purchase deal in 2024 which allowed for margin gain on residue pricing and liquids from fixed recoveries. In addition, Williams was not significantly impacted by system constraints which impacted margins in 2023.

Other segment costs and expenses increased primarily due to higher employee-related costs, including the impact of a change in a practice related to payroll timing, as well as higher operating expenses, including higher electricity and fuel, and increased support costs related to assuming operatorship of Blue Racer effective January 1, 2024 (substantially offset by higher Service revenues discussed above). The increase was partially offset by lower maintenance expenses and the absence of the 2023 loss contingency accrual.

Proportional Modified EBITDA of equity-method investments increased at Aux Sable Liquid Products LP primarily due to the absence of Williams’ $31 million share of a loss contingency accrual related to its former ownership in 2023, as well as the terms of the new product marketing agreement, partially offset by the sale of Williams’ investment in Aux Sable Liquid Products LP in the third quarter of 2024. Additionally, Appalachia

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Midstream Investments increased primarily driven by higher gathering rates partially offset by lower volumes and higher expenses.

West

Year Ended December 31,
202520242023
(Millions)
Service revenues$1,851$1,718$1,502
Product sales and service revenues – commodity consideration (1)992947544
Net realized gain (loss) from commodity derivatives relating to service revenues21082
Net realized gain (loss) from commodity derivatives relating to product sales (1)2(6)7
Net realized gain (loss) from commodity derivatives4489
Segment revenues2,8472,6692,135
Product costs and net processing commodity expenses (1)(876)(844)(517)
Other segment costs and expenses(663)(645)(532)
Impairment or write-off of certain assets(212)(10)
Proportional Modified EBITDA of equity-method investments142132162
West Modified EBITDA$1,238$1,312$1,238
Commodity margins$118$97$34

________________

(1)    Included as a component of Commodity margins.

2025 vs. 2024

West Modified EBITDA decreased primarily due to the 2025 Impairment or write-off of certain assets, partially offset by higher Service revenues.

Service revenues increased primarily due to:

•A $121 million increase in the Haynesville Shale region primarily due to higher gathering volumes including those resulting from Louisiana Energy Gateway which was placed into service in third-quarter 2025 and the Saber Asset Purchase;

•A $60 million increase in the DJ Basin region primarily due to higher gathering volumes associated with the Rimrock Asset Purchase;

•A $17 million increase in the Barnett Shale region primarily due to higher gathering rates driven by favorable commodity pricing; partially offset by

•A $77 million decrease in the Eagle Ford Shale region primarily due to lower MVC revenue.

Commodity margins increased $21 million primarily due to $12 million higher margins from equity NGLs associated with higher net realized NGL sales prices as well as higher volumes of equity NGL sold, and a $12 million increase in marketing margins primarily associated with the DJ Basin Acquisitions, as previously discussed.

Other segment costs and expenses increased primarily due to higher operating expenses associated with the Rimrock Asset Purchase.

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Impairment or write-off of certain assets reflects the $176 million impairment of Mid-Continent assets held for sale, and $36 million write-off of certain compression and processing assets in the DJ Basin region.

Proportional Modified EBITDA of equity-method investments increased primarily due to higher rates and volumes at OPPL.

2024 vs. 2023

West Modified EBITDA increased primarily due higher Service revenues and Commodity margins, partially offset by higher Other segment costs and expenses, an unfavorable change in Net realized gain (loss) from commodity derivatives relating to service revenues, and lower Proportional Modified EBITDA of equity-method investments.

Service revenues increased primarily due to:

•A $249 million increase in the DJ Basin region associated with the DJ Basin Acquisitions in November 2023 (see Note 3 – Acquisitions and Divestitures);

•A $35 million increase in other NGL operations associated with higher fractionation and transportation revenue due to higher volumes and higher storage fees primarily due to a new contract;

•A $14 million increase in the Wamsutter region primarily associated with higher gathering volumes from increased producer activity as well as higher volumes associated with the absence of weather-related events in first-quarter 2023;

•A $12 million increase associated with reimbursable compressor power and fuel purchases primarily due to the DJ Basin Acquisitions as previously discussed, which are offset by similar changes in Other segment costs and expenses; partially offset by

•A $45 million decrease in the Haynesville Shale region primarily due to lower gathering volumes from decreased producer activity, partially offset by higher gathering rates;

•A $31 million decrease in the Eagle Ford Shale region primarily due to lower MVC revenues;

•A $24 million decrease in the Barnett Shale region primarily due to lower gathering rates driven by unfavorable commodity pricing and lower gathering volumes.

Net realized gain (loss) from commodity derivatives relating to service revenues reflects an unfavorable change in settled commodity prices relative to Williams’ natural gas hedge positions.

Commodity margins increased $63 million primarily due to $39 million higher margins associated with the DJ Basin Acquisitions, as previously discussed. Margins also increased $21 million from Williams’ equity NGLs primarily due to lower net realized prices for natural gas purchases and lower volumes of natural gas purchased both associated with equity NGL production activities; partially offset by lower volumes of equity NGL sold and lower net realized NGL sales prices.

Other segment costs and expenses increased primarily due to higher operating and employee-related expenses including those resulting from the DJ Basin Acquisitions, as previously discussed, the absence of favorable contract settlements in first-quarter 2023, an unfavorable change in Williams’ net imbalance liability due to changes in pricing, higher reimbursable compressor power and fuel purchases which are offset in Service revenues, and the impact of a change in a practice related to payroll timing; partially offset by higher system gains and the absence of a fourth quarter 2023 write-down of assets held for sale.

Proportional Modified EBITDA of equity-method investments decreased primarily due to lower proportional results as RMM was consolidated related to the DJ Basin Acquisitions, as previously discussed, partially offset by higher volumes and higher commodity prices at OPPL.

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Gas & NGL Marketing Services

Year Ended December 31,
202520242023
(Millions)
Service revenues$$$1
Product sales (1)2,1062,0522,060
Net realized gain (loss) from commodity derivative instruments (1)(69)72115
Net unrealized gain (loss) from commodity derivative instruments138(335)702
Net gain (loss) from commodity derivatives69(263)817
Segment revenues2,1751,7892,878
Product costs (1)(1,811)(1,799)(1,786)
Net unrealized gain (loss) from commodity derivative instruments within Net processing commodity expenses2(6)(43)
Other segment costs and expenses(91)(108)(99)
Proportional Modified EBITDA of equity-method investments36
Gas & NGL Marketing Services Modified EBITDA$311$(124)$950
Commodity margins$226$325$389

________________

(1)    Included as a component of Commodity margins.

2025 vs. 2024

Gas & NGL Marketing Services Modified EBITDA increased primarily due to a favorable change in Net unrealized gain (loss) from commodity derivative instruments and higher Proportional Modified EBITDA of equity-method investments, partially offset by lower Commodity margins.

Commodity margins decreased $99 million primarily due to:

•An $83 million decrease in natural gas marketing margins, including $105 million of lower natural gas transportation capacity marketing margins due to unfavorable net realized pricing spreads. The decrease in natural gas marketing margins was partially offset by $22 million of higher natural gas storage marketing margins primarily driven by higher withdrawals in 2025 compared to 2024, partially offset by less favorable realized derivative gains;

•A $16 million decrease in NGL marketing margins including an unfavorable change in net realized gains and losses on sale of inventory in 2025 compared to 2024 driven by an unfavorable change in NGL prices.

Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and Net processing commodity expenses relates to derivative contracts that are not designated as hedges for accounting purposes. The change from 2024 is primarily due to a change in forward commodity prices relative to hedge positions in 2025 compared to 2024.

Other segment costs and expenses decreased primarily due to lower employee-related costs.

Proportional Modified EBITDA of equity-method investments increased due to the March 2025 investment in Cogentrix.

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2024 vs. 2023

Gas & NGL Marketing Services Modified EBITDA decreased primarily due to an unfavorable change in Net unrealized gain (loss) from commodity derivative instruments and lower Commodity margins.

Commodity margins decreased $64 million primarily due to:

•A $44 million decrease in natural gas marketing margins including $35 million of lower natural gas transportation capacity marketing margins due to less favorable net realized pricing spreads. The decrease in natural gas marketing margins also includes $9 million of lower natural gas storage marketing margins primarily driven by higher storage fees and less favorable realized derivative gains, partially offset by a favorable change of $14 million in lower cost or net realizable value inventory adjustment;

•A $20 million decrease in NGL marketing margins including an unfavorable change in net realized gains and losses on sale of inventory in 2024 compared to 2023 driven by unfavorable changes in non-ethane prices.

Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and Net processing commodity expenses changed from 2023 primarily due to a change in forward commodity prices relative to hedge positions in 2024 compared to 2023.

Other

Year Ended December 31,
202520242023
(Millions)
Service revenues$16$15$16
Product sales (1)580420442
Net realized gain (loss) from derivative instruments (1)363547
Net unrealized gain (loss) from derivative instruments10(26)1
Net gain (loss) from commodity derivatives46948
Net revenues from upstream operations, corporate, and other business activities.642444506
Other costs and expenses(266)(209)(197)
Net gain from Energy Transfer litigation judgment534
Proportional Modified EBITDA of equity-method investments2(2)
Modified EBITDA from upstream operations, corporate, and other business activities$376$237$841
Net realized product sales$616$455$489

________________

(1)    Included as a component of Net realized product sales.

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2025 vs. 2024

Modified EBITDA from upstream operations, corporate, and other business activities increased primarily due to:

•A $161 million increase in Net realized product sales from upstream operations consisting of a $143 million increase at the Wamsutter region and an $18 million increase at the Haynesville Shale region. The Wamsutter region increased primarily due to higher production volumes, including from the November 2024 Crowheart Acquisition, and higher net realized natural gas prices, partially offset by lower net realized oil and NGL prices. The Haynesville region benefited from higher net realized natural gas prices, partially offset by lower production volumes, associated with South Mansfield production in the Haynesville Shale region;

•A $36 million favorable change in Net unrealized gain (loss) from derivative instruments due to a change in forward commodity prices relative to hedge positions; partially offset by

•A $57 million unfavorable change in other costs and expenses primarily related to upstream operations, including an increase from the Crowheart Acquisition in November 2024, and an unfavorable change associated with regulatory assets related to the effects of deferred taxes on equity funds used during construction.

2024 vs. 2023

Modified EBITDA from upstream operations, corporate, and other business activities decreased primarily due to:

•A $34 million decrease in Net realized product sales from upstream operations primarily due to lower volumes and lower net realized commodity prices associated with Williams’ South Mansfield production in the Haynesville Shale region, and lower net realized commodity prices associated with Williams’ Wamsutter region. These decreases were partially offset by higher production volumes associated with Williams’ Wamsutter region production, including from the Crowheart Acquisition in the fourth quarter of 2024.

•A $27 million unfavorable change in Net unrealized gain (loss) from derivative instruments due to a change in forward commodity prices relative to hedge positions in 2024 compared to 2023;

•A $12 million unfavorable change in other costs and expenses primarily related to upstream operations; and

•The absence of a 2023 gain related to a favorable ruling on the final order and judgment of Williams’ complaint against Energy Transfer reflected in Net gain from Energy Transfer litigation judgment (see Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies).

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Management’s Discussion and Analysis (Continued)

Transco - Results of Operations

Year Ended December 31,
2025$ Changefrom2024*% Changefrom2024*2024
(Millions)
Revenues:
Natural gas transportation service revenues$2,874+255+10%$2,619
Natural gas storage service revenues228+28+14%200
Natural gas product sales126+8+7%118
Other service revenues35+8+30%27
Total revenues3,2632,964
Costs and expenses:
Natural gas product costs126-8-7%118
Operating and maintenance expenses509+1%510
Depreciation and amortization expenses574-29-5%545
General and administrative expenses223-7-3%216
Taxes, other than income taxes114-3-3%111
Other (income) expense – net27-62NM(35)
Total costs and expenses1,5731,465
Operating income (loss)1,690+191+13%1,499
Interest expense(332)-8-2%(324)
Interest income37-21-36%58
Allowance for equity and borrowed funds used during construction (AFUDC)35-53-60%88
Other income (expense) – net(4)+4+50%(8)
Net income (loss)$1,426+113+9%$1,313

_______

*    + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.

2025 vs. 2024

Variances due to the changes in natural gas prices and transportation volumes have little impact on revenues because, under our rate design methodology, the majority of overall cost of service is recovered through firm capacity reservation charges in Transco’s transportation rates.

Transco has cash out sales, which settle gas imbalances with shippers. In the course of providing transportation services to customers, Transco may receive different quantities of gas from shippers than the quantities delivered on behalf of those shippers. Additionally, Transco transports gas on various pipeline systems, which may deliver

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different quantities of gas on Transco’s behalf than the quantities of gas received from Transco. These transactions result in gas transportation and exchange imbalance receivables and payables. Transco’s tariff includes a method whereby the majority of transportation imbalances are settled on a monthly basis through cash out sales or purchases. The cash out sales have no impact on Transco’s operating income.

Revenues increased primarily due to:

•An increase in Natural gas transportation service revenues primarily due to additional capacity from placing the following projects into service:

◦The Regional Energy Access Expansion in August 2024;

◦The Southside Reliability Enhancement in November 2024;

◦The Texas Louisiana Energy Pathway in April 2025;

◦The Southeast Energy Connector in April 2025;

◦The Commonwealth Energy Connector in November 2025; and

◦The Alabama Georgia Connector in November 2025.

The increase in Natural gas transportation service revenues is also due to transportation rate increases effective March 1, 2025, and higher seasonal services, partially offset by one less billing day in 2025, a decrease in short-term firm transportation, and lower electric power costs in 2025. Electric power costs are recovered from Transco’s customers through transportation rates and are offset in Operating and maintenance expenses resulting in no net impact on Transco’s results of operations.

•An increase in Natural gas storage service revenues primarily due to an increase in rates.

•An increase in Natural gas product sales due to higher cash-out pricing, partially offset by lower volumes, which directly offsets in Natural gas product costs resulting in no net impact on our results of operations.

•An increase in Other service revenues due to higher park and loan services.

Natural gas product costs changed unfavorably, directly offsetting Natural gas product sales and resulting in no net impact on our results of operations.

Operating and maintenance expenses remained consistent year over year primarily due to an increase in employee-related costs offset by the absence of a 2024 change in payroll policy and lower electric power costs. Electric power costs are recovered from customers through transportation rates and are offset in Natural gas transportation service revenues resulting in no net impact on results of operations.

Depreciation and amortization expenses increased due to rate increases effective March 1, 2025, as well as assets added from projects placed into service, partially offset by a decrease in ARO related depreciation (offset in Other income (expense) – net resulting in no net impact on Transco’s results of operations).

General and administrative expenses increased due to higher corporate allocations and employee-related costs, partially offset by the absence of a 2024 change in payroll policy.

Other (income) expense – net changed unfavorably primarily driven by changes in charges and credits associated with the rate case at Transco, and an unfavorable change in the deferral of ARO-related depreciation (offset in Depreciation and amortization expenses resulting in no net impact on Transco’s results of operations).

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Interest income decreased primarily due to a decrease in affiliated interest income associated with advances to Williams.

Allowance for equity and borrowed funds used during construction (AFUDC) decreased as a result of lower capital expenditures.

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NWP - Results of Operations

Year Ended December 31,
2025$ Changefrom2024*% Changefrom2024*2024
(Millions)
Revenues:
Natural gas transportation service revenues$434$+18+4%$416
Natural gas storage service revenues15%15
Other service revenues9-4-31%13
Total revenues458444
Costs and expenses:
Operating and maintenance expenses96-1-1%95
Depreciation and amortization expenses117-6-5%111
General and administrative expenses49+2+4%51
Taxes, other than income taxes15-1-7%14
Other (income) expense - net(13)-5-28%(18)
Total costs and expenses264253
Operating income (loss)194+3+2%191
Interest expense(28)%(28)
Allowance for equity and borrowed funds used during construction (AFUDC)9-1-10%10
Other income (expense) – net6-1-14%7
Net income (loss)$181$+1+1%$180

_______

*    + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.

2025 vs. 2024

Variances due to changes in natural gas prices and transportation volumes have little impact on revenues because, under our rate design methodology, the majority of overall cost of service is recovered through firm capacity reservation charges in NWP’s transportation rates.

Revenues increased primarily due to:

•An increase in Natural gas transportation service revenues primarily due to rate increases effective April 1, 2025, and an increase in long-term firm transportation, partially offset by one less billing day in 2025 and a decrease in short-term firm transportation;

•Partially offset by a decrease in Other service revenues from lower park and loan services.

Depreciation and amortization expenses increased due to additional assets placed in service.

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General and administrative expenses decreased primarily due to the absence of lease termination expense incurred in the prior year.

Other (income) expense - net decreased primarily due to the recognition of a regulatory liability to be returned to rate payers for excess deferred income taxes.

Allowance for equity and borrowed funds used during construction (AFUDC) decreased as a result of lower capital expenditures.

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Management’s Discussion and Analysis (Continued)

Management’s Discussion and Analysis of Financial Condition and Liquidity

Overview

Williams

During 2025, investing and financing expenditures included $4.9 billion of capital expenditures, including the Rimrock, Saber, and Driftwood Pipeline asset purchases as well as Power Innovation projects; $2.4 billion of dividends paid to common shareholders; and $0.5 billion of investments in unconsolidated affiliates, including Cogentrix and Louisiana LNG. These expenditures were funded primarily by $5.9 billion of cash provided by operating activities and $2.4 billion of net borrowing activity in 2025. Williams ended the year with $63 million of Cash and cash equivalents. See also the following section titled Sources (Uses) of Cash.

The June 2025 Saber Asset Purchase included the retention of $113 million of Saber’s debt, which was separately repaid in full within the same month. On January 3, 2025, Williams paid the remaining $100 million of the Gulf Coast Storage Acquisition purchase price obligation (see Note 3 – Acquisitions and Divestitures).

Outlook

Williams’ growth capital and investment expenditures in 2026 are expected to range from $6.1 billion to $6.7 billion, as previously discussed in Company Outlook.

On January 8, 2026, Williams issued $2.8 billion of long-term debt (see Note 13 – Debt and Banking Arrangements).

As of December 31, 2025, Williams, including consolidated subsidiaries, had $1.3 billion of long-term debt due within one year. Williams’ potential sources of liquidity available to address these maturities include cash on hand, proceeds from refinancing, the credit facility, or the commercial paper program, as well as proceeds from asset monetizations.

Liquidity

Williams expects to have sufficient liquidity to manage its businesses in 2026 based on forecasted levels of cash flow from operations and other sources of liquidity. Williams’ potential material internal and external sources and uses of liquidity are as follows:

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Sources:
Cash and cash equivalents on hand
Cash generated from operations
Distributions from equity-method investees
Utilization of the credit facility and/or commercial paper program
Cash proceeds from issuance of debt and/or equity securities
Proceeds from asset monetizations
Uses:
Working capital requirements
Capital and investment expenditures
Product costs
Gas & NGL Marketing Services payments for transportation and storage capacity and gas supply
Other operating costs including human capital expenses
Quarterly dividends to shareholders
Repayments of borrowings under the credit facility and/or commercial paper program
Debt service payments, including payments of long-term debt
Distributions to noncontrolling interests
Share repurchase program

As of December 31, 2025, Williams had $27.3 billion of long-term debt due after one year. Potential sources of liquidity available to address these maturities include cash generated from operations, proceeds from refinancing, the credit facility, the commercial paper program, and proceeds from asset monetizations.

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

As of December 31, 2025, Williams had a working capital deficit of $2.9 billion, including cash and cash equivalents and long-term debt due within one year. As discussed above, Williams issued $2.8 billion of long-term debt in January 2026. Williams’ available liquidity is as follows:

December 31, 2025
(Millions)
Cash and cash equivalents$63
Capacity available under Williams’ $3,750 million credit facility, less amounts outstanding under Williams’ $3,500 million commercial paper program (1)3,050
$3,113

__________

(1)In managing its available liquidity, Williams does not expect a maximum outstanding amount in excess of the capacity of its credit facility inclusive of any outstanding amounts under its commercial paper program. Williams had $700 million of Commercial paper outstanding at December 31, 2025. Through December 31, 2025, the highest amount outstanding under the commercial paper program and credit facility during 2025 was $898 million. Williams expects to be in compliance with the financial covenants associated with the credit facility for the December 31, 2025, reporting period.

Dividends

Williams increased the regular quarterly cash dividend to common stockholders by approximately 5 percent from $0.475 per share paid in each quarter of 2024, to $0.500 per share paid in each quarter of 2025. On January 27, 2026, Williams’ board of directors approved a regular quarterly dividend of $0.525 per share payable on March 30, 2026.

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Registrations

In February 2024, Williams filed a shelf registration statement as a well-known seasoned issuer.

Distributions from Equity-Method Investees

The organizational documents of entities in which Williams has an equity-method investment generally require periodic distributions of their available cash to their members. In each case, available cash is reduced, in part, by reserves appropriate for operating their respective businesses. See Note 8 – Investing Activities for our more significant equity-method investees.

Credit Ratings

The interest rates at which Williams is able to borrow money are impacted by its credit ratings, which are currently as follows:

Rating AgencyOutlookSenior Unsecured Debt Rating
S&P Global RatingsStableBBB+
Moody’s Investors ServicePositiveBaa2
Fitch RatingsPositiveBBB

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

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Sources (Uses) of Cash

The following table summarizes the sources (uses) of cash and cash equivalents for each of the periods presented in Williams’ Consolidated Statement of Cash Flows:

Cash FlowYear Ended December 31,
Category202520242023
(Millions)
Sources of cash and cash equivalents:
Net cash provided (used) by operating activitiesOperating$5,898$4,974$5,938
Proceeds from long-term debt (Note 13)Financing4,9403,5942,755
Proceeds from commercial paper – netFinancing245372
Proceeds from dispositions of equity-method investments (Note 8)Investing161
Proceeds from sale of business (Note 3)Investing346
Uses of cash and cash equivalents:
Capital expendituresInvesting(4,893)(2,573)(2,516)
Common dividends paidFinancing(2,442)(2,316)(2,179)
Payments of long-term debtFinancing(2,827)(2,946)(634)
Purchases of and contributions to equity-method investmentsInvesting(511)(114)(141)
Dividends and distributions paid to noncontrolling interestsFinancing(259)(242)(213)
Purchases of businesses, net of cash acquired (Note 3)Investing(1)(2,244)(1,568)
Payments of commercial paper – netFinancing(269)
Purchases of treasury stockFinancing(130)
Other sources / (uses) – netFinancing and Investing(147)(115)(32)
Increase (decrease) in cash and cash equivalents$3$(2,090)$1,998

Operating activities

The factors that determine Williams’ operating activities are largely the same as those that affect Net income (loss), with the exception of noncash items such as Depreciation, depletion, and amortization, Provision (benefit) for deferred income taxes, Equity (earnings) losses, Net unrealized (gain) loss from commodity derivative instruments, Gain on sale of business, Impairment or write-off of certain assets, Gain on disposition of equity-method investments, Gain on remeasurement of equity-method investments, Inventory write-downs, and Amortization of stock-based awards.

Williams’ Net cash provided (used) by operating activities in 2025 increased from 2024 primarily due to higher operating income (excluding noncash items previously discussed), along with favorable changes in margin requirements.

Williams’ Net cash provided (used) by operating activities in 2024 decreased from 2023 primarily due to unfavorable changes in margin requirements, lower operating income (excluding noncash items previously discussed), and unfavorable changes in net operating working capital.

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MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000107263-25-000031.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-25. Report date: 2024-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Combined Management’s Discussion and Analysis of Financial Condition and Results of OperationsPage
General56
Company Outlook59
Critical Accounting Estimates62
Results of Operations65
Williams65
Transco78
NWP81
Management’s Discussion and Analysis of Financial Condition and Liquidity83

General

Williams is an energy company committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Its operations are located in the United States.

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

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

Consistent with the manner in which Williams’ chief operating decision maker evaluates performance and allocates resources, Williams’ operations are conducted, managed, and presented within the following reportable segments: Transmission & Gulf of America, Northeast G&P, West, and Gas & NGL Marketing Services. All remaining business activities, including upstream operations, certain new energy ventures, and corporate activities, are included in Other. Williams’ reportable segments are comprised of the following business activities:

•Transmission & Gulf of America is comprised of the Transco, NWP, and MountainWest interstate natural gas pipelines, 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 Discovery, a former 60 percent equity-method investment in which Williams acquired the remaining ownership interest in August 2024 (see Note 3 – Acquisitions and Divestitures), a 51 percent interest in Gulfstar One, and a 50 percent equity-method investment in Gulfstream. Transmission & Gulf of America also includes natural gas storage facilities and pipelines providing services in north Texas, and also in Louisiana and Mississippi related to the January 2024 Gulf Coast Storage Acquisition (see Note 3 – Acquisitions and Divestitures).

•Northeast G&P is comprised of 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 Northeast JV which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal which operates in Ohio, a 69 percent equity-method

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investment in Laurel Mountain, a 50 percent equity-method investment in Blue Racer, and Appalachia Midstream Investments.

•West is comprised of 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 east Texas and northwest Louisiana, the Mid-Continent region which includes the Anadarko and Permian basins, and the DJ Basin of Colorado which includes RMM, a former 50 percent equity-method investment in which Williams acquired the remaining ownership interest in November 2023 (see Note 3 – Acquisitions and Divestitures). This segment also includes NGL storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, and a 50 percent equity-method investment in OPPL.

•Gas & NGL Marketing Services is comprised of 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.

Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to Williams’ current continuing operations and should be read in conjunction with the financial statements and notes thereto included in Part II, Item 8 of this report.

Dividends

In December 2024, Williams paid a regular quarterly dividend of $0.4750 per share. On January 28, 2025, Williams’ board of directors approved a regular quarterly dividend of $0.5000 per share payable on March 31, 2025.

Overview of Year Ended December 31, 2024

Net income (loss) attributable to The Williams Companies, Inc. for the year ended December 31, 2024, decreased $954 million compared to the year ended December 31, 2023. Further discussion of the results is found in this report in the Results of Operations.

Recent Developments

Transco FERC Rate Case Filing

On August 30, 2024, Transco filed a general rate case with the FERC for an overall increase in rates. In September 2024, with the exception of certain rates that reflected a rate decrease, the FERC accepted and suspended Transco’s general rate filing to be effective March 1, 2025, subject to refund and the outcome of hearing procedures established by the FERC. The specific rates that reflected a rate decrease were accepted, without suspension, to be effective October 1, 2024, as requested by Transco, and will not be subject to refund. The impact of the rates reflecting a rate decrease is expected to reduce revenues by approximately $1 million per month beginning October 1, 2024.

Expansion Project Updates

Significant expansion project updates for the period, including projects placed into service are described below. Ongoing major expansion projects are discussed later in Company Outlook.

Transmission & Gulf of America

Deepwater Whale Project

In August 2021, Williams 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 its existing Western Gulf of America offshore infrastructure via a 26-mile gas lateral pipeline from the

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Whale platform to the existing Perdido gas pipeline and adds a new 124-mile oil pipeline from the Whale platform to Williams’ existing junction platform. This project was placed into service in January 2025.

Southside Reliability Enhancement

In July 2023, Transco received approval from the FERC for the project, which involves 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. This project went into service in the fourth quarter of 2024. The project increased capacity by 423 Mdth/d.

Regional Energy Access

In January 2023, Transco 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. Transco placed approximately half of the project into service in the fourth quarter of 2023 and placed the remainder of the project into service in August 2024. The project increased capacity by 829 Mdth/d.

On January 24, 2025, the FERC issued an Order on Remand Reinstating Certificate and Abandonment Authorization (Remand Order) for the project. The Remand Order was issued in response to the D.C. Circuit Court of Appeals’ decision in New Jersey Conservation Foundation, et al., v. FERC, which vacated the FERC certificate order for the project and remanded the matter to the FERC for appropriate action. In the Remand Order, the FERC (1) continued to find that the project is needed, (2) affirmed its decision not to make a significance determination regarding greenhouse gas emissions, (3) considered Transco’s measures to reduce greenhouse gas emissions, and (4) concluded that the benefits of the project outweigh the adverse impacts. Accordingly, the Remand Order reinstated the certificate and abandonment authority for the project as issued in the FERC’s original certificate order. The authorization took effect upon the issuance of the mandate by the D.C. Circuit Court of Appeals, which occurred on January 29, 2025.

Data Center Power Projects

Williams continues to pursue projects to support the power demands created by new data center development. Williams is in the process of ordering major equipment and long-lead time items for the most mature of these expected projects. These advanced purchases are supported by reimbursement agreements from the potential customer.

Acquisitions and Divestitures

Crowheart Acquisition

As of December 31, 2023, Williams had an agreement regarding certain crude oil and natural gas properties in the Wamsutter basin in Wyoming under which it owned a 75 percent undivided interest in each well’s working interest and proportionally consolidated its undivided interest. On November 1, 2024, Williams closed on the acquisition of a third-party operator, Crowheart Energy, LLC, for $307 million cash, subject to working capital and post-closing adjustments. After closing on the acquisition, Williams owns more than a 90 percent working interest in each well. The purpose of this acquisition was to consolidate Williams’ interests in the Wamsutter basin and further optimize development in the area to continue to supply its gathering and processing assets (see Note 3 – Acquisitions and Divestitures).

Discovery Acquisition

As of December 31, 2023, Williams owned a 60 percent interest in Discovery, which it accounted for as an equity-method investment. On August 1, 2024, Williams closed on the acquisition of the remaining 40 percent interest in Discovery, along with certain other assets, for $170 million cash, subject to working capital and post-closing adjustments. As a result of acquiring this additional interest, Williams obtained control and subsequently consolidates Discovery. Williams recognized a $127 million gain on remeasuring its existing equity-method

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investment to fair value included in Other investing income (loss) – net in the Consolidated Statement of Income in the third quarter of 2024. The purpose of this acquisition was to expand Williams’ gathering, processing, and transportation presence in the Gulf of America region. Discovery continues to be reported within the Transmission & Gulf of America segment (see Note 3 – Acquisitions and Divestitures).

Sale of Aux Sable interest

Also on August 1, 2024, Williams completed the sale of its equity-method investments in Aux Sable in Williams’ Northeast G&P segment for total consideration of $161 million. As a result of this sale, Williams recorded a gain of $149 million included in Other investing income (loss) – net in the Consolidated Statement of Income in the third quarter of 2024 (see Note 8 – Investing Activities).

Gulf Coast Storage Acquisition

On January 3, 2024, Williams closed on the acquisition from Hartree Partners LP for $1.95 billion of 100 percent of a strategic portfolio of natural gas storage facilities and pipelines, located in Louisiana and Mississippi. The purpose of this acquisition, which is reported in the Transmission & Gulf of America segment, was to expand Williams’ natural gas storage footprint in the Gulf Coast region. The Gulf Coast Storage Acquisition was funded with cash on hand and $100 million of deferred consideration. On January 3, 2025, Williams paid the remaining $100 million of the Gulf Coast Storage Acquisition purchase price obligation (see Note 3 – Acquisitions and Divestitures).

Company Outlook

Williams’ strategy is to provide a large-scale, reliable, and clean energy infrastructure designed to maximize the opportunities created by the vast supply of natural gas and natural gas products that exists in the United States. Williams accomplishes this by connecting the growing demand for cleaner fuels and feedstocks with our major positions in the premier natural gas and natural gas products supply basins. Williams continues to maintain a strong commitment to safety, environmental stewardship including seeking opportunities for renewable energy ventures, operational excellence, and customer satisfaction. Williams believes that accomplishing these goals will position us to deliver safe, reliable, clean energy services to its customers and an attractive return to shareholders. Williams’ business plan for 2025 includes a continued focus on earnings and cash flow growth.

In 2025, Williams’ operating results are expected to benefit from the continued growth in the Transmission & Gulf of America segment, primarily reflecting the impacts of numerous expansion projects at Transco and the Gulf of America. Additionally, growth in 2025 includes the impact of the Transco rate case and higher gathering and processing results associated with growth in the DJ Basin and the Northeast.  Williams also expects increases in Haynesville Shale volumes, including partial year impact of the Louisiana Energy Gateway expansion project and higher expected results from its upstream operations, including the full year impact of the Crowheart Acquisition.  These increases are partially offset by a modest increase in expenses and lower expected Eagle Ford results in our West segment related to minimum volume commitment reductions.

Williams seeks to maintain a strong financial position and liquidity, as well as manage a diversified portfolio of safe, clean, and reliable energy infrastructure assets that continue to serve key growth markets and supply basins in the United States. Williams’ growth capital and investment expenditures in 2025 are expected to range from $1.65 billion to $1.95 billion, excluding acquisitions. Growth capital spending in 2025 primarily includes projects supporting growth in the Haynesville Shale basin (including the Louisiana Energy Gateway expansion project), Transco expansions, all of which are fully contracted with firm transportation agreements, and projects supporting the Northeast G&P business. Williams also expects to invest capital in the development of its upstream oil and gas properties. In addition to growth capital and investment expenditures, Williams also remains committed to projects that maintain its assets for safe and reliable operations, as well as projects that reduce emissions, and meet legal, regulatory, and/or contractual commitments.

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

•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;

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

•Counterparty credit and performance risk;

•Unexpected significant increases in capital expenditures or delays in capital project execution, including increases from inflation or delays caused by supply chain disruptions;

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

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

•General economic, financial markets, or industry downturns, including increased inflation, interest rates, or tariffs;

•Physical damages to facilities, including damage to offshore facilities by weather-related events;

•Other risks set forth under Part I, Item 1A. Risk Factors.

Expansion Projects

Williams’ ongoing major expansion projects include the following:

Transmission & Gulf of America

Deepwater Shenandoah Project

In June 2021, Williams 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 existing Gulf of America offshore infrastructure connecting to a third-party 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. Williams plans to place the project into service in the second quarter of 2025.

Overthrust Westbound Compression Expansion

In October 2024, MountainWest received approval from the FERC for the project, which involves an expansion of MountainWest’s existing natural gas transmission system to provide incremental firm transportation capacity from multiple receipt points in Wamsutter, Wyoming to a delivery point in Opal, Wyoming. MountainWest plans 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 325 Mdth/d.

Texas to Louisiana Energy Pathway

In January 2024, Transco received approval from 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. Transco plans to place the project into service during 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.

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Southeast Energy Connector

In November 2023, Transco received approval from the FERC for the project, which involves 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. Transco plans to place the project into service in the second quarter of 2025, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 150 Mdth/d.

Commonwealth Energy Connector

In November 2023, Transco received approval from 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. Transco plans 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.

Alabama Georgia Connector

In March 2024, Transco received approval from the FERC for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Transco’s Station 85 pooling point in Alabama to customers in Georgia. Transco plans 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 64 Mdth/d.

Southeast Supply Enhancement

In October 2024, Transco filed a certificate 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 from receipt points in Virginia to delivery points in Virginia, North Carolina, South Carolina, Georgia, and Alabama. Transco plans to place the project into service as early as the fourth quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 1,597 Mdth/d.

Gillis West

Transco plans to file the prior notice application for the project with the FERC in 2025, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Louisiana to delivery points in Texas. Transco plans 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 115 Mdth/d.

Ryckman Creek Loop

NWP plans to file the prior notice application for the project with the FERC in 2025. The Ryckman Creek Loop expansion involves an expansion of NWP’s existing natural gas transmission system to provide incremental firm transportation capacity from a receipt point in northeast Oregon (Stanfield) to multiple delivery points in southwest Wyoming. NWP plans 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 50 MDth/d.

Stanfield South Project

The Stanfield South Project on NWP’s existing natural gas transmission system will provide year-round transportation capacity from the Stanfield receipt point in Oregon to multiple delivery points in Idaho. NWP plans 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 80 Mdth/d.

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Naughton Coal-to-Gas Conversion

The Naughton Coal-to-Gas Conversion project on NWP’s existing natural gas transmission system will provide year-round transportation capacity to a power plant in southwest Wyoming. NWP plans to place the project into service as early as the second quarter of 2026, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 98 Mdth/d.

Kelso-Beaver Reliability Project

The Kelso-Beaver Reliability project on NWP’s existing natural gas transmission system will provide year-round transportation capacity to various receipt and delivery points in Oregon. NWP plans to file the certificate application with the FERC in 2025. NWP plans to place the project into service during the fourth quarter of 2028, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 183 Mdth/d.

Huntingdon Connector

The Huntingdon Connector project on NWP’s existing natural gas transmission system will provide year-round transportation capacity from the Sumas receipt point to various delivery points in Washington. NWP plans to file the prior notice application for the project with the FERC in 2026. NWP plans to place the project in service during the fourth quarter of 2026, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 87 Mdth/d.

Wild Trail Expansion

The Wild Trail Expansion project on NWP’s existing natural gas transmission system will provide year-round transportation capacity from the White River Hub receipt point in western Colorado to various delivery points in southwest Wyoming and southern Colorado. This project is fully subscribed by an affiliate within Williams’ Gas & NGL Marketing Services segment. NWP plans to file the certificate application with the FERC in 2025. NWP plans to place the project in service during the fourth quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 83 Mdth/d.

West

Louisiana Energy Gateway

In August 2024, Williams began construction activities on new natural gas gathering assets which are expected to gather 1.8 Bcf/d of natural gas produced in the Haynesville Shale basin for delivery to premium markets, including Transco, industrial markets, and growing LNG export demand along the Gulf Coast. This project is expected to go into service in the third quarter of 2025.

Haynesville Gathering Expansion

In February 2023, Williams announced its agreement with a third party to facilitate natural gas production growth in the Haynesville Shale basin. Williams is constructing a greenfield gathering system in support of the third party’s 26,000-acre dedication. The system, once completed, will provide natural gas gathering services to the third party. The third party has also agreed to a long-term capacity commitment on Williams’ Louisiana Energy Gateway expansion project. This project is expected to go into service in third quarter 2025.

Critical Accounting Estimates

Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. The nature of these estimates and assumptions is material due to the subjectivity and judgment necessary, or the susceptibility of such matters to change, and the impact of these on the financial condition or results of operations.

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Williams’ Pension and Postretirement Obligations

Williams has pension and other postretirement benefit plans that require the use of assumptions and estimates to determine the benefit obligations and costs. These estimates and assumptions involve significant judgment and actual results will likely be different than anticipated. Estimates and assumptions utilized include the expected long-term rates of return on plan assets, discount rates, cash balance interest crediting rate, and employee demographics, including retirement age and mortality. These assumptions are reviewed annually and adjustments are made as needed. The assumptions utilized to compute the benefit obligations and costs are shown in Note 7 – Employee Benefit Plans.

The following table presents the estimated increase (decrease) in net periodic benefit cost and obligations resulting from a one-percentage-point change in the specific assumption.

Benefit CostBenefit Obligation
One- Percentage- Point IncreaseOne- Percentage- Point DecreaseOne- Percentage- Point IncreaseOne- Percentage- Point Decrease
(Millions)
Pension benefits:
Discount rate$3$(4)$(62)$71
Expected long-term rate of return on plan assets(11)11
Cash balance interest crediting rate4(4)45(39)
Other postretirement benefits:
Discount rate(3)3(11)14
Expected long-term rate of return on plan assets(3)3

Williams’ expected long-term rates of return on plan assets, as determined at the beginning of each fiscal year, are based on historical returns, forward-looking capital market expectations of at least 10 years from Williams’ third-party independent investment advisor, as well as the investment strategy and relative weightings of the asset classes within the investment portfolio. Williams’ expected long-term rate of return on plan assets used for Williams’ pension plans was 5.31 percent in 2024. The 2024 actual return on plan assets for Williams’ pension plans was approximately 8.0 percent. The 10-year average rate of return on pension plan assets through December 2024 was approximately 6.6 percent. The expected rates of return on plan assets are long-term in nature and are not significantly impacted by short-term market performance.

The discount rates for Williams’ pension and other postretirement benefit plans are determined separately based on an approach specific to Williams’ plans, which considers a yield curve of high-quality corporate bonds and the duration of the expected benefit cash flows of each plan.

The cash balance interest crediting rate assumption represents the average long-term rate by which the pension plans’ cash balance accounts are expected to grow. Interest on the cash balance accounts is based on the 30-year U.S. Treasury securities rate.

Regulatory Accounting

Transco and NWP are regulated by the FERC. Accounting Standards Codification (ASC) Topic 980, “Regulated Operations,” (ASC 980) provides that certain costs that would otherwise be charged to expense should be deferred as regulatory assets, based on the expected recovery from customers in future rates. Likewise, certain actual or anticipated credits that would otherwise reduce expense should be deferred as regulatory liabilities, based on the expected return to customers in future rates. Management’s expected recovery of deferred costs and return of deferred credits generally results from specific decisions by regulators granting such ratemaking treatment. Transco and NWP record certain incurred costs and obligations as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refunded in future rates.

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Accounting for businesses that are regulated and apply the provisions of ASC 980 can differ from the accounting requirements for non-regulated businesses. Transactions that are recorded differently as a result of regulatory accounting requirements include the capitalization of an equity return component on regulated capital projects, capitalization of other project costs, retirements of general plant assets, levelized cost of service, employee-related benefits, environmental costs, negative salvage, asset retirement obligations (ARO) and other costs and taxes included in, or expected to be included in, future rates. As rate-regulated entities, Transco’s and NWP’s management has determined that it is appropriate to apply the accounting prescribed by ASC 980 and, accordingly, the accompanying financial statements include the effects of the types of transactions described above that result from regulatory accounting requirements. Management’s assessment of the probability of recovery or pass through of regulatory assets and liabilities requires judgment and interpretation of laws and regulatory commission orders. If, for any reason, either Transco or NWP ceases to meet the criteria for application of regulatory accounting treatment for all or part of our operations, the regulatory assets and liabilities related to those portions ceasing to meet such criteria would be eliminated from the Balance Sheet and included in the Statement of Net Income for the period in which the discontinuance of regulatory accounting treatment occurs and can be estimated, unless otherwise required to be recorded under other provisions of U.S. generally accepted accounting principles.

The aggregate amount of regulatory assets reflected on Transco’s and NWP’s Balance Sheets at December 31, 2024, is $394 million and $55 million, respectively. The aggregate amount of regulatory liabilities reflected on Transco’s and NWP’s Balance Sheets at December 31, 2024, is $1.0 billion and $253 million, respectively. A summary of regulatory assets and liabilities is included in Note 10 – Regulatory Assets and Liabilities.

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Results of Operations

Williams’ Consolidated Overview

The following table and discussion is a summary of Williams’ consolidated results of operations for the three years ended December 31, 2024, and should be read in conjunction with the results of operations by segment, as discussed in further detail following this consolidated overview discussion.

Year Ended December 31,
2024$ Changefrom2023*% Changefrom2023*2023$ Changefrom2022*% Changefrom2022*2022
(Dollars in millions)
Revenues:
Service revenues$7,628+602+9%$7,026+490+7%$6,536
Product sales and service revenues – commodity consideration3,125+200+7%2,925-1,891-39%4,816
Net gain (loss) from commodity derivatives(250)-1,206NM956+1,343NM(387)
Total revenues10,50310,90710,965
Costs and expenses:
Product costs and net processing commodity expenses2,118-83-4%2,035+1,422+41%3,457
Operating and maintenance expenses2,179-195-10%1,984-167-9%1,817
Depreciation and amortization expenses2,219-148-7%2,071-62-3%2,009
Selling, general, and administrative expenses708-43-6%665-29-5%636
Gain on sale of business-129-100%(129)+129NM
Other (income) expense – net(60)+30+100%(30)+58NM28
Total costs and expenses7,1646,5967,947
Operating income (loss)3,3394,3113,018
Equity earnings (losses)560-29-5%589-48-8%637
Other investing income (loss) – net343+235NM108+92NM16
Interest expense(1,364)-128-10%(1,236)-89-8%(1,147)
Net gain from Energy Transfer litigation judgment-534-100%534+534NM
Other income (expense) – net108+9+9%99+81NM18
Income (loss) before income taxes2,9864,4052,542
Less: Provision (benefit) for income taxes640+365+36%1,005-580-136%425
Income (loss) from continuing operations2,3463,4002,117
Income (loss) from discontinued operations+97+100%(97)-97NM
Net income (loss)2,3463,3032,117
Less: Net income attributable to noncontrolling interests121+3+2%124-56-82%68
Net income (loss) attributable to The Williams Companies, Inc.$2,225-954-30%$3,179+1,130+55%$2,049

_______

*    + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.

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2024 vs. 2023

Service revenues increased primarily due to:

•Higher volumes from the November 2023 DJ Basin Acquisitions at the West segment and the January 2024 Gulf Coast Storage, August 2024 Discovery, and February 2023 MountainWest Acquisitions at the Transmission & Gulf of America segment; partially offset by lower volumes from the September 2023 sale of certain liquids pipelines at the Transmission & Gulf of America segment (See Note 3 – Acquisitions and Divestitures),

•Higher revenues associated with expansion projects at the Transmission & Gulf of America segment, partially offset by

•Lower gathering volumes at the West and Northeast G&P segments.

The net sum of Product sales and service revenues – commodity consideration, Product costs and net processing commodity expenses, and net realized gains and losses on commodity derivatives related to sales of product and shrink gas purchases for processing plants for the reportable segments comprise Commodity Margins. Service revenues - commodity consideration represent payments received in the form of commodities for processing services provided. Most of these commodity volumes are sold during the month processed and are offset within Product costs and net processing commodity expenses. The sum of Product sales and net realized gains and losses on commodity derivatives related to the upstream operations comprise Net realized product sales.

The Product sales and service revenues – commodity consideration increase primarily consists of:

•Higher marketing sales activities primarily at the West segment primarily related to the DJ Basin Acquisitions and Transmission & Gulf of America segment primarily related to the Discovery Acquisition, as previously discussed; partially offset by lower marketing sales activities related to NGLs at the Gas & NGL Marketing Services segment, primarily related to activity associated with the sale certain liquids pipelines, as previously discussed. Net natural gas marketing sales were impacted by higher storage costs; partially offset by

•Lower system management gas sales primarily at the Transmission & Gulf of America segment;

•Lower product sales from upstream operations; partially offset by higher volumes from the November 2024 Crowheart Acquisition at Other (See Note 3 – Acquisitions and Divestitures);

•Lower equity NGL sales and commodity consideration revenues associated with NGL production activity primarily at the West segment; partially offset by higher activity in the Transmission & Gulf of America segment primarily due to the Discovery Acquisition, as previously discussed.

As Williams is acting as agent for natural gas marketing customers, its natural gas marketing product sales are presented net of the related costs of those activities within the Gas & NGL Marketing Services segment.

Net gain (loss) from commodity derivatives includes realized and unrealized gains and losses from derivative instruments reflected within Total revenues primarily in the Gas & NGL Marketing Services and West segments, and at Other (see Note 17 – Commodity Derivatives).

Williams experiences 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 capacity portfolios as well as upstream-related production. However, the unrealized fair value measurement gains and losses are generally offset by valuation changes in the economic value of the underlying production or transportation and storage capacity contracts, which are not recognized until the underlying transaction occurs.

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The Product costs and net processing commodity expenses increase primarily consists of:

•Higher marketing activities primarily at the West segment primarily related to the DJ Basin Acquisitions and Transmission & Gulf of America segment primarily related to the Discovery Acquisition, as previously discussed; partially offset by lower marketing activities primarily related to NGLs at the Gas & NGL Marketing Services segment; partially offset by

•Lower shrink natural gas purchases and commodity consideration costs associated with Williams’ equity NGL production activities primarily at the West segment.

Operating and maintenance expenses increased primarily due to operating costs of the assets acquired at the West and Transmission & Gulf of America segments; as well as unfavorable changes in employee-related costs, including the impact of a change in a practice related to payroll timing; and the net imbalance liability due to changes in pricing.

Depreciation and amortization expenses increased primarily related to the assets acquired at the Transmission & Gulf of America and West segments and an increase at Transco related to additional assets placed in service. The increase is partially offset by lower amortization of intangibles related to the acquisition of Sequent Energy Management, L.P. and Sequent Energy Canada, Corp. (Sequent) in 2021.

Selling, general, and administrative expenses increased primarily due to employee-related costs, including the impact of a change in a practice related to payroll timing, partially offset by lower acquisition and transition-related costs associated with the MountainWest Acquisition (see Note 3 – Acquisitions and Divestitures).

Gain on sale of business reflects a gain from the sale of certain liquids pipelines in the Transmission & Gulf of America segment in 2023, as previously discussed.

Other (income) expense – net within Operating income (loss) includes lower project feasibility costs at our Transmission & Gulf of America segment; partially offset by the absence of a 2023 gain related to a contract settlement.

Equity earnings (losses) changed unfavorably primarily due to the impacts of the consolidation of RMM and Discovery, as previously discussed, and the sale of the interests in Aux Sable (see Note 8 – Investing Activities), partially offset by the absence of the share of a loss contingency accrual in 2023 at Aux Sable and favorable results at OPPL.

Other investing income (loss) – net includes gains on the sale of the interests in Aux Sable and the gain on remeasuring the existing equity-method investment in Discovery to fair value with the acquisition of the remaining 40 percent ownership, as previously discussed, partially offset by the absence the 2023 gain on remeasuring the existing equity-method investment in RMM to fair value with the acquisition of the remaining 50 percent ownership (see Note 8 – Investing Activities).

The increase in Interest expense was primarily due to Williams’ 2023 and 2024 debt issuances, and imputed interest on deferred consideration obligations related to the DJ Basin and Gulf Coast Storage Acquisitions, as previously discussed, partially offset by 2023 and 2024 debt retirements (see Note 13 – Debt and Banking Arrangements).

Net gain from Energy Transfer litigation judgment resulted from a favorable ruling on the final order and judgment of Williams’ complaint against Energy Transfer in 2023 (see Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies).

Provision (benefit) for income taxes changed favorably primarily due to lower pre-tax income and a higher benefit associated with decreases in Williams’ estimate of the state deferred income tax rate in both periods. See Note 6 – Provision (Benefit) for Income Taxes for a discussion of the effective tax rate compared to the federal statutory rate for both periods.

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Income (loss) from discontinued operations in 2023 includes a pre-tax charge of $125 million to increase the accrued liability associated with the Alaska refinery contamination litigation, partially offset by the related income tax effect (see Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies).

2023 vs. 2022

Service revenues increased primarily due to:

•Higher volumes from acquisitions at the Transmission & Gulf of America segment;

•Higher volumes and rates at the Northeast G&P segment; partially offset by

•Lower rates, partially offset by higher volumes at the West segment.

The Product sales and service revenues – commodity consideration decrease primarily consists of:

•Lower marketing sales activities at the Gas & NGL Marketing Services segment;

•Lower sales from upstream operations at Other;

•Lower equity NGL sales prices primarily at the West and Transmission & Gulf of America segments;

•Lower system management gas sales primarily at the West and Transmission & Gulf of America segments.

Net gain (loss) from commodity derivatives includes realized and unrealized gains and losses from derivative instruments reflected within Total revenues primarily in the Gas & NGL Marketing Services and West segments, and at Other.

The Product costs and net processing commodity expenses decrease primarily consists of:

•Lower marketing activities at the Gas & NGL Marketing Services segment;

•Lower costs associated with NGLs acquired as commodity consideration related to Williams’ equity NGL production activities;

•Lower system management gas purchases primarily at the West and Transmission & Gulf of America segments.

•Unfavorable change in unrealized gains and losses from commodity derivatives related to processing plant shrink gas purchases;

•Partially offset by lower natural gas purchases due to lower prices associated with Williams’ equity NGL production activities primarily at the West and Transmission & Gulf of America segments.

Operating and maintenance expenses increased primarily due to higher operating costs, including increased costs associated with the February 2023 MountainWest Acquisition, the April 2022 Trace Acquisition, and the August 2022 NorTex Asset Purchase, and increased scope and timing of operating and maintenance activities.

Depreciation and amortization expenses increased primarily related to the upstream assets, and assets acquired in the February 2023 MountainWest Acquisition, the April 2022 Trace Acquisition, and the August 2022 NorTex Asset Purchase. The increase is partially offset by lower amortization of intangibles related to the acquisition of Sequent in 2021.

Selling, general, and administrative expenses increased primarily due to acquisition and transition-related costs associated with the MountainWest Acquisition.

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Gain on sale of business resulted from the sale of certain liquids pipelines in the Gulf Coast region, as previously discussed.

Other (income) expense – net within Operating income (loss) changed favorably primarily due to:

•A favorable change associated with regulatory liabilities established for the impacts of deferred income taxes at NWP and the absence of 2022 regulatory charges associated with a decrease in Transco’s estimated deferred state income tax rate;

•The absence of a 2022 loss related to Eminence storage cavern abandonments;

•A 2023 gain related to a contract settlement.

Equity earnings (losses) changed unfavorably primarily due to a decrease at Laurel Mountain and the share of a loss contingency accrual related to the 14 percent ownership in Aux Sable, partially offset by increases at Blue Racer and OPPL.

The favorable change in Other investing income (loss) – net includes higher interest income earned on higher cash and cash equivalent balances, and a gain on remeasuring the existing equity-method investment in RMM, as previously discussed.

The increase in Interest expense was primarily due to Williams’ 2023 debt issuances and MountainWest’s long-term debt, partially offset by an increase in interest capitalized related to ongoing expansion projects.

Net gain from Energy Transfer litigation judgment resulted from a favorable ruling on the final order and judgment of Williams’ complaint against Energy Transfer, as previously discussed.

The favorable change in Other income (expense) – net below Operating income (loss) includes an increase in equity allowance for funds used during construction (equity AFUDC) at the Transmission & Gulf of America segment and the related effects of deferred taxes within Other.

Income (loss) from discontinued operations in 2023 includes a pre-tax charge of $125 million to increase the accrued liability associated with our Alaska refinery contamination litigation, partially offset by the related income tax effect.

Provision (benefit) for income taxes changed unfavorably primarily due to higher pre-tax income, the absence of a benefit related to the release of valuation allowances on deferred income tax assets in 2022, a lower benefit associated with decreases in the Williams’ estimate of the state deferred income tax rate in both periods, and the absence of 2022 federal income tax settlements.

The unfavorable change in Net income (loss) attributable to noncontrolling interests is primarily due to higher results at Cardinal and the Northeast JV.

Period-Over-Period Operating Results – Williams’ Segments

Williams’ chief operating decision maker evaluates segment operating performance based upon Modified EBITDA. Note 19 – Segment Disclosures includes a reconciliation of this non-GAAP measure to Income (loss) before income taxes from continuing operations. Management uses Modified EBITDA because it is an accepted financial indicator used by investors to compare company performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of Williams’ assets. Modified EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP.

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Transmission & Gulf of America

Year Ended December 31,
202420232022
(Millions)
Service revenues$4,246$3,858$3,579
Product sales and service revenues – commodity consideration (1)382290468
Net realized gain (loss) from commodity derivatives (1)2
Segment revenues4,6284,1504,047
Product costs and net processing commodity expenses (1)(329)(259)(425)
Other segment costs and expenses(1,199)(1,157)(1,141)
Gain on sale of business129
Proportional Modified EBITDA of equity-method investments173205193
Transmission & Gulf of America Modified EBITDA$3,273$3,068$2,674
Commodity margins$53$33$43

_______________

(1)Included as a component of Commodity margins.

2024 vs. 2023

Transmission & Gulf of America Modified EBITDA increased primarily due to higher Service revenues, partially offset by the absence of a Gain on sale of business, higher Other segment costs and expenses, and lower Proportional Modified EBITDA of equity-method investments.

Service revenues increased primarily due to:

•A $220 million increase primarily in storage revenues due to the Gulf Coast Storage Acquisition in January 2024 (see Note 3 – Acquisitions and Divestitures);

•A $121 million increase in Transco’s revenues primarily associated with expansion projects and higher park and loan services;

•A $41 million increase primarily in gathering revenues due to the Discovery Acquisition in August 2024 (see Note 3 – Acquisitions and Divestitures);

•A $38 million increase in primarily transportation and storage revenues due to the MountainWest Acquisition in February 2023 (see Note 3 – Acquisitions and Divestitures);

•A $22 million increase in NorTex’s revenues primarily associated with higher storage rates; partially offset by

•A $39 million decrease primarily in transportation revenues due to the sale of certain liquids pipelines in the Gulf Coast region in September 2023 (see Note 3 – Acquisitions and Divestitures);

•A $34 million decrease in the Eastern Gulf region primarily due to shut-ins for producer operational issues at Gulfstar One in the Gunflint and Tubular Bells fields and weather-related events, partially offset by higher primarily production handling volumes from a new well at Gulfstar One in the Pickerel field.

Other segment costs and expenses increased primarily due to:

•Higher operating expenses and administrative costs including higher operating, acquisition and transition costs related to Williams’ Gulf Coast Storage and Discovery Acquisitions, as previously discussed; and

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employee-related costs, including the impact of a change in a practice related to payroll timing; partially offset by significantly lower acquisition and transition costs related to Williams’ MountainWest Acquisition, as previously discussed, contract services at Transco, and operating costs related to the sale of certain liquids pipelines in the Gulf Coast region, as previously discussed;

•Unfavorable change in the amortization of regulatory pension liabilities at Transco; partially offset by

•Lower project feasibility costs;

•A favorable change in equity AFUDC primarily as a result of increased capital expenditures at Williams’ regulated businesses.

Commodity margins increased primarily due to a $19 million increase from Williams’ equity NGLs primarily due to the Discovery Acquisition, as previously discussed.

Gain on sale of business reflects a gain recognized on the sale of certain liquids pipelines in the Gulf Coast region in September 2023, as previously discussed.

Proportional Modified EBITDA of equity-method investments decreased primarily due to lower proportional results as Discovery was consolidated, as previously discussed.

2023 vs. 2022

Transmission & Gulf of America Modified EBITDA increased primarily due to higher Service revenues and a Gain on sale of business.

Service revenues increased primarily due to:

•A $222 million increase due to the acquisition of MountainWest primarily in transportation and storage revenues;

•A $42 million increase due to the NorTex Asset Purchase primarily in storage and transportation revenues;

•A $30 million increase in the Eastern Gulf Coast region primarily due to higher production handling volumes from new wells at Devils Tower, partially offset by lower volumes from the Norphlet pipeline due to natural decline;

•A $15 million increase in Transco’s revenues associated with the Regional Energy Access expansion project placed partially in-service in the fourth quarter of 2023;

•A $12 million increase in Transco’s and Northwest Pipeline’s revenues associated with short-term firm transportation; partially offset by

•A $19 million decrease due to lower rates from the FERC rate case settlement effective January 1, 2023, at Northwest Pipeline;

•A $14 million decrease in reimbursable electric power costs and storage rates, offset by similar changes in electricity charges and storage costs, reflected in Other segment costs and expenses;

•A $10 million decrease due to the sale of certain liquids pipelines in the Gulf Coast region in September 2023 primarily in transportation revenues.

Commodity margins decreased primarily due to a $15 million decrease from Williams’ equity NGLs, driven by unfavorable net realized pricing for equity NGL sales, partially offset by lower prices for natural gas purchases associated with its equity NGL production activities.

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Other segment costs and expenses increased primarily due to:

•Higher operating and administrative costs including higher operating, acquisition, and transition costs related to Williams’ MountainWest Acquisition and NorTex Asset Purchase; and higher costs related to timing and scope of general maintenance activities primarily at Transco, partially offset by lower reimbursable electric power costs and storage costs, which are offset by a similar change in electricity reimbursements and storage revenues reflected in Service revenues; and lower employee-related costs;

•Higher project feasibility costs; partially offset by

•Favorable changes associated with regulatory liabilities established for the impacts of deferred income taxes at Northwest Pipeline associated with the FERC rate case settlement mentioned above in Service revenues and the absence of 2022 regulatory charges associated with decreases in Transco’s estimated deferred state income tax rate;

•A favorable change in equity AFUDC as a result of increased capital expenditures at Transco;

•The absence of losses related to Eminence storage cavern abandonments in 2022.

Gain on sale of business reflects a gain recognized on the sale of certain liquids pipelines in the Gulf Coast region in September 2023, as previously discussed.

Northeast G&P

Year Ended December 31,
202420232022
(Millions)
Service revenues$1,913$1,896$1,654
Product sales and service revenues – commodity consideration (1)112137148
Segment revenues2,0252,0331,802
Product costs and net processing commodity expenses (1)(88)(125)(138)
Other segment costs and expenses(581)(566)(522)
Proportional Modified EBITDA of equity-method investments602574654
Northeast G&P Modified EBITDA$1,958$1,916$1,796
Commodity margins$24$12$10

(1)Included as a component of Commodity margins.

2024 vs. 2023

Northeast G&P Modified EBITDA increased primarily due to higher Proportional Modified EBITDA of equity-method investments, higher Service revenues, and higher Commodity margins, partially offset by higher Other segment costs and expenses.

Service revenues increased primarily due to:

•A $20 million increase in revenues at the Northeast JV primarily related to higher gathering volumes as well as higher transportation & fractionation, gathering, and processing rates, partially offset by lower transportation & fractionation and processing volumes;

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•A $16 million increase in joint venture operating fees primarily related to assuming operatorship of Blue Racer effective January 1, 2024, (which is significantly offset by higher Other segment costs and expenses discussed below);

•An $11 million increase in revenues associated with reimbursable expenses, which is offset by similar changes in the charges reflected in Other segment costs and expenses; partially offset by

•A $19 million decrease in gathering revenues at Susquehanna Supply Hub primarily related to lower volumes partially offset by escalated rates;

•A $16 million decrease in gathering revenues in the Utica Shale region primarily related to lower volumes at Flint and Cardinal partially offset by escalated rates.

Commodity margins increased due to a restructured gas purchase deal in 2024 which allowed for margin gain on residue pricing and liquids from fixed recoveries. In addition, Williams was not significantly impacted by system constraints which impacted margins in 2023.

Other segment costs and expenses increased primarily due to higher employee-related costs, including the impact of a change in a practice related to payroll timing, as well as higher operating expenses, including higher electricity and fuel, and increased support costs related to assuming operatorship of Blue Racer effective January 1, 2024 (substantially offset by higher Service revenues discussed above). The increase was partially offset by lower maintenance expenses and the absence of the 2023 loss contingency accrual.

Proportional Modified EBITDA of equity-method investments increased at Aux Sable Liquid Products LP primarily due to the absence of Williams’ $31 million share of a loss contingency accrual related to its former ownership in 2023, as well as the terms of the new product marketing agreement, partially offset by the sale of Williams’ investment in Aux Sable Liquid Products LP in the third quarter of 2024. Additionally, Appalachia Midstream Investments increased primarily driven by higher gathering rates partially offset by lower volumes and higher expenses.

2023 vs. 2022

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

Service revenues increased primarily due to:

•A $92 million increase in revenues at the Northeast JV primarily related to higher transportation & fractionation, processing, and gathering volumes as well as higher processing rates;

•An $84 million increase in revenues in the Utica Shale region primarily related to higher gathering rates resulting from annual cost-of-service contract redeterminations and higher volumes, partially offset by the absence of proceeds from the release of an acreage dedication in 2022;

•A $61 million increase in gathering revenues at Susquehanna Supply Hub primarily related to escalated rates as well as higher volumes.

Other segment costs and expenses increased primarily due to increased scope of operations, a loss contingency accrual, and higher operating taxes.

Proportional Modified EBITDA of equity-method investments decreased at Laurel Mountain due to lower commodity-based gathering rates, MVC, and volumes, and at Aux Sable Liquid Products LP primarily due to Williams’ $31 million share of a loss contingency accrual related to its former ownership in 2023. The decrease was partially offset by an increase at Blue Racer primarily driven by higher gathering and processing volumes. Additionally, Appalachia Midstream Investments increased primarily driven by higher gathering volumes and

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annual rate escalations at Marcellus South, partially offset by lower gathering rates resulting from annual cost-of-service contract redeterminations and lower volumes at the Bradford Supply Hub.

West

Year Ended December 31,
202420232022
(Millions)
Service revenues$1,718$1,502$1,542
Product sales and service revenues – commodity consideration (1)9475441,023
Net realized gain (loss) from commodity derivatives relating to service revenues1082(1)
Net realized gain (loss) from commodity derivatives relating to product sales (1)(6)7(3)
Net realized gain (loss) from commodity derivatives489(4)
Segment revenues2,6692,1352,561
Product costs and net processing commodity expenses (1)(844)(517)(918)
Other segment costs and expenses(645)(542)(564)
Proportional Modified EBITDA of equity-method investments132162132
West Modified EBITDA$1,312$1,238$1,211
Commodity margins$97$34$102

________________

(1)    Included as a component of Commodity margins.

2024 vs. 2023

West Modified EBITDA increased primarily due higher Service revenues and Commodity margins, partially offset by higher Other segment costs and expenses, an unfavorable change in Net realized gain (loss) from commodity derivatives relating to service revenues, and lower Proportional Modified EBITDA of equity-method investments.

Service revenues increased primarily due to:

•A $249 million increase in the DJ Basin region associated with the DJ Basin Acquisitions in November 2023 (see Note 3 – Acquisitions and Divestitures);

•A $35 million increase in other NGL operations associated with higher fractionation and transportation revenue due to higher volumes and higher storage fees primarily due to a new contract;

•A $14 million increase in the Wamsutter region primarily associated with higher gathering volumes from increased producer activity as well as higher volumes associated with the absence of weather-related events in first-quarter 2023;

•A $12 million increase associated with reimbursable compressor power and fuel purchases primarily due to the DJ Basin Acquisitions as previously discussed, which are offset by similar changes in Other segment costs and expenses; partially offset by

•A $45 million decrease in the Haynesville Shale region primarily due to lower gathering volumes from decreased producer activity, partially offset by higher gathering rates;

•A $31 million decrease in the Eagle Ford Shale region primarily due to lower MVC revenues;

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•A $24 million decrease in the Barnett Shale region primarily due to lower gathering rates driven by unfavorable commodity pricing and lower gathering volumes.

Net realized gain (loss) from commodity derivatives relating to service revenues reflects an unfavorable change in settled commodity prices relative to Williams’ natural gas hedge positions.

Commodity margins increased $63 million primarily due to $39 million higher margins associated with the DJ Basin Acquisitions, as previously discussed. Margins also increased $21 million from Williams’ equity NGLs primarily due to lower net realized prices for natural gas purchases and lower volumes of natural gas purchased both associated with equity NGL production activities; partially offset by lower volumes of equity NGL sold and lower net realized NGL sales prices.

Other segment costs and expenses increased primarily due to higher operating and employee-related expenses including those resulting from the DJ Basin Acquisitions, as previously discussed, the absence of favorable contract settlements in first-quarter 2023, an unfavorable change in Williams’ net imbalance liability due to changes in pricing, higher reimbursable compressor power and fuel purchases which are offset in Service revenues, and the impact of a change in a practice related to payroll timing; partially offset by higher system gains and the absence of a fourth quarter 2023 write-down of assets held for sale.

Proportional Modified EBITDA of equity-method investments decreased primarily due to lower proportional results as RMM was consolidated related to the DJ Basin Acquisitions, as previously discussed, partially offset by higher volumes and higher commodity prices at OPPL.

2023 vs. 2022

West Modified EBITDA increased primarily due to a favorable change in Net realized gain (loss) from commodity derivatives relating to service revenues, higher Proportional Modified EBITDA of equity-method investments, and lower Other segment costs and expenses, partially offset by lower Commodity margins and Service revenues.

Service revenues decreased primarily due to:

•A $120 million decrease in the Barnett Shale region primarily due to lower gathering rates driven by unfavorable commodity pricing;

•A $13 million decrease in the Eagle Ford Shale region primarily due to lower MVC revenues, partially offset by escalated gathering rates and higher gathering volumes;

•A $6 million decrease associated with reimbursable compressor power and fuel purchases primarily due to lower prices, which are offset by similar changes in Other segment costs and expenses; partially offset by

•A $69 million increase in the Haynesville Shale region primarily associated with higher gathering volumes including from increased producer activity and the Trace Acquisition in April 2022, partially offset by lower rates driven by unfavorable commodity pricing;

•A $25 million increase in the DJ Basin region primarily associated with the DJ Basin Acquisitions in November 2023 as previously discussed;

•A $15 million increase in our other NGL operations associated with higher storage fees primarily due to a new contract as well as higher fractionation fees primarily due to higher volumes partially offset by lower rates from lower natural gas prices.

Net realized gain (loss) from commodity derivatives relating to service revenues reflects a favorable change in settled commodity prices relative to Williams’ natural gas hedge positions.

Commodity margins decreased $68 million primarily due a $46 million decrease from Williams’ equity NGLs and a $14 million decrease from other sales activities, both primarily due to lower net realized commodity pricing.

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Other segment costs and expenses decreased primarily due to a favorable change in Williams’ net imbalance liability due to changes in pricing, favorable contract settlements in first-quarter 2023, lower corporate allocations, and lower reimbursable compressor power and fuel purchases which are substantially offset in Service revenues. These items were partially offset by higher operating expenses related to operations including those acquired in the Trace Acquisition and the DJ Basin Acquisitions, lower system gains at Wamsutter, and a fourth quarter 2023 write-down of assets held for sale.

Proportional Modified EBITDA of equity-method investments increased primarily due to higher volumes at OPPL as well as higher volumes at RMM, partially offset by lower proportional results as RMM was consolidated related to the DJ Basin Acquisitions.

Gas & NGL Marketing Services

Year Ended December 31,
202420232022
(Millions)
Service revenues$$1$3
Product sales (1)2,0522,0603,534
Net realized gain (loss) from commodity derivative instruments (1)7211517
Net unrealized gain (loss) from commodity derivative instruments(335)702(321)
Net gain (loss) from commodity derivatives(263)817(304)
Segment revenues1,7892,8783,233
Product costs (1)(1,799)(1,786)(3,228)
Net unrealized gain (loss) from commodity derivative instruments within Net processing commodity expenses(6)(43)47
Other segment costs and expenses(108)(99)(92)
Gas & NGL Marketing Services Modified EBITDA$(124)$950$(40)
Commodity margins$325$389$323

________________

(1)    Included as a component of Commodity margins.

2024 vs. 2023

Gas & NGL Marketing Services Modified EBITDA decreased primarily due to an unfavorable change in Net unrealized gain (loss) from commodity derivative instruments and lower Commodity margins.

Commodity margins decreased $64 million primarily due to:

•A $44 million decrease in Williams’ natural gas marketing margins including $35 million of lower natural gas transportation capacity marketing margins due to less favorable net realized pricing spreads. The decrease in its natural gas marketing margins also includes $9 million of lower natural gas storage marketing margins primarily driven by higher storage fees and less favorable realized derivative gains, partially offset by a favorable change of $14 million in lower cost or net realizable value inventory adjustment;

•A $20 million decrease in Williams’ NGL marketing margins including an unfavorable change in net realized gains and losses on sale of inventory in 2024 compared to 2023 driven by unfavorable changes in non-ethane prices.

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The change in Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and Net processing commodity expenses relates to derivative contracts that are not designated as hedges for accounting purposes. The change from 2023 is primarily due to a change in forward commodity prices relative to Williams’ hedge positions in 2024 compared to 2023.

2023 vs. 2022

Gas & NGL Marketing Services Modified EBITDA increased primarily due to a favorable change in Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and higher Commodity margins, partially offset by an unfavorable change in Net unrealized gain (loss) from commodity derivative instruments within Net processing commodity expenses.

Commodity margins increased $66 million primarily due to:

•A $65 million increase from Williams’ natural gas marketing operations including $129 million of higher natural gas storage marketing margins primarily driven by a favorable change of $111 million in lower of cost or net realizable value adjustment; and the absence of a $15 million charge related to the remaining recognition of a purchase accounting inventory fair value adjustment in 2022. The increase in its natural gas marketing margins was partially offset by $64 million of lower natural gas transportation capacity marketing margins due to less favorable net realized pricing spreads;

•A $1 million increase in Williams’ NGL marketing margins including a $20 million favorable change in lower of cost or net realizable value inventory adjustments, partially offset by higher transportation and fractionation fees and an unfavorable change in net realized gains and losses on sale of inventory in 2023 compared to 2022 driven by an unfavorable change in NGL prices.

Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and Net processing commodity expenses. The change from 2022 is primarily due to a change in forward commodity prices relative to Williams’ hedge positions in 2023 compared to 2022.

Other

Year Ended December 31,
202420232022
(Millions)
Service revenues$15$16$24
Product sales (1)420442706
Net realized gain (loss) from derivative instruments (1)3547(104)
Net unrealized gain (loss) from derivative instruments(26)125
Net gain (loss) from commodity derivatives948(79)
Net revenues from upstream operations, corporate, and other business activities.444506651
Other costs and expenses(209)(197)(217)
Net gain from Energy Transfer litigation judgment534
Proportional Modified EBITDA of equity-method investments2(2)
Modified EBITDA from upstream operations, corporate, and other business activities$237$841$434
Net realized product sales$455$489$602

________________

(1)    Included as a component of Net realized product sales.

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2024 vs. 2023

Modified EBITDA from upstream operations, corporate, and other business activities decreased primarily due to:

•A $34 million decrease in Net realized product sales from upstream operations primarily due to lower volumes and lower net realized commodity prices associated with Williams’ South Mansfield production in the Haynesville Shale region, and lower net realized commodity prices associated with Williams’ Wamsutter region. These decreases were partially offset by higher production volumes associated with Williams’ Wamsutter region production, including from the Crowheart Acquisition in the fourth quarter of 2024.

•A $27 million unfavorable change in Net unrealized gain (loss) from derivative instruments due to a change in forward commodity prices relative to hedge positions in 2024 compared to 2023;

•A $12 million unfavorable change in other costs and expenses primarily related to upstream operations; and

•The absence of a 2023 gain related to a favorable ruling on the final order and judgement of Williams’ complaint against Energy Transfer reflected in Net gain from Energy Transfer litigation judgment (see Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies).

2023 vs. 2022

Modified EBITDA from upstream operations, corporate, and other business activities increased primarily due to the Net gain from Energy Transfer litigation judgment, as previously discussed, partially offset by lower results from Williams’ upstream operations, which included the following:

•A $113 million decrease in Net realized product sales primarily due to lower net realized commodity prices, partially offset by higher sales associated with increased production volumes. Higher natural gas production volumes from new wells in the Haynesville Shale region and higher crude oil production volumes from new wells in the Wamsutter region were partially offset by lower natural gas and NGL production volumes in the Wamsutter region driven by the impact of severe winter weather in 2023;

•A $24 million unfavorable change in Net unrealized gain (loss) from derivative instruments due to a change in forward commodity prices relative to Williams’ hedge positions in 2023 compared to 2022; partially offset by

•An increase in Other costs and expenses associated with upstream operations primarily due to increased production volumes and expenses related to severe winter weather in 2023, partially offset by lower associated ad valorem and production taxes, which were impacted by lower commodity prices and lower natural gas and NGL production volumes in the Wamsutter region.

Other costs and expenses not associated with upstream operations decreased primarily due to the absence of an $11 million charge related to an accrual for loss contingency in the third quarter of 2022 and a $19 million favorable change associated with regulatory assets related to the effects of deferred taxes on equity funds used during construction.

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Transco

Year Ended December 31,
2024$ Changefrom2023*% Changefrom2023*2023
(Millions)
Revenues:
Natural gas transportation service revenues$2,619+113+5%$2,506
Natural gas storage service revenues200+14+8%186
Natural gas product sales118-19-14%137
Other service revenues27-10-27%37
Total revenues2,9642,866
Costs and expenses:
Natural gas product costs118+19+14%137
Operating and maintenance expenses510+7+1%517
Selling, general, and administrative expenses216-1%215
Depreciation and amortization expenses545-26-5%519
Taxes, other than income taxes111-6-6%105
Other (income) expense – net(35)-3-8%(38)
Total costs and expenses1,4651,455
Operating income (loss)1,499+88+6%1,411
Interest expense(324)%(324)
Interest income58-29-33%87
Allowance for equity and borrowed funds used during construction (AFUDC)88+11+14%77
Other income (expense) – net(8)-4-100%(4)
Net income (loss)$1,313+66+5%$1,247

_______

*    + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.

2024 vs. 2023

Variances due to the changes in natural gas prices and transportation volumes have little impact on revenues because, under our rate design methodology, the majority of overall cost of service is recovered through firm capacity reservation charges in Transco’s transportation rates.

Transco has cash out sales, which settle gas imbalances with shippers. In the course of providing transportation services to customers, Transco may receive different quantities of gas from shippers than the quantities delivered on behalf of those shippers. Additionally, Transco transports gas on various pipeline systems, which may deliver different quantities of gas on Transco’s behalf than the quantities of gas received from Transco. These transactions

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result in gas transportation and exchange imbalance receivables and payables. Transco’s tariff includes a method whereby the majority of transportation imbalances are settled on a monthly basis through cash out sales or purchases. The cash out sales have no impact on Transco’s operating income.

Revenues increased primarily due to:

•A $113 million increase in Natural gas transportation service revenues due to additional capacity from placing the Regional Energy Access Expansion into service during the fourth quarter of 2023 and in August 2024, the impact of placing the Carolina Market Link Expansion into service during the first quarter of 2024, the impact of placing partially the Southside Reliable Enhancement into service in November 2024, and an additional billing day, partially offset by lower electric power costs in 2024. Electric power costs are recovered from our customers through transportation rates and are offset in Operating and maintenance expenses resulting in no net impact on our results of operations;

•A $14 million increase in Natural gas storage service revenues primarily due to an increase in rates and an additional billing day;

•A $19 million decrease in Natural gas product sales due to lower pricing offset by higher cash-out volumes, which directly offsets in Natural gas product costs resulting in no net impact on our results of operations;

•A $10 million decrease in Other service revenues primarily due to park and loan services.

Natural gas product costs decreased, directly offsetting Natural gas product sales and resulting in no net impact on our results of operations.

Operating and maintenance expenses decreased primarily due to lower electric power costs. Electric power costs are recovered from customers through transportation rates and are offset in Natural gas transportation service revenues resulting in no net impact on results of operations; additionally there were increases in Operating and maintenance expenses costs from employee-related costs, including the impact of a change in a practice related to payroll timing, offset by a decrease in contractor services costs.

Depreciation and amortization expenses increased as a result of additional assets placed in service and an increase in ARO-related depreciation (offset in Other income (expense) – net resulting in no net impact on our results of operations).

Taxes, other than income taxes increased primarily due to an increase in property tax as a result of valuation increases in 2024.

Other (income) expense – net incurred an unfavorable change primarily driven by an unfavorable change in the amortization of the regulatory pension liabilities, partially offset by a favorable change in the materials and supplies obsolete inventory reserve and a favorable change associated with the deferral of ARO related depreciation (offset in Depreciation and amortization expenses resulting in no net impact on our results of operations).

Interest income decreased due to a decrease in affiliated interest income on our advances to Williams due to a lower note receivable balance during 2024.

Allowance for equity and borrowed funds used during construction (AFUDC) increased as a result of increased capital expenditures.

Other income (expense) – net increased resulting from various increased expenses incurred in 2024.

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NWP

Year Ended December 31,
2024$ Changefrom2023*% Changefrom2023*2023
(Millions)
Revenues:
Natural gas transportation service revenues$416$+1%$415
Natural gas storage service revenues15%15
Other service revenues13+3+30%10
Total revenues444440
Costs and expenses:
Operating and maintenance expenses95-7-8%88
Selling, general, and administrative expenses51%51
Depreciation and amortization expenses111%111
Taxes, other than income taxes14-2-17%12
Other (income) expense - net(18)+2+13%(16)
Total costs and expenses253246
Operating income (loss)191-3-2%194
Interest expense(28)%(28)
Allowance for equity and borrowed funds used during construction (AFUDC)10+6+150%4
Other income (expense) – net7-3-30%10
Net income (loss)$180$%$180

_______

*    + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.

2024 vs. 2023

Variances due to changes in natural gas prices and transportation volumes have little impact on revenues, because under our rate design methodology, the majority of overall cost of service is recovered through firm capacity reservation charges in our transportation rates.

Revenues increased primarily due to:

•A $1 million increase in Natural gas transportation service revenues primarily due to an additional billing day in the leap year;

•A $3 million increase in Other service revenues from higher park and loan services.

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Operating and maintenance expenses increased due to higher labor costs, electricity expenses, and higher contract services related to pipeline maintenance inspection activities.

Allowance for equity and borrowed funds used during construction (AFUDC) increased due to increased capital expenditures in 2024.

Other income (expense) – net decreased due to lower interest income earned on NWP’s advances to affiliates, which had a reduced balance in 2024.

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Management’s Discussion and Analysis of Financial Condition and Liquidity

Overview

Williams

During 2024, investing and financing expenditures included $2.6 billion of capital expenditures, $2.2 billion of acquisitions including Gulf Coast Storage, Discovery, and Crowheart, and $2.3 billion of dividends paid to common shareholders. These expenditures were funded primarily by $4.974 billion of cash provided by operating activities. Williams ended the year with $60 million of Cash and cash equivalents. See also the following section titled Sources (Uses) of Cash.

Transco and NWP

Transco and NWP fund their capital requirements with cash flows from operating activities, equity contributions and advances from Williams, accessing capital markets, and, if required, borrowings under the credit facility (see Note 13 – Debt and Banking Arrangements).

Transco and NWP may raise capital through private debt offerings, as well as offerings registered pursuant to offering-specific registration statements. Interest rates, market conditions, and industry conditions will affect amounts raised, if any, in the capital markets. Transco and NWP anticipate that they will be able to access public and private debt markets on terms commensurate with their credit ratings to finance their capital requirements, when needed.

Transco and NWP are also participants in Williams’ cash management program, and both make advances to and receive advances from Williams. At December 31, 2024, Transco’s advances to Williams totaled approximately $638 million and NWP’s advances from Williams totaled approximately $26 million. These advances are represented by demand notes. See Note 4 – Related Party Transactions.

Outlook

Williams

Growth capital and investment expenditures in 2025 are expected to range from $1.65 billion to $1.95 billion, excluding acquisitions. Growth capital spending in 2025 primarily includes projects supporting growth in the Haynesville Shale basin (including Louisiana Energy Gateway expansion project), Transco expansions, all of which are fully contracted with firm transportation agreements and projects supporting the Northeast G&P business. Williams also expects to invest capital in the development of its upstream oil and gas properties.  In addition to growth capital and investment expenditures, Williams also remains committed to projects that maintain its assets for safe and reliable operations, as well as projects that reduce emissions, and meet legal, regulatory, and/or contractual commitments. Williams intends to fund substantially all planned 2025 capital spending with cash available after paying dividends. Williams retains the flexibility to adjust planned levels of growth capital and investment expenditures in response to changes in economic conditions or business opportunities including the repurchase of its common stock.

On January 9, 2025, Williams issued $1.5 billion of long-term debt and on January 15, 2025, Williams retired $750 million of long term debt (see Note 13 – Debt and Banking Arrangements).

As of December 31, 2024, Williams has approximately $1.7 billion of long-term debt due within one year. Williams’ potential sources of liquidity available to address these maturities include cash on hand, proceeds from refinancing, the credit facility, or the commercial paper program, as well as proceeds from asset monetizations.

Transco and NWP

Transco and NWP categorize their capital expenditures as either maintenance capital expenditures or growth capital expenditures. Maintenance capital expenditures are those expenditures required to maintain the existing

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operating capacity and service capability of their assets, including replacement of system components and equipment that are worn, obsolete, completing their useful life, or necessary to remain in compliance with environmental laws and regulations. Growth capital expenditures improve the service capability of existing assets, extend useful lives, increase transmission or storage capacities from existing levels, reduce costs or enhance revenues. Transco and NWP anticipate 2025 growth capital expenditures will be approximately $336 million and $43 million, respectively, primarily for expansion projects, and $423 million and $186 million, respectively, for maintenance projects. They expect to fund these capital expenditures with cash from operations.

Liquidity

Williams expects to have sufficient liquidity to manage its businesses in 2025 based on forecasted levels of cash flow from operations and other sources of liquidity. Williams’ potential material internal and external sources and uses of liquidity are as follows:

Sources:
Cash and cash equivalents on hand
Cash generated from operations
Distributions from equity-method investees
Utilization of the credit facility and/or commercial paper program
Cash proceeds from issuance of debt and/or equity securities
Proceeds from asset monetizations
Uses:
Working capital requirements
Capital and investment expenditures
Product costs
Gas & NGL Marketing Services payments for transportation and storage capacity and gas supply
Other operating costs including human capital expenses
Quarterly dividends to shareholders
Repayments of borrowings under the credit facility and/or commercial paper program
Debt service payments, including payments of long-term debt
Distributions to noncontrolling interests
Share repurchase program

As of December 31, 2024, Williams has approximately $24.7 billion of long-term debt due after one year. Potential sources of liquidity available to address these maturities include cash generated from operations, proceeds from refinancing, the credit facility, or the commercial paper program, as well as proceeds from asset monetizations.

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

As of December 31, 2024, Williams had a working capital deficit of $2.651 billion, including cash and cash equivalents and long-term debt due within one year. Williams available liquidity is as follows:

December 31, 2024
(Millions)
Cash and cash equivalents$60
Capacity available under Williams’ $3.75 billion credit facility, less amounts outstanding under Williams’ $3.5 billion commercial paper program (1)3,295
$3,355

__________

(1)In managing its available liquidity, Williams does not expect a maximum outstanding amount in excess of the capacity of its credit facility inclusive of any outstanding amounts under its commercial paper program. Williams had $455 million of Commercial paper (at par value) outstanding as of December 31, 2024. Through

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Management’s Discussion and Analysis (Continued)

December 31, 2024, the highest amount outstanding under the commercial paper program and credit facility during 2024 was $730 million. Williams expects to be in compliance with the financial covenants associated with the credit facility for the December 31, 2024, reporting period.

Dividends

Williams increased the regular quarterly cash dividend to common stockholders by approximately 6.1 percent from the $0.4475 per share paid in each quarter of 2023, to $0.4750 per share paid in each quarter of 2024. On January 28, 2025, Williams’ board of directors approved a regular quarterly dividend of $0.5000 per share payable on March 31, 2025.

Registrations

In February 2024, Williams filed a shelf registration statement as a well-known seasoned issuer.

Distributions from Equity-Method Investees

The organizational documents of entities in which Williams has an equity-method investment generally require periodic distributions of their available cash to their members. In each case, available cash is reduced, in part, by reserves appropriate for operating their respective businesses. See Note 8 – Investing Activities for our more significant equity-method investees.

Credit Ratings

The interest rates at which Williams is able to borrow money are impacted by its credit ratings, which are currently as follows:

Rating AgencyOutlookSenior Unsecured Debt Rating
S&P Global RatingsPositiveBBB
Moody’s Investors ServiceStableBaa2
Fitch RatingsPositiveBBB

In January 2025, Fitch Ratings changed its Outlook from Stable to Positive.

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

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Management’s Discussion and Analysis (Continued)

Sources (Uses) of Cash

The following table summarizes the sources (uses) of cash and cash equivalents for each of the periods presented in the Williams Consolidated Statement of Cash Flows:

Cash FlowYear Ended December 31,
Category202420232022
(Millions)
Sources of cash and cash equivalents:
Net cash provided (used) by operating activitiesOperating$4,974$5,938$4,889
Proceeds from long-term debt (Note 13)Financing3,5942,7551,755
Proceeds from sale of business (Note 3)Investing346
Proceeds from dispositions of equity-method investments (Note 3)Investing161
Proceeds from commercial paper – netFinancing372345
Uses of cash and cash equivalents:
Payments of long-term debtFinancing(2,946)(634)(2,876)
Purchases of businesses, net of cash acquired (Note 3)Investing(2,244)(1,568)(933)
Common dividends paidFinancing(2,316)(2,179)(2,071)
Capital expendituresInvesting(2,573)(2,516)(2,253)
Dividends and distributions paid to noncontrolling interestsFinancing(242)(213)(204)
Payments of commercial paper – netFinancing(269)
Purchases of and contributions to equity-method investmentsInvesting(114)(141)(166)
Purchases of treasury stockFinancing(130)(9)
Other sources / (uses) – netFinancing and Investing(115)(32)(5)
Increase (decrease) in cash and cash equivalents$(2,090)$1,998$(1,528)

Operating activities

The factors that determine Williams’ operating activities are largely the same as those that affect Net income (loss), with the exception of noncash items such as Depreciation and amortization, Provision (benefit) for deferred income taxes, Equity (earnings) losses, Net unrealized (gain) loss from commodity derivative instruments, Gain on sale of business, Gain on disposition of equity-method investments, Gain on remeasurement of equity-method investments , Inventory write-downs, and Amortization of stock-based awards.

Williams’ Net cash provided (used) by operating activities for the year ended December 31, 2024, decreased from the same period in 2023 primarily due to unfavorable changes in margin requirements, lower operating income (excluding non-cash items previously discussed), and unfavorable changes in net operating working capital.

Williams’ Net cash provided (used) by operating activities in 2023 increased from 2022 primarily due to higher operating income (excluding noncash items as previously discussed), as well as favorable changes in net operating working capital and margin requirements, partially offset by lower Distributions from equity-method investees.

Environmental

Williams is a participant in certain environmental activities in various stages including assessment studies, cleanup operations, and/or remedial processes at certain sites, some of which it currently does not own (see Note 18 – Contingencies and Commitments). Williams is monitoring these sites in a coordinated effort with other potentially responsible parties, the EPA, or other governmental authorities. Williams is jointly and severally liable along with unrelated third parties in some of these activities and solely responsible in others. Current estimates of the most likely costs of such activities are approximately $42 million, all of which are included in Other current liabilities

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and Regulatory liabilities, deferred income, and other at December 31, 2024. Williams will seek to recover approximately $3 million of accrued costs related to remediation activities by its interstate gas pipelines through future natural gas transmission rates. The remainder of these costs will be funded from operations. During 2024, Williams paid approximately $11 million for cleanup and/or remediation and monitoring activities. Williams expects to pay approximately $5 million in 2025 for these activities. Estimates of the most likely costs of cleanup are generally based on completed assessment studies, preliminary results of studies, or Williams’ experience with other similar cleanup operations. At December 31, 2024, certain assessment studies were still in process for which the ultimate outcome may yield different estimates of most likely costs. Therefore, the actual costs incurred will depend on the final amount, type, and extent of contamination discovered at these sites, the final cleanup standards mandated by the EPA or other governmental authorities, and other factors.

The EPA and various state regulatory agencies routinely propose and promulgate new rules and issue updated guidance to existing rules. These rulemakings include, but are not limited to, rules for reciprocating internal combustion engine and combustion turbine maximum achievable control technology, reviews and updates to the National Ambient Air Quality Standards, and rules for new and existing source performance standards for volatile organic compounds and methane. Williams continuously monitors these regulatory changes and how they may impact its operations. Implementation of new or modified regulations may result in impacts to Williams’ operations and increase the cost of additions to Property, plant, and equipment – net for both new and existing facilities in affected areas; however, due to regulatory uncertainty on final rule content and applicability timeframes, Williams is unable to reasonably estimate the cost these regulatory impacts at this time.

Williams considers prudently incurred environmental assessment and remediation costs and the costs associated with compliance with environmental standards to be recoverable through rates for its interstate natural gas transmission pipelines. Historically, with limited exceptions, Williams has been permitted recovery of these environmental costs, and the intent is to continue seeking recovery of such costs through future rate filings.

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FY 2023 10-K MD&A

SEC filing source: 0000107263-24-000019.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-21. Report date: 2023-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

We are an energy company committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Our operations are located in the United States.

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

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

Consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources, our operations are conducted, managed, and presented within the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, West, and Gas & NGL Marketing Services. All remaining business activities, including our upstream operations and corporate activities, are included in Other. Our reportable segments are comprised of the following business activities:

•Transmission & Gulf of Mexico is comprised of our interstate natural gas pipelines, Transco, Northwest Pipeline, 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 One, a 50 percent equity-method investment in Gulfstream, and a 60 percent equity-method investment in Discovery. Transmission & Gulf of Mexico also includes natural gas storage facilities and pipelines providing services in north Texas.

•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 Northeast JV which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain, a 50 percent equity-method investment in Blue Racer, and Appalachia Midstream Investments.

•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 east Texas and northwest Louisiana, the Mid-Continent region which includes the Anadarko and Permian basins, and the DJ Basin of Colorado which includes RMM, a former 50 percent equity-method investment in which we acquired the remaining ownership interest in November 2023. 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 20 percent equity-method investment in Targa Train 7, and a 15 percent equity-method investment in Brazos Permian II.

•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.

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Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to our current continuing operations and should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this report.

Dividends

In December 2023, we paid a regular quarterly dividend of $0.4475 per share. On January 30, 2024, our board of directors approved a regular quarterly dividend of $0.4750 per share payable on March 25, 2024.

Overview of the Results of Operations

Net income (loss) attributable to The Williams Companies, Inc. for the year ended December 31, 2023, increased by $1.13 billion over the prior year. Further discussion of our results is found in this report in the Results of Operations.

Recent Developments

Expansion Project Updates

Significant expansion project updates for the period, including projects placed into service are described below. Ongoing major expansion projects are discussed later in Company Outlook.

Northeast G&P

Susquehanna Supply Hub Gathering Expansion

We have an agreement in place with a third party for a construction project to facilitate natural gas production growth in the Susquehanna region. We constructed approximately 22 miles of gathering pipeline and associated incremental compression. The system added incremental natural gas gathering capacity of 320 MMcf/d. This project went into service in the fourth quarter of 2023.

Utica Shale Gathering Expansion

We have an agreement in place with a third party for a construction project to facilitate natural gas production growth in the Utica region on our Cardinal gathering system. We constructed approximately 30 miles of gathering pipeline and associated incremental compression. The system added incremental natural gas gathering capacity of 125 MMcf/d. Phase 1 of this project was placed into service in the third quarter of 2023 and Phase 2 went into service in the fourth quarter of 2023.

Transmission & Gulf of Mexico

Regional Energy Access

In January 2023, we 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 placed approximately half of the project into service in the fourth quarter of 2023 and plan to place the remainder of the project into service as early as the fourth quarter of 2024, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 829 Mdth/d.

Acquisitions and Divestitures (see Note 3 – Acquisitions and Divestitures)

Gulf Coast Storage Acquisition

On January 3, 2024, we closed on the acquisition of 100 percent of a strategic portfolio of natural gas storage facilities and pipelines, located in Louisiana and Mississippi, from Hartree Partners LP for $1.95 billion, subject to working capital and post-closing adjustments. The purpose of this acquisition was to expand our natural gas storage footprint in the Gulf Coast region, and will be reported in the Transmission & Gulf of

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Mexico segment. The Gulf Coast Storage Acquisition was funded with cash on hand and $100 million of deferred consideration.

DJ Basin Acquisitions

On November 30, 2023, we closed on the acquisition of 100 percent of Cureton, whose operations are located in the DJ Basin, for $546 million, subject to working capital and post-closing adjustments. Concurrently, we closed on the acquisition of an additional 50 percent interest in our equity-method investment RMM for $704 million. We now own 100 percent of and consolidate RMM. The purpose of these acquisitions was to expand our gathering and processing footprint in the DJ Basin. The Cureton Acquisition was funded with cash on hand. Substantially all of the RMM purchase price is not due to the seller until the first quarter of 2025, does not accrue interest until the fourth quarter of 2024, and may be repaid early without penalty. These businesses are reported within the West segment.

Sale of Certain Gulf Coast Liquids Pipelines

On September 29, 2023, we completed the sale of various petrochemical and feedstock pipelines and associated contracts in the Gulf Coast region for $348 million. As a result of this sale, we recorded a gain of $129 million in 2023 in our Transmission & Gulf of Mexico segment.

MountainWest Acquisition

On February 14, 2023, we closed on the acquisition of 100 percent of MountainWest Pipelines Holding Company which includes FERC-regulated interstate natural gas pipeline systems and natural gas storage capacity, for $1.08 billion of cash, funded with available sources of short-term liquidity, and retaining $430 million outstanding principal amount of MountainWest long-term debt. The MountainWest Acquisition expands our existing transmission and storage infrastructure footprint into major markets in Utah, Wyoming, and Colorado. This business is reported within the Transmission & Gulf of Mexico segment.

Favorable Judgment Against Energy Transfer

We have been involved in litigation since 2016 in Delaware Chancery Court with Energy Transfer Equity, L.P. (Energy Transfer) related to the Agreement and Plan of Merger with Energy Transfer, dated as of September 28, 2015. On December 29, 2021, the court entered judgment in our favor in the amount of $410 million, plus interest at the contractual rate, and our reasonable attorneys’ fees and expenses. On September 21, 2022, the Delaware Chancery Court entered a final order and judgment awarding us a termination fee, attorney’s fees, expenses, and interest in the amount of $602 million plus additional interest starting September 17, 2022. Energy Transfer appealed to the Delaware Supreme Court. The Delaware Supreme Court held oral argument en banc on July 12, 2023. On October 10, 2023, the Delaware Supreme Court issued an opinion affirming the Delaware Chancery Court ruling. On October 25, 2023, Energy Transfer filed a motion for reargument with the Delaware Supreme Court, which was denied.

On November 28, 2023, we received a $627 million payment from Energy Transfer for the final order and judgment. On the same day, we paid attorney fees which had been incurred on a contingent fee basis. This resulted in a net gain of $534 million reported as Net gain from Energy Transfer litigation judgment in our Consolidated Statement of Income for the year ended December 31, 2023 (See Note 17 – Contingencies and Commitments).

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 establish 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.

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Company Outlook

Our strategy is to provide a large-scale, reliable, and clean energy infrastructure designed to maximize the opportunities created by the vast supply of natural gas and natural gas products that exists in the United States. We accomplish this by connecting the growing demand for cleaner fuels and feedstocks with our major positions in the premier natural gas and natural gas products supply basins. We continue to maintain a strong commitment to safety, environmental stewardship including seeking opportunities for renewable energy ventures, operational excellence, and customer satisfaction. We believe that accomplishing these goals will position us to deliver safe, reliable, clean energy services to our customers and an attractive return to our shareholders. Our business plan for 2024 includes a continued focus on earnings and cash flow growth.

In 2024, our operating results are expected to benefit from the recent Gulf Coast Storage and DJ Basin acquisitions. We also anticipate increases resulting from Transmission & Gulf of Mexico expansion projects, including the Regional Energy Access project, and annual inflation-based rate increases across our gathering and processing business. These increases are partially offset by lower expected Gas & NGL Marketing Services results, the absence of realized hedge gains captured in 2023, and a decrease in expected volumes in the Appalachian Basin associated with a lower expected commodity price environment.

We seek to maintain a strong financial position and liquidity, as well as manage a diversified portfolio of safe, clean, and reliable energy infrastructure assets that continue to serve key growth markets and supply basins in the United States. Our growth capital and investment expenditures in 2024 are expected to be in a range from $1.45 billion to $1.75 billion, excluding acquisitions. Growth capital spending in 2024 primarily includes Transco expansions, all of which are fully contracted with firm transportation agreements, projects supporting growth in the Haynesville Basin, and projects supporting the Northeast G&P business. We also expect to invest capital in our Other segment ventures. 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 reduce emissions, and meet legal, regulatory, and/or contractual commitments.

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

•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;

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

•Counterparty credit and performance risk;

•Unexpected significant increases in capital expenditures or delays in capital project execution, including increases from inflation or delays caused by supply chain disruptions;

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

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

•General economic, financial markets, or industry downturns, including increased inflation and interest rates;

•Physical damages to facilities, including damage to offshore facilities by weather-related events;

•Other risks set forth under Part I, Item 1A. Risk Factors in this report.

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Expansion Projects

Our ongoing major expansion projects include the following:

Transmission & Gulf of Mexico

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.

Regional Energy Access

In January 2023, we 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 placed approximately half of the project into service in the fourth quarter of 2023 and plan to place the remainder of the project into service as early as the fourth quarter of 2024, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 829 Mdth/d.

Southside Reliability Enhancement

In July 2023, we received approval from the FERC for the project, which involves 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 fourth quarter of 2024, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 423 Mdth/d.

Texas to Louisiana Energy Pathway

In January 2024, we received approval from 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 November 2023, we received approval from the FERC for the project, which involves 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 second quarter of 2025, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 150 Mdth/d.

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Commonwealth Energy Connector

In November 2023, we received approval from 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.

Alabama Georgia Connector

In April 2023, 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 from our Station 85 pooling point in Alabama to customers in Georgia. 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 64 Mdth/d.

Southeast Supply Enhancement

We plan to file an application with the FERC as early as the third quarter of 2024 for this project, which involves 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 Virginia, North Carolina, South Carolina, Georgia, and Alabama. We plan to place the project into service as early as the fourth quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 1,587 Mdth/d.

Overthrust Westbound Compression Expansion

In November 2023, we filed an application with the FERC for the project, which involves an expansion of MountainWest’s existing natural gas transmission system to provide incremental firm transportation capacity from multiple receipt points in Wamsutter, Wyoming to a delivery point in Opal, Wyoming. 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 325 Mdth/d.

Northeast G&P

Cardinal Gathering Expansion

We have an agreement in place with a third party to facilitate natural gas production growth in the Utica Shale region. We plan to construct approximately 8 miles of gathering pipeline and associated incremental compression. The system, once constructed, will add incremental capacity of 125 MMcf/d and will provide natural gas gathering services to the third party. The project is expected to go into service in the third quarter of 2025.

West

Louisiana Energy Gateway

In June 2022, we announced our intention to construct new natural gas gathering assets which are expected to gather 1.8 Bcf/d of natural gas produced in the Haynesville Shale basin for delivery to premium markets, including Transco, industrial markets, and growing LNG export demand along the Gulf Coast. This project is expected to go into service in the second half of 2025.

Haynesville Gathering Expansion

In February 2023, we announced our agreement with a third party to facilitate natural gas production growth in the Haynesville basin. We plan to construct a greenfield gathering system in support of the third party’s 26,000-acre dedication. The system, once constructed, will provide natural gas gathering services to the

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third party. The third party has also agreed to a long-term capacity commitment on our Louisiana Energy Gateway project. This project is expected to go into service in the second half of 2025.

Critical Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. We believe that the nature of these estimates and assumptions is material due to the subjectivity and judgment necessary, or the susceptibility of such matters to change, and the impact of these on our financial condition or results of operations.

Pension and Postretirement Obligations

We have pension and other postretirement benefit plans that require the use of assumptions and estimates to determine the benefit obligations and costs. These estimates and assumptions involve significant judgment and actual results will likely be different than anticipated. Estimates and assumptions utilized include the expected long-term rates of return on plan assets, discount rates, cash balance interest crediting rate, and employee demographics, including retirement age and mortality. These assumptions are reviewed annually and adjustments are made as needed. The assumptions utilized to compute the benefit obligations and costs are shown in Note 7 – Employee Benefit Plans.

The following table presents the estimated increase (decrease) in net periodic benefit cost and obligations resulting from a one-percentage-point change in the specific assumption.

Benefit CostBenefit Obligation
One- Percentage- Point IncreaseOne- Percentage- Point DecreaseOne- Percentage- Point IncreaseOne- Percentage- Point Decrease
(Millions)
Pension benefits:
Discount rate$3$(4)$(73)$85
Expected long-term rate of return on plan assets(11)11
Cash balance interest crediting rate5(4)54(47)
Other postretirement benefits:
Discount rate(3)4(13)16
Expected long-term rate of return on plan assets(3)3

Our expected long-term rates of return on plan assets, as determined at the beginning of each fiscal year, are based on historical returns, forward-looking capital market expectations of at least 10 years from our third-party independent investment advisor, as well as the investment strategy and relative weightings of the asset classes within the investment portfolio. Our expected long-term rate of return on plan assets used for our pension plans was 5.17 percent in 2023. The 2023 actual return on plan assets for our pension plans was approximately 11.4 percent. The 10-year average rate of return on pension plan assets through December 2023 was approximately 6.4 percent. The expected rates of return on plan assets are long-term in nature and are not significantly impacted by short-term market performance.

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

The cash balance interest crediting rate assumption represents the average long-term rate by which the pension plans’ cash balance accounts are expected to grow. Interest on the cash balance accounts is based on the 30-year U.S. Treasury securities rate.

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Results of Operations

Consolidated Overview

The following table and discussion is a summary of our consolidated results of operations for the three years ended December 31, 2023 and should be read in conjunction with the results of operations by segment, as discussed in further detail following this consolidated overview discussion.

Year Ended December 31,
2023$ Changefrom2022*% Changefrom2022*2022$ Changefrom2021*% Changefrom2021*2021
(Millions)
Revenues:
Service revenues$7,026+490+7%$6,536+535+9%$6,001
Service revenues – commodity consideration146-114-44%260+22+9%238
Product sales2,779-1,777-39%4,556+20%4,536
Net gain (loss) from commodity derivatives956+1,343NM(387)-239-161%(148)
Total revenues10,90710,96510,627
Costs and expenses:
Product costs1,884+1,485+44%3,369+562+14%3,931
Net processing commodity expenses151-63-72%88+13+13%101
Operating and maintenance expenses1,984-167-9%1,817-269-17%1,548
Depreciation and amortization expenses2,071-62-3%2,009-167-9%1,842
Selling, general, and administrative expenses665-29-5%636-78-14%558
Gain on sale of business(129)+129NM%
Other (income) expense – net(30)+58NM28-12-75%16
Total costs and expenses6,5967,9477,996
Operating income (loss)4,3113,0182,631
Equity earnings (losses)589-48-8%637+29+5%608
Other investing income (loss) – net108+92NM16+9+129%7
Interest expense(1,236)-89-8%(1,147)+32+3%(1,179)
Net gain from Energy Transfer litigation judgment534+534NM%
Other income (expense) – net99+81NM18+12+200%6
Income (loss) before income taxes4,4052,5422,073
Less: Provision (benefit) for income taxes1,005-580-136%425+86+17%511
Income (loss) from continuing operations3,4002,1171,562
Income (loss) from discontinued operations(97)-97NM%
Net income (loss)3,3032,1171,562
Less: Net income (loss) attributable to noncontrolling interests124-56-82%68-23-51%45
Net income (loss) attributable to The Williams Companies, Inc.$3,179+1,130+55%$2,049+532+35%$1,517

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*    + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.

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2023 vs. 2022

Service revenues increased primarily due to:

•Higher volumes from acquisitions at our Transmission & Gulf of Mexico segment;

•Higher volumes and rates at our Northeast G&P segment; partially offset by

•Lower rates, partially offset by higher volumes at our West segment.

The net sum of Service revenues – commodity consideration, Product sales, Product costs, net realized gains and losses on commodity derivatives related to sales of product, and net realized processing commodity expenses for our reportable segments (excludes Other) comprise our Commodity margins. Product sales and net realized gains and losses on commodity derivatives at our Other segment, which reflect sales related to our upstream operations, comprise Net realized product sales.

Service revenues – commodity consideration, which represent payments we receive in the form of commodities for processing services provided, decreased primarily due to lower NGL prices. Most of these NGL volumes are sold during the month processed and are offset within Product costs below.

The Product sales decrease primarily consists of:

•Lower marketing sales activities at our Gas & NGL Marketing Services segment;

•Lower sales from upstream operations within Other;

•Lower equity NGL sales prices primarily at our West and Transmission & Gulf of Mexico segments;

•Lower system management gas sales primarily at our West and Transmission & Gulf of Mexico segments.

As we are acting as agent for natural gas marketing customers, our natural gas marketing product sales are presented net of the related costs of those activities within our Gas & NGL Marketing Services segment.

Net gain (loss) from commodity derivatives includes realized and unrealized gains and losses from derivative instruments reflected within Total revenues primarily in our Gas & NGL Marketing Services, West, and Other segments (see Note 16 – Commodity Derivatives).

We experience significant earnings volatility from the fair value accounting required for the derivatives used to hedge a portion of the economic value of the underlying transportation and storage portfolio as well as upstream-related production. However, the unrealized fair value measurement gains and losses are generally offset by valuation changes in the economic value of the underlying production or transportation and storage contracts, which is not recognized until the underlying transaction occurs.

The Product costs decrease primarily consists of:

•Lower marketing activities at our Gas & NGL Marketing Services segment;

•Lower costs associated with NGLs acquired as commodity consideration related to our equity NGL production activities;

•Lower system management gas purchases primarily at our West and Transmission & Gulf of Mexico segments.

Net processing commodity expenses increased primarily due to:

•Unfavorable change in unrealized gains and losses from commodity derivatives related to processing plant shrink gas purchases (see Note 16 – Commodity Derivatives);

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•Partially offset by lower natural gas purchases due to lower prices associated with our equity NGL production activities primarily at our West and Transmission & Gulf of Mexico segments.

Operating and maintenance expenses increased primarily due to higher operating costs, including increased costs associated with the February 2023 MountainWest Acquisition, the April 2022 Trace Acquisition, and the August 2022 NorTex Asset Purchase, and increased scope and timing of operating and maintenance activities.

Depreciation and amortization expenses increased primarily related to our upstream assets, and assets acquired in the February 2023 MountainWest Acquisition, the April 2022 Trace Acquisition, and the August 2022 NorTex Asset Purchase. The increase is partially offset by lower amortization of intangibles related to our 2021 Sequent Acquisition.

Selling, general, and administrative expenses increased primarily due to acquisition and transition-related costs associated with the MountainWest Acquisition.

Gain on sale of business resulted from our sale of certain liquids pipelines in the Gulf Coast region (see Note 3 – Acquisitions and Divestitures).

Other (income) expense – net within Operating income (loss) changed favorably primarily due to:

•A favorable change associated with regulatory liabilities established for the impacts of deferred income taxes at Northwest Pipeline and the absence of 2022 regulatory charges associated with a decrease in Transco’s estimated deferred state income tax rate;

•The absence of a 2022 loss related to Eminence storage cavern abandonments;

•A 2023 gain related to a contract settlement.

Equity earnings (losses) changed unfavorably primarily due to a decrease at Laurel Mountain and our share of a loss contingency accrual related to our 14 percent ownership in Aux Sable Liquid Products LP, partially offset by increases at Blue Racer and OPPL.

The favorable change in Other investing income (loss) – net includes higher interest income earned on higher cash and cash equivalent balances, and a gain on remeasuring our existing equity-method investment in RMM to fair value with the acquisition of the remaining 50 percent ownership (see Note 3 – Acquisitions and Divestitures).

The increase in Interest expense was primarily due to our 2023 debt issuances and MountainWest's long-term debt (see Note 12 – Debt and Banking Arrangements), partially offset by an increase in interest capitalized related to ongoing expansion projects.

The Net gain from Energy Transfer litigation judgment resulted from a favorable ruling on the final order and judgment of our complaint against Energy Transfer (see Note 17 – Contingencies and Commitments).

The favorable change in Other income (expense) – net below Operating income (loss) includes an increase in equity allowance for funds used during construction (equity AFUDC) at our Transmission & Gulf of Mexico segment and the related effects of deferred taxes within Other.

Provision (benefit) for income taxes changed unfavorably primarily due to higher pre-tax income, the absence of a benefit related to the release of valuation allowances on deferred income tax assets in 2022, a lower benefit associated with decreases in our estimate of the state deferred income tax rate in both periods, and the absence of 2022 federal income tax settlements. See Note 6 – Provision (Benefit) for Income Taxes for a discussion of the effective tax rate compared to the federal statutory rate for both periods.

Income (loss) from discontinued operations in 2023 includes a pre-tax charge of $125 million to increase the related accrued liability associated with our Alaska refinery contamination litigation, partially offset by the related income tax effect (see Note 17 – Contingencies and Commitments).

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The unfavorable change in Net income (loss) attributable to noncontrolling interests is primarily due to higher results at Cardinal and the Northeast JV.

2022 vs. 2021

Service revenues increased primarily due to higher gathering and processing rates driven by favorable commodity prices and annual contractual rate escalations for certain of our West and Northeast G&P operations, higher volumes including from the Trace Acquisition and NorTex Asset Purchase, higher transportation fee revenues associated with the Leidy South expansion project placed fully in service at Transco in December 2021, and higher reimbursable electric power costs and storage rates which are substantially offset in Operating and maintenance expenses.

Service revenues – commodity consideration increased primarily due to higher NGL prices, partially offset by lower NGL volumes. These revenues represent consideration we receive in the form of commodities as full or partial payment for processing services provided. Most of these NGL volumes are sold during the month processed and therefore are offset within Product costs below.

Product sales increased primarily due to higher marketing sales prices and volumes, including increased volumes associated with the Sequent Acquisition in third-quarter 2021 and the Trace Acquisition in second-quarter 2022. Product sales also increased due to higher sales volumes and prices associated with our upstream operations and system management gas sales, as well as higher prices and lower volumes related to our equity NGL sales activities. These increases were partially offset by an unfavorable change in natural gas marketing sales primarily due to the impact of netting the 2022 legacy natural gas marketing revenues with the associated costs (see Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies). As we are acting as agent for natural gas marketing customers of our Gas & NGL Marketing Services segment, our natural gas marketing product sales are presented net of the related costs of those activities, including significant 2022 lower of cost or net realizable value adjustments to our natural gas inventory.

The unfavorable change in Net gain (loss) from commodity derivatives primarily reflects higher net unrealized losses in our Gas & NGL Marketing Services segment, and higher net realized losses related to derivative contracts in our Other segment. Lower net realized losses at our West segment and a net unrealized gain at our Other segment in 2022 partially offset these impacts.

Product costs decreased primarily due to the impact of netting the 2022 legacy natural gas marketing revenues with the associated costs. This decrease was partially offset by higher prices and volumes associated with our NGL marketing activities, including the increase in volumes associated with the Trace Acquisition in second-quarter 2022, as well as significant 2022 lower of cost or net realizable value adjustments to our NGL inventory. Product costs also increased due to higher system management gas purchases and higher NGL prices associated with volumes acquired as commodity consideration related to our equity NGL production activities.

Net processing commodity expenses decreased primarily due to the impact of a 2022 net unrealized gain from derivatives for processing plant shrink gas purchases and lower volumes for natural gas purchases associated with our equity NGL production activities, partially offset by higher net realized prices.

Operating and maintenance expenses increased primarily due to higher operating and maintenance costs, including $63 million of higher reimbursable electric power and storage costs which are substantially offset in Service revenues. The increase was also a result of higher expenses associated with our upstream operations, increased costs associated with Transco's Leidy South expansion project placed in service in December 2021, higher employee-related expenses, and higher expenses associated with the 2022 Trace Acquisition and NorTex Asset Purchase.

Depreciation and amortization expenses increased primarily due to amortization of intangibles acquired in the Sequent and Trace Acquisitions and an increase in depreciation at Transco related to ARO revisions (offset in Other (income) expense – net within Operating income (loss) resulting in no net impact on our results of operations), partially offset by the absence of 2021 depreciation on certain decommissioned facilities in our West segment.

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Selling, general, and administrative expenses increased primarily due to higher employee-related expenses driven by the Sequent Acquisition in July 2021 and higher expenses for various corporate costs, including technology costs to support efforts to track and quantify emissions associated with natural gas procurement, transmission, and delivery.

Other (income) expense – net within Operating income (loss) changed unfavorably primarily due to charges related to Eminence storage cavern abandonments and monitoring, as well as regulatory charges associated with a decrease in Transco’s estimated deferred state income tax rate, offset by the deferral of ARO depreciation (offset in Depreciation and amortization expenses resulting in no net impact on our results of operations).

Equity earnings (losses) changed favorably primarily due to increases at investments across our West segment, including RMM, and at Laurel Mountain, partially offset by a decrease at Appalachia Midstream Investments.

Provision (benefit) for income taxes changed favorably primarily due to a benefit associated with a decrease in our estimate of the state deferred income tax rate, a benefit related to the release of a valuation allowance, and federal settlements, partially offset by higher pre-tax income. See Note 6 – Provision (Benefit) for Income Taxes for a discussion of the effective tax rate compared to the federal statutory rate for both periods.

The unfavorable change in Net income (loss) attributable to noncontrolling interests is primarily due to higher results at the Northeast JV.

Year-Over-Year Operating Results – Segments

We evaluate segment operating performance based upon Modified EBITDA. Note 18 – Segment Disclosures includes a reconciliation of this non-GAAP measure to Net income (loss). Management uses Modified EBITDA because it is an accepted financial indicator used by investors to compare company performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of our assets. Modified EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP.

Transmission & Gulf of Mexico

Year Ended December 31,
202320222021
(Millions)
Service revenues$3,858$3,579$3,385
Service revenues – commodity consideration (1)386452
Product sales (1)252404349
Net realized gain (loss) from commodity derivatives (1)2
Segment revenues4,1504,0473,786
Product costs (1)(246)(399)(349)
Net processing commodity expenses (1)(13)(26)(17)
Other segment costs and expenses(1,157)(1,141)(982)
Gain on sale of business129
Proportional Modified EBITDA of equity-method investments205193183
Transmission & Gulf of Mexico Modified EBITDA$3,068$2,674$2,621
Commodity margins$33$43$35

_______________

(1)Included as a component of Commodity margins.

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2023 vs. 2022

Transmission & Gulf of Mexico Modified EBITDA increased primarily due to higher Service revenues and a Gain on sale of business.

Service revenues increased primarily due to:

•A $222 million increase due to the acquisition of MountainWest primarily in transportation and storage revenues;

•A $42 million increase due to the NorTex Asset Purchase primarily in storage and transportation revenues;

•A $30 million increase in the Eastern Gulf Coast region primarily due to higher production handling volumes from new wells at Devils Tower, partially offset by lower volumes from the Norphlet pipeline due to natural decline;

•A $15 million increase in Transco’s revenues associated with the Regional Energy Access expansion project placed partially in-service in the fourth quarter of 2023;

•A $12 million increase in Transco’s and Northwest Pipeline’s revenues associated with short-term firm transportation; partially offset by

•A $19 million decrease due to lower rates from the FERC rate case settlement effective January 1, 2023, at Northwest Pipeline;

•A $14 million decrease in reimbursable electric power costs and storage rates, offset by similar changes in electricity charges and storage costs, reflected in Other segment costs and expenses;

•A $10 million decrease due to the sale of certain liquids pipelines in the Gulf Coast region in September 2023 primarily in transportation revenues (see Note 3 – Acquisitions and Divestitures).

Commodity margins decreased primarily due to a $15 million decrease from our equity NGLs, driven by unfavorable net realized pricing for equity NGL sales, partially offset by lower prices for natural gas purchases associated with our equity NGL production activities.

Other segment costs and expenses increased primarily due to:

•Higher operating and administrative costs including higher operating, acquisition, and transition costs related to our MountainWest Acquisition and NorTex Asset Purchase; and higher costs related to timing and scope of general maintenance activities primarily at Transco, partially offset by lower reimbursable electric power costs and storage costs, which are offset by a similar change in electricity reimbursements and storage revenues reflected in Service revenues; and lower employee-related costs;

•Higher project feasibility costs; partially offset by

•Favorable changes associated with regulatory liabilities established for the impacts of deferred income taxes at Northwest Pipeline associated with the FERC rate case settlement mentioned above in Service revenues and the absence of 2022 regulatory charges associated with decreases in Transco’s estimated deferred state income tax rate;

•A favorable change in equity AFUDC as a result of increased capital expenditures at Transco;

•The absence of losses related to Eminence storage cavern abandonments in 2022.

Gain on sale of business reflects a gain recognized on the sale of certain liquids pipelines in the Gulf Coast region in September 2023 (see Note 3 – Acquisitions and Divestitures).

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2022 vs. 2021

Transmission & Gulf of Mexico Modified EBITDA increased primarily due to higher Service revenues, partially offset by higher Other segment costs and expenses.

Service revenues increased primarily due to:

•A $163 million increase in Transco’s service revenues primarily associated with the Leidy South expansion project placed fully in service in December 2021, park and loan services, short-term firm transportation, overall demand, and commodity fee revenues. Additionally, 2022 benefited from higher reimbursable electric power costs and storage rates effective since the second quarter of 2022, partially offset by lower cash out surcharges, all of which are offset by similar changes in electricity, storage and cash out charges reflected in Other segment costs and expenses;

•A $21 million increase in the Eastern Gulf Coast region primarily due to higher production handling and gathering volumes from the absence of temporary shut-ins due to producer operational issues and weather-related events in 2021, partially offset by a decrease at Gulfstar One for the Tubular Bells field primarily due to lower production handling, gathering and transportation volumes from natural decline;

•A $16 million increase primarily related to storage and transportation revenues due to the acquisition of NorTex in August 2022; partially offset by

•A $13 million decrease in the Western Gulf Coast region primarily at Perdido due to lower transportation and gathering volumes from temporary downtime from producer operational issues in 2022.

Commodity margins associated with our equity NGLs increased $5 million primarily driven by favorable NGL sales prices, partially offset by higher prices for natural gas purchases associated with our equity NGL production activities.

Other segment costs and expenses increased primarily due to higher operating costs including higher reimbursable electric power costs and storage costs, partially offset by favorable cash out charges, all of which are offset by similar changes in electricity reimbursements, cash out charges, and storage revenues reflected in Service revenues. Additionally, 2022 was impacted by higher costs associated with the Leidy South expansion project; maintenance costs primarily related to general maintenance at Transco, Gulf Coast region, and Northwest Pipeline; charges related to Eminence storage cavern abandonments and monitoring; and regulatory charges associated with a decrease in Transco’s estimated deferred state income tax rate, higher employee-related costs, corporate allocations, and operations acquired in the NorTex Asset Purchase. These increases are partially offset by a favorable change in the deferral of ARO related depreciation at Transco.

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Northeast G&P

Year Ended December 31,
202320222021
(Millions)
Service revenues$1,896$1,654$1,528
Service revenues – commodity consideration (1)5147
Product sales (1)13213499
Segment revenues2,0331,8021,634
Product costs (1)(123)(135)(99)
Net processing commodity expenses (1)(2)(3)(2)
Other segment costs and expenses(566)(522)(503)
Proportional Modified EBITDA of equity-method investments574654682
Northeast G&P Modified EBITDA$1,916$1,796$1,712
Commodity margins$12$10$5

(1)Included as a component of Commodity margins.

2023 vs. 2022

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

Service revenues increased primarily due to:

•A $92 million increase in revenues at the Northeast JV primarily related to higher transportation & fractionation, processing, and gathering volumes as well as higher processing rates;

•An $84 million increase in revenues in the Utica Shale region primarily related to higher gathering rates resulting from annual cost of service contract redeterminations and higher volumes, partially offset by the absence of proceeds from the release of an acreage dedication in 2022;

•A $61 million increase in gathering revenues at Susquehanna Supply Hub primarily related to escalated rates as well as higher volumes.

Other segment costs and expenses increased primarily due to increased scope of operations, a loss contingency accrual, and higher operating taxes.

Proportional Modified EBITDA of equity-method investments decreased at Laurel Mountain due to lower commodity-based gathering rates, MVC, and volumes, and at Aux Sable Liquid Products LP primarily due to our $31 million share of a loss contingency accrual related to our 14 percent ownership. The decrease was partially offset by an increase at Blue Racer primarily driven by higher gathering and processing volumes. Additionally, Appalachia Midstream Investments increased primarily driven by higher gathering volumes and annual rate escalations at Marcellus South, partially offset by lower gathering rates resulting from annual cost of service contract redeterminations and lower volumes at the Bradford Supply Hub.

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2022 vs. 2021

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

Service revenues increased primarily due to:

•A $64 million increase in revenues at the Northeast JV primarily related to higher gathering, processing, and fractionation volumes as well as higher processing rates;

•A $43 million increase in revenues in the Utica Shale region primarily related to higher gathering rates resulting from annual cost of service contract redeterminations, as well as proceeds from the release of an acreage dedication;

•A $14 million increase in revenues associated with reimbursable expenses, which is offset by similar changes in the charges reflected in Other segment costs and expenses;

•No change in revenues at Susquehanna Supply Hub primarily related to higher gathering rates, offset by lower gathering volumes.

Other segment costs and expenses increased primarily due to higher operating expenses, including higher electricity and fuel, which is partially offset in Service revenues.

Proportional Modified EBITDA of equity-method investments decreased at Appalachia Midstream Investments primarily driven by lower gathering rates resulting from annual cost of service contract redeterminations as well as lower volumes. Additionally, there was a decrease at Blue Racer primarily due to lower volumes. The decrease was partially offset by an increase at Laurel Mountain primarily due to higher commodity-based gathering rates.

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West

Year Ended December 31,
202320222021
(Millions)
Service revenues$1,502$1,542$1,248
Service revenues – commodity consideration (1)103182179
Product sales (1)441841643
Net realized gain (loss) from commodity derivatives relating to service revenues82(1)(15)
Net realized gain (loss) from commodity derivatives relating to product sales (1)7(3)(29)
Net realized gain (loss) from commodity derivatives89(4)(44)
Segment revenues2,1352,5612,026
Product costs (1)(425)(813)(608)
Net processing commodity expenses (1)(92)(105)(85)
Other segment costs and expenses(542)(564)(477)
Proportional Modified EBITDA of equity-method investments162132105
West Modified EBITDA$1,238$1,211$961
Commodity margins$34$102$100

________________

(1) Included as a component of Commodity margins.

2023 vs. 2022

West Modified EBITDA increased primarily due to a favorable change in Net realized gain (loss) from commodity derivatives relating to service revenues, higher Proportional Modified EBITDA of equity-method investments, and lower Other segment costs and expenses, partially offset by lower Commodity margins and Service revenues.

Service revenues decreased primarily due to:

•A $120 million decrease in the Barnett Shale region primarily due to lower gathering rates driven by unfavorable commodity pricing;

•A $13 million decrease in the Eagle Ford Shale region primarily due to lower MVC revenues, partially offset by escalated gathering rates and higher gathering volumes;

•A $6 million decrease associated with reimbursable compressor power and fuel purchases primarily due to lower prices, which are offset by similar changes in Other segment costs and expenses; partially offset by

•A $69 million increase in the Haynesville Shale region primarily associated with higher gathering volumes including from increased producer activity and the Trace Acquisition in April 2022, partially offset by lower rates driven by unfavorable commodity pricing;

•A $25 million increase in the DJ Basin region primarily associated with the DJ Basin Acquisitions in November 2023 (see Note 3 – Acquisitions and Divestitures);

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•A $15 million increase in our other NGL operations associated with higher storage fees primarily due to a new contract as well as higher fractionation fees primarily due to higher volumes partially offset by lower rates from lower natural gas prices.

Net realized gain (loss) from commodity derivatives relating to service revenues reflects a favorable change in settled commodity prices relative to our natural gas hedge positions.

Commodity margins decreased $68 million primarily due a $46 million decrease from our equity NGLs and a $14 million decrease from other sales activities, both primarily due to lower net realized commodity pricing.

Other segment costs and expenses decreased primarily due to a favorable change in our net imbalance liability due to changes in pricing, favorable contract settlements in first-quarter 2023, lower corporate allocations, and lower reimbursable compressor power and fuel purchases which are substantially offset in Service revenues. These items were partially offset by higher operating expenses related to operations including those acquired in the Trace Acquisition and the DJ Basin Acquisitions, lower system gains at Wamsutter, and a fourth quarter 2023 write-down of assets held for sale.

Proportional Modified EBITDA of equity-method investments increased primarily due to higher volumes at OPPL as well as higher volumes at RMM, partially offset by lower proportional results as RMM was consolidated as of November 30, 2023.

2022 vs. 2021

West Modified EBITDA increased primarily due to higher Service revenues and a favorable change in Net realized gain (loss) from commodity derivatives, partially offset by higher Other segment costs and expenses.

Service revenues increased primarily due to:

•A $186 million increase in the Haynesville Shale region primarily due to higher gathering volumes including volumes from the Trace Acquisition as well as higher gathering rates driven by favorable commodity pricing;

•A $96 million increase in the Barnett Shale region primarily due to higher gathering rates driven by favorable commodity pricing;

•A $14 million increase associated with higher fractionation fees primarily due to higher fractionation volumes from a new contract;

•A $4 million increase in the Eagle Ford Shale region primarily due to higher MVC revenues, escalated gathering rates, and higher deferred revenue amortization, substantially offset by lower volumes due to decreased producer activity; partially offset by

•A $10 million decrease in the Wamsutter region primarily due to lower MVC revenue.

Net realized gain (loss) from commodity derivatives relating to service revenues changed favorably due to a change in settled commodity prices relative to our hedge positions.

Product margins from our equity NGLs increased $6 million primarily due to higher net realized NGL sales prices, partially offset by higher net realized prices for natural gas purchases associated with our equity NGL production activities. Additionally, volumes of equity NGL sold and natural gas purchased associated with our equity NGL production activities were lower primarily due to a customer contract change. Margins from other sales activities increased $16 million primarily due to higher condensate sales and favorable pricing. Marketing margins decreased $20 million primarily due to the absence of the favorable impact of Winter Storm Uri in the first quarter of 2021.

Other segment costs and expenses increased primarily due to higher operating expenses related to timing and scope of activities including from operations acquired in the Trace Acquisition, the absence of gains on asset sales in

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2021, higher corporate allocations, acquisition-related costs associated with the Trace Acquisition, and an unfavorable change in our net imbalance liability due to changes in pricing.

Proportional Modified EBITDA of equity-method investments increased primarily due to higher volumes at OPPL and higher commodity prices and volumes at RMM.

Gas & NGL Marketing Services

Year Ended December 31,
202320222021
(Millions)
Service revenues$1$3$3
Product sales (1)2,0603,5344,292
Net realized gain (loss) from commodity derivative instruments (1)1151725
Net unrealized gain (loss) from commodity derivative instruments702(321)(109)
Net gain (loss) from commodity derivatives817(304)(84)
Segment revenues2,8783,2334,211
Net unrealized gain (loss) from commodity derivative instruments within Net processing commodity expenses(43)47
Product costs (1)(1,786)(3,228)(4,152)
Other segment costs and expenses(99)(92)(37)
Gas & NGL Marketing Services Modified EBITDA$950$(40)$22
Commodity margins$389$323$165

________________

(1) Included as a component of Commodity margins.

2023 vs. 2022

Gas & NGL Marketing Services Modified EBITDA increased primarily due to a favorable change in Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and higher Commodity margins, partially offset by an unfavorable change in Net unrealized gain (loss) from commodity derivative instruments within Net processing commodity expenses.

Commodity margins increased $66 million primarily due to:

•A $65 million increase from our natural gas marketing operations including $129 million of higher natural gas storage marketing margins primarily driven by a favorable change of $111 million in lower of cost or net realizable value adjustment; and the absence of a $15 million charge related to the remaining recognition of a purchase accounting inventory fair value adjustment in 2022. The increase in our natural gas marketing margins was partially offset by $64 million of lower natural gas transportation capacity marketing margins due to less favorable net realized pricing spreads;

•A $1 million increase in our NGL marketing margins including a $20 million favorable change in lower of cost or net realizable value inventory adjustments, partially offset by higher transportation and fractionation fees and an unfavorable change in net realized gains and losses on sale of inventory in 2023 compared to 2022 driven by an unfavorable change in NGL prices.

Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and Net processing commodity expenses relates to derivative contracts that are not designated as hedges for accounting purposes. The change from 2022 is primarily due to a change in forward commodity prices relative to our hedge positions in 2023 compared to 2022.

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2022 vs. 2021

Gas & NGL Marketing Services Modified EBITDA decreased primarily due to higher net unrealized loss from derivative instruments and higher Other segment costs and expenses, partially offset by higher Commodity margins.

Commodity margins increased $158 million primarily due to:

•A $188 million increase in natural gas marketing margins which included the following:

◦A $301 million increase in natural gas transportation capacity marketing margins primarily resulting from the Sequent Acquisition in the third quarter of 2021 and an increase in favorable pricing spreads in 2022 compared to 2021; partially offset by

◦A $58 million decrease associated with our legacy natural gas marketing operations primarily due to the absence of the favorable impact of Winter Storm Uri in the first quarter of 2021;

◦A $55 million decrease in natural gas storage marketing margins due primarily to an increase in lower of cost or net realizable value inventory adjustments of $115 million and higher storage fees, partially offset by higher storage withdrawals in 2022 compared to 2021.

•A $30 million decrease in our NGL marketing margins primarily due to lower of cost or net realizable value inventory adjustments in 2022.

Net unrealized gain (loss) from commodity derivative instruments changed primarily due to the Sequent Acquisition in July 2021, and a change in forward commodity prices relative to our hedge positions in 2022 compared to 2021.

Other segment costs and expenses increased primarily due to higher employee-related costs related to the Sequent Acquisition and higher corporate allocations.

Other

Year Ended December 31,
202320222021
(Millions)
Service revenues$16$24$32
Product sales (1)442706333
Net realized gain (loss) from commodity derivative instruments (1)47(104)(20)
Net unrealized gain (loss) from commodity derivative instruments125
Net gain (loss) from commodity derivatives48(79)(20)
Segment revenues506651345
Other segment costs and expenses(197)(217)(167)
Net gain from Energy Transfer litigation judgment534
Proportional Modified EBITDA of equity-method investments(2)
Other Modified EBITDA$841$434$178
Net realized product sales$489$602$313

________________

(1) Included as a component of Net realized product sales.

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2023 vs. 2022

Other Modified EBITDA increased primarily due to the Net gain from Energy Transfer litigation judgment (see Note 17 – Contingencies and Commitments), partially offset by lower results from our upstream operations, which included the following:

•$113 million decrease in Net realized product sales primarily due to lower net realized commodity prices, partially offset by higher sales associated with increased production volumes. Higher natural gas production volumes from new wells in our Haynesville Shale region and higher crude oil production volumes from new wells in our Wamsutter region were partially offset by lower natural gas and NGL production volumes in our Wamsutter region driven by the impact of severe winter weather in 2023;

•A $24 million unfavorable change in Net unrealized gain (loss) from commodity derivative instruments due to a change in forward commodity prices relative to our hedge positions in 2023 compared to 2022; partially offset by

•An increase in Other segment costs and expenses associated with our upstream operations primarily due to increased production volumes and expenses related to severe winter weather in 2023, partially offset by lower associated ad valorem and production taxes, which were impacted by lower commodity prices and lower natural gas and NGL production volumes in our Wamsutter region.

Other segment costs and expenses not associated with our upstream operations decreased primarily due to the absence of an $11 million charge related to an accrual for loss contingency in the third quarter of 2022 and a $19 million favorable change associated with regulatory assets related to the effects of deferred taxes on equity funds used during construction.

2022 vs. 2021

Other Modified EBITDA increased primarily due to $248 million higher results from our upstream operations which included the following:

•A $289 million increase in Net realized product sales primarily due to higher commodity prices in 2022, partially offset by the absence of the favorable impact of Winter Storm Uri in 2021 and an unfavorable change in Net realized gain (loss) from commodity derivative instruments due to an increase in commodity prices relative to our hedge positions and an increase in the volume of production hedged in 2022 compared to 2021. Net realized product sales also increased due to higher production from new wells and higher volumes associated with acquisitions of additional ownership interests in 2021;

•A $25 million favorable change in Net unrealized gain (loss) from commodity derivative instruments due to a change in forward commodity prices relative to our hedge positions and an increase in the volume of production hedged in 2022 compared to 2021; partially offset by

•A $66 million increase in Other segment costs and expenses primarily due to the increased scale of our upstream operations and higher associated production taxes, which were also impacted by higher commodity prices and higher volumes as well as higher tax rates.

Other segment costs and expenses also includes an $11 million charge related to an accrual for loss contingency in 2022, substantially offset by the absence of a $10 million charge related to an accrual for loss contingency in 2021.

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Management’s Discussion and Analysis of Financial Condition and Liquidity

Overview

We have continued to focus on earnings and cash flow growth, noting significant increases in both net income and cash provided by operating activities. During 2023, investing and financing expenditures included $2.5 billion of capital expenditures, $1.6 billion of acquisitions including MountainWest and Cureton, and $2.2 billion of dividends paid to common shareholders. These expenditures were funded in part by $5.9 billion of cash provided by operating activities (which includes a net $534 million related to our favorable Energy Transfer litigation outcome - see Note 17 – Contingencies and Commitments), and cash from borrowing activities of $2.5 billion. Our financial position also reflects the deferred consideration obligation for the RMM Acquisition (see Note 3 – Acquisitions and Divestitures). We ended the year with $2.150 billion of Cash and cash equivalents as reported on our Consolidated Balance Sheet. See also the following section titled Sources (Uses) of Cash.

Outlook

Our growth capital and investment expenditures in 2024 are currently expected to be in a range from $1.45 billion to $1.75 billion, excluding the Gulf Coast Storage Acquisition for $1.95 billion (see Note 3 – Acquisitions and Divestitures). Growth capital spending in 2024 primarily includes Transco expansions, all of which are fully contracted with firm transportation agreements, projects supporting growth in the Haynesville Basin, and projects supporting the Northeast G&P business. We also expect to invest capital in our Other segment ventures. 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 reduce emissions, and meet legal, regulatory, and/or contractual commitments. We intend to fund substantially all planned 2024 capital spending with cash available after paying dividends. We retain the flexibility to adjust planned levels of growth capital and investment expenditures in response to changes in economic conditions or business opportunities including the repurchase of our common stock.

On January 5, 2024, we issued $2.1 billion in long-term debt (see Note 12 – Debt and Banking Arrangements).

As of December 31, 2023, we have approximately $2.337 billion of long-term debt due within one year. Our potential sources of liquidity available to address these maturities include cash on hand, proceeds from refinancing, our credit facility, or our commercial paper program, as well as proceeds from asset monetizations.

Liquidity

Based on our forecasted levels of cash flow from operations and other sources of liquidity, we expect to have sufficient liquidity to manage our businesses in 2024. Our potential material internal and external sources and uses of liquidity are as follows:

Sources:
Cash and cash equivalents on hand
Cash generated from operations
Distributions from our equity-method investees
Utilization of our credit facility and/or commercial paper program
Cash proceeds from issuance of debt and/or equity securities
Proceeds from asset monetizations
Uses:
Working capital requirements
Capital and investment expenditures
Product costs
Gas & NGL Marketing Services payments for transportation and storage capacity and gas supply
Other operating costs including human capital expenses
Quarterly dividends to our shareholders
Repayments of borrowings under our credit facility and/or commercial paper program
Debt service payments, including payments of long-term debt
Distributions to noncontrolling interests
Share repurchase program

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At December 31, 2023, we have approximately $23.376 billion of long-term debt due after one year. See Note 12 – Debt and Banking Arrangements for the aggregate maturities over the next five years. Our potential sources of liquidity available to address these maturities include cash generated from operations, proceeds from refinancing, our credit facility, or our commercial paper program, as well as proceeds from asset monetizations.

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

At December 31, 2023, we had a working capital deficit of $1.317 billion, including cash and cash equivalents and long-term debt due within one year. Our available liquidity is as follows:

Available LiquidityDecember 31, 2023
(Millions)
Cash and cash equivalents$2,150
Capacity available under our $3.75 billion credit facility, less amounts outstanding under our $3.5 billion commercial paper program (1)3,025
$5,175

__________

(1)In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program. We had $725 million of commercial paper outstanding at December 31, 2023. The highest amount outstanding under our commercial paper program and credit facility during 2023 was $730 million. At December 31, 2023, we were in compliance with the financial covenants associated with our credit facility. See Note 12 – Debt and Banking Arrangements for additional information on our credit facility and commercial paper program.

Dividends

We increased our regular quarterly cash dividend to common stockholders by approximately 5.3 percent from the $0.425 per share paid in each quarter of 2022, to $0.4475 per share paid in each quarter of 2023.

Registrations

Prior to the expiration of our shelf registration statement, we anticipate filing a new shelf registration statement as a well-known seasoned issuer.

Distributions from Equity-Method Investees

The organizational documents of entities in which we have an equity-method investment generally require periodic distributions of their available cash to their members. In each case, available cash is reduced, in part, by reserves appropriate for operating their respective businesses. See Note 8 – Investing Activities for our more significant equity-method investees.

Credit Ratings

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

Rating AgencyOutlookSenior Unsecured Debt Rating
S&P Global RatingsStableBBB
Moody’s Investors ServiceStableBaa2
Fitch RatingsStableBBB

These credit ratings are included for informational purposes and are not recommendations to buy, sell, or hold our securities, and each rating should be evaluated independently of any other rating. No assurance can be given that the credit rating agencies will continue to assign us investment-grade ratings even if we meet or exceed their current

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criteria for investment-grade ratios. A downgrade of our credit ratings might increase our future cost of borrowing and, if ratings were to fall below investment-grade, could require us to provide additional collateral to third parties, negatively impacting our available liquidity.

Sources (Uses) of Cash

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

Cash FlowYear Ended December 31,
Category202320222021
(Millions)
Sources of cash and cash equivalents:
Net cash provided (used) by operating activitiesOperating$5,938$4,889$3,945
Proceeds from long-term debt (see Note 12)Financing2,7551,7552,155
Proceeds from (payments of) commercial paper - netFinancing372345
Proceeds from sale of business (see Note 3)Investing346
Uses of cash and cash equivalents:
Capital expendituresInvesting(2,516)(2,253)(1,239)
Common dividends paidFinancing(2,179)(2,071)(1,992)
Purchases of businesses, net of cash acquired (see Note 3)Investing(1,568)(933)(151)
Payments of long-term debt (see Note 12)Financing(634)(2,876)(894)
Dividends and distributions paid to noncontrolling interestsFinancing(213)(204)(187)
Purchases of and contributions to equity-method investments (see Note 8)Investing(141)(166)(115)
Purchases of treasury stockFinancing(130)(9)
Other sources / (uses) – netFinancing and Investing(32)(5)16
Increase (decrease) in cash and cash equivalents$1,998$(1,528)$1,538

Operating activities

The factors that determine operating activities are largely the same as those that affect Net income (loss), with the exception of noncash items such as Depreciation and amortization, Provision (benefit) for deferred income taxes, Equity (earnings) losses, Net unrealized (gain) loss from commodity derivative instruments, Gain on sale of business, Inventory write-downs, and Amortization of stock-based awards.

Our Net cash provided (used) by operating activities in 2023 increased from 2022 primarily due to higher operating income (excluding noncash items as previously discussed), as well as favorable changes in net operating working capital and margin requirements, partially offset by lower Distributions from equity-method investees.

Our Net cash provided (used) by operating activities in 2022 increased from 2021 primarily due to higher operating income (excluding noncash items as previously discussed), favorable changes in margin requirements, and higher Distributions from equity-method investees, partially offset by net unfavorable changes in net operating working capital.

Environmental

We are a participant in certain environmental activities in various stages including assessment studies, cleanup operations, and/or remedial processes at certain sites, some of which we currently do not own (see Note 17 – Contingencies and Commitments). We are monitoring these sites in a coordinated effort with other potentially responsible parties, the EPA, or other governmental authorities. We are jointly and severally liable along with

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unrelated third parties in some of these activities and solely responsible in others. Current estimates of the most likely costs of such activities are approximately $48 million, all of which are included in Accrued and other current liabilities and Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet at December 31, 2023. We will seek to recover approximately $3 million of accrued costs related to remediation activities by our interstate gas pipelines through future natural gas transmission rates. The remainder of these costs will be funded from operations. During 2023, we paid approximately $7 million for cleanup and/or remediation and monitoring activities. We expect to pay approximately $9 million in 2024 for these activities. Estimates of the most likely costs of cleanup are generally based on completed assessment studies, preliminary results of studies, or our experience with other similar cleanup operations. At December 31, 2023, certain assessment studies were still in process for which the ultimate outcome may yield different estimates of most likely costs. Therefore, the actual costs incurred will depend on the final amount, type, and extent of contamination discovered at these sites, the final cleanup standards mandated by the EPA or other governmental authorities, and other factors.

The EPA and various state regulatory agencies routinely propose and promulgate new rules and issue updated guidance to existing rules. These rulemakings include, but are not limited to, rules for reciprocating internal combustion engine and combustion turbine maximum achievable control technology, reviews and updates to the National Ambient Air Quality Standards, and rules for new and existing source performance standards for volatile organic compounds and methane. We continuously monitor these regulatory changes and how they may impact our operations. Implementation of new or modified regulations may result in impacts to our operations and increase the cost of additions to Property, plant, and equipment – net in the Consolidated Balance Sheet for both new and existing facilities in affected areas; however, due to regulatory uncertainty on final rule content and applicability timeframes, we are unable to reasonably estimate the cost these regulatory impacts at this time.

We consider prudently incurred environmental assessment and remediation costs and the costs associated with compliance with environmental standards to be recoverable through rates for our interstate natural gas transmission pipelines. Historically, with limited exceptions, we have been permitted recovery of these environmental costs, and it is our intent to continue seeking recovery of such costs through future rate filings.

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FY 2022 10-K MD&A

SEC filing source: 0000107263-23-000007.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-02-27. Report date: 2022-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

We are an energy company committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Our operations are located in the United States.

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

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

Our operations are conducted, managed, and presented within the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, West, and Gas & NGL Marketing Services, consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources. All remaining business activities, including our upstream operations and corporate activities, are included in Other. Our reportable segments are comprised of the following business activities:

•Transmission & Gulf of Mexico is comprised of our interstate natural gas pipelines, Transco and Northwest Pipeline, 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 entity, or VIE), a 50 percent equity-method investment in Gulfstream, and a 60 percent equity-method investment in Discovery. Transmission & Gulf of Mexico also includes natural gas storage facilities and pipelines providing services in north Texas.

•Northeast G&P is comprised of our midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in our Northeast JV (a consolidated VIE) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal (a consolidated VIE) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain, a 50 percent equity-method investment in Blue Racer, and Appalachia Midstream Investments.

•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 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, a 20 percent equity-method investment in Targa Train 7, and a 15 percent equity-method investment in Brazos Permian II.

•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.

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Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to our current continuing operations and should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this report.

Dividends

In December 2022, we paid a regular quarterly dividend of $0.425 per share. On January 31, 2023, our board of directors approved a regular quarterly dividend of $0.4475 per share payable on March 27, 2023.

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.

Recent Developments

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.

Company Outlook

Our strategy is to provide a large-scale, reliable, and clean energy infrastructure designed to maximize the opportunities created by the vast supply of natural gas and natural gas products that exists in the United States. We accomplish this by connecting the growing demand for cleaner fuels and feedstocks with our major positions in the premier natural gas and natural gas products supply basins. We continue to maintain a strong commitment to safety, environmental stewardship including seeking opportunities for renewable energy ventures, operational excellence, and customer satisfaction. We believe that accomplishing these goals will position us to deliver safe, reliable, clean energy services to our customers and an attractive return to our shareholders. Our business plan for 2023 includes a continued focus on earnings and cash flow growth.

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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. We also anticipate increases resulting from the development of our upstream oil and gas properties and a full year of contribution from recently acquired Trace and NorTex assets. These increases are partially offset by a lower expected commodity price environment.

We seek to maintain a strong financial position and liquidity, as well as manage a diversified portfolio of safe, clean, and reliable energy infrastructure assets that continue to serve key growth markets and supply basins in the United States. Our growth capital and investment expenditures in 2023 are expected to be in a range from $1.40 billion to $1.70 billion, excluding the MountainWest Acquisition. Growth capital spending in 2023 primarily includes Transco expansions, all of which are fully contracted with firm transportation agreements, projects supporting the Northeast G&P business and projects supporting growth in the Haynesville basin, including the Louisiana Energy Gateway project. We also expect to invest capital in the development of our upstream oil and gas properties. In addition to growth capital and investment expenditures, we also remain committed to projects that maintain our assets for safe and reliable operations, as well as projects that reduce emissions, and meet legal, regulatory, and/or contractual commitments.

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

•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;

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

•Counterparty credit and performance risk;

•Unexpected significant increases in capital expenditures or delays in capital project execution, including increases from inflation or delays caused by supply chain disruptions;

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

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

•General economic, financial markets, or industry downturns, including increased inflation and interest rates;

•Physical damages to facilities, including damage to offshore facilities by weather-related events;

•Other risks set forth under Part I, Item 1A. Risk Factors in this report.

Expansion Projects

Our ongoing major expansion projects include the following:

Transmission & Gulf of Mexico

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.

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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.

Regional Energy Access

In January 2023, we 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 full project into service as early as the fourth quarter of 2024, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 829 Mdth/d.

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. The project is expected to increase capacity by 423 Mdth/d.

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. The project is expected to increase capacity by 150 Mdth/d.

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.

West

Louisiana Energy Gateway

In June 2022, we announced our intention to construct new natural gas gathering assets which are expected to gather 1.8 Bcf/d of natural gas produced in the Haynesville Shale basin for delivery to premium markets, including Transco, industrial markets, and growing LNG export demand along the Gulf Coast. This project is expected to go into service in the fourth quarter of 2024.

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Haynesville Gathering Expansion

In February 2023, we announced our agreement with a third party to facilitate natural gas production growth in the Haynesville basin. We plan to construct a greenfield gathering system in support the third party’s 26,000 acre dedication. The system, once constructed, will provide natural gas gathering services to the third party. The third party has also agreed to a long-term capacity commitment on our Louisiana Energy Gateway project.

Critical Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. We believe that the nature of these estimates and assumptions is material due to the subjectivity and judgment necessary, or the susceptibility of such matters to change, and the impact of these on our financial condition or results of operations.

Pension and Postretirement Obligations

We have pension and other postretirement benefit plans that require the use of assumptions and estimates to determine the benefit obligations and costs. These estimates and assumptions involve significant judgement and actual results will likely be different than anticipated. Estimates and assumptions utilized include the expected long-term rates of return on plan assets, discount rates, cash balance interest crediting rate, and employee demographics, including retirement age and mortality. These assumptions are reviewed annually and adjustments are made as needed. The assumptions utilized to compute the benefit obligations and costs are shown in Note 7 – Employee Benefit Plans of Notes to Consolidated Financial Statements.

The following table presents the estimated increase (decrease) in net periodic benefit cost and obligations resulting from a one-percentage-point change in the specific assumption.

Benefit CostBenefit Obligation
One- Percentage- Point IncreaseOne- Percentage- Point DecreaseOne- Percentage- Point IncreaseOne- Percentage- Point Decrease
(Millions)
Pension benefits:
Discount rate$(21)$(1)$(69)$80
Expected long-term rate of return on plan assets(11)11
Cash balance interest crediting rate5(25)50(43)
Other postretirement benefits:
Discount rate(3)2(14)16
Expected long-term rate of return on plan assets(2)2

Our expected long-term rates of return on plan assets, as determined at the beginning of each fiscal year, are based on historical returns, forward-looking capital market expectations of at least 10 years from our third-party independent investment advisor, as well as the investment strategy and relative weightings of the asset classes within the investment portfolio. Our expected long-term rate of return on plan assets used for our pension plans was 3.81 percent in 2022. The 2022 actual return on plan assets for our pension plans was a loss of approximately 9.7 percent. The 10-year average rate of return on pension plan assets through December 2022 was approximately 6.8 percent. The expected rates of return on plan assets are long-term in nature and are not significantly impacted by short-term market performance.

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

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The cash balance interest crediting rate assumption represents the average long-term rate by which the pension plans’ cash balance accounts are expected to grow. Interest on the cash balance accounts is based on the 30-year U.S. Treasury securities rate.

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Results of Operations

Consolidated Overview

The following table and discussion is a summary of our consolidated results of operations for the three years ended December 31, 2022. The results of operations by segment are discussed in further detail following this consolidated overview discussion.

Year Ended December 31,
2022$ Change from 2021*% Change from 2021*2021$ Change from 2020*% Change from 2020*2020
(Millions)
Revenues:
Service revenues$6,536+535+9%$6,001+77+1%$5,924
Service revenues – commodity consideration260+22+9%238+109+84%129
Product sales4,556+20%4,536+2,865+171%1,671
Net gain (loss) on commodity derivatives(387)-239-161%(148)-143NM(5)
Total revenues10,96510,6277,719
Costs and expenses:
Product costs3,369+562+14%3,931-2,386-154%1,545
Net processing commodity expenses88+13+13%101-33-49%68
Operating and maintenance expenses1,817-269-17%1,548-222-17%1,326
Depreciation and amortization expenses2,009-167-9%1,842-121-7%1,721
Selling, general, and administrative expenses636-78-14%558-92-20%466
Impairment of certain assets+2+100%2+180+99%182
Impairment of goodwill%+187+100%187
Other (income) expense – net28-14-100%14+8+36%22
Total costs and expenses7,9477,9965,517
Operating income (loss)3,0182,6312,202
Equity earnings (losses)637+29+5%608+280+85%328
Impairment of equity-method investments%+1,046+100%(1,046)
Other investing income (loss) – net16+9+129%7-1-13%8
Interest expense(1,147)+32+3%(1,179)-7-1%(1,172)
Other income (expense) – net18+12+200%6+49NM(43)
Income (loss) before income taxes2,5422,073277
Less: Provision (benefit) for income taxes425+86+17%511-432NM79
Net income (loss)2,1171,562198
Less: Net income (loss) attributable to noncontrolling interests68-23-51%45-58NM(13)
Net income (loss) attributable to The Williams Companies, Inc.$2,049+532+35%$1,517+1,306NM$211

_______

*    + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.

2022 vs. 2021

Service revenues increased primarily due to higher gathering and processing rates driven by favorable commodity prices and annual contractual rate escalations for certain of our West and Northeast G&P operations, higher volumes including from the Trace Acquisition and NorTex Asset Purchase, higher transportation fee revenues associated with the Leidy South expansion project placed fully in service at Transco in December 2021,

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and higher reimbursable electric power costs and storage rates which are substantially offset in Operating and maintenance expenses.

Service revenues – commodity consideration increased primarily due to higher NGL prices, partially offset by lower NGL volumes. These revenues represent consideration we receive in the form of commodities as full or partial payment for processing services provided. Most of these NGL volumes are sold during the month processed and therefore are offset within Product costs below.

Product sales increased primarily due to higher marketing sales prices and volumes, including increased volumes associated with the Sequent Acquisition in third-quarter 2021 and the Trace Acquisition in second-quarter 2022. Product sales also increased due to higher sales volumes and prices associated with our upstream operations and system management gas sales, as well as higher prices and lower volumes related to our equity NGL sales activities. These increases were partially offset by an unfavorable change in natural gas marketing sales primarily due to the impact of netting the 2022 legacy natural gas marketing revenues with the associated costs (see Note 1 – General, Description of Business, and Basis of Presentation of Notes to Consolidated Financial Statements). As we are acting as agent for natural gas marketing customers of our Gas & NGL Marketing Services segment, our natural gas marketing product sales are presented net of the related costs of those activities, including significant 2022 lower of cost or net realizable value adjustments to our natural gas inventory.

The unfavorable change in Net gain (loss) on commodity derivatives primarily reflects higher net unrealized losses in our Gas & NGL Marketing Services segment, and higher net realized losses related to derivative contracts in our Other segment. Lower net realized losses at our West segment and a net unrealized gain at our Other segment in 2022 partially offset these impacts. We experience significant earnings volatility from the fair value accounting required for the derivatives used to hedge a portion of the economic value of the underlying transportation and storage portfolio as well as upstream related production. However, the unrealized fair value measurement gains and losses are generally offset by valuation changes in the economic value of the underlying production or transportation and storage contracts, which is not recognized until the underlying transaction occurs.

Product costs decreased primarily due to the impact of netting the 2022 legacy natural gas marketing revenues with the associated costs. This decrease was partially offset by higher prices and volumes associated with our NGL marketing activities, including the increase in volumes associated with the Trace Acquisition in second-quarter 2022, as well as significant 2022 lower of cost or net realizable value adjustments to our NGL inventory. Product costs also increased due to higher system management gas purchases and higher NGL prices associated with volumes acquired as commodity consideration related to our equity NGL production activities.

Net processing commodity expenses decreased primarily due to the impact of a 2022 net unrealized gain on derivatives for processing plant shrink gas purchases and lower volumes for natural gas purchases associated with our equity NGL production activities, partially offset by higher net realized prices.

The net sum of Service revenues – commodity consideration, Product sales, Product costs, net realized gains and losses on commodity derivatives related to sales of product, and net realized processing commodity expenses comprise our Commodity margins. However, Product sales and net realized gains and losses on commodity derivatives at our Other segment reflecting sales related to our oil and gas producing properties comprise Net realized product sales and are excluded from our Commodity margins. See Results of Operations— Year-Over-Year Operating Results - Segments for additional discussion of Commodity margins and Net realized product sales on a segment basis.

Operating and maintenance expenses increased primarily due to higher operating and maintenance costs, including $63 million of higher reimbursable electric power and storage costs which are substantially offset in Service revenues. The increase was also a result of higher expenses associated with our upstream operations, increased costs associated with Transco's Leidy South expansion project placed in service in December 2021, higher employee-related expenses, and higher expenses associated with the 2022 Trace Acquisition and NorTex Asset Purchase.

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Depreciation and amortization expenses increased primarily due to amortization of intangibles acquired in the Sequent and Trace Acquisitions and an increase in depreciation at Transco related to ARO revisions (offset in Other (income) expense – net within Operating income (loss) resulting in no net impact on our results of operations), partially offset by the absence of 2021 depreciation on certain decommissioned facilities in our West segment.

Selling, general, and administrative expenses increased primarily due to higher employee-related expenses driven by the Sequent Acquisition in July 2021 and higher expenses for various corporate costs, including technology costs to support efforts to track and quantify emissions associated with natural gas procurement, transmission, and delivery.

Other (income) expense – net within Operating income (loss) changed unfavorably primarily due to charges related to Eminence storage cavern abandonments and monitoring, as well as regulatory charges associated with a decrease in Transco’s estimated deferred state income tax rate, offset by the deferral of ARO depreciation (offset in Depreciation and amortization expenses resulting in no net impact on our results of operations).

Equity earnings (losses) changed favorably primarily due to increases at investments across our West segment, including RMM, and at Laurel Mountain, partially offset by a decrease at Appalachia Midstream Investments.

Provision (benefit) for income taxes changed favorably primarily due to a benefit associated with a decrease in our estimate of the state deferred income tax rate, a benefit related to the release of a valuation allowance, and federal settlements, partially offset by higher pre-tax income. See Note 6 – Provision (Benefit) for Income Taxes of Notes to Consolidated Financial Statements for a discussion of the effective tax rate compared to the federal statutory rate for both periods.

The unfavorable change in Net income (loss) attributable to noncontrolling interests is primarily due to higher results at the Northeast JV.

2021 vs. 2020

Service revenues increased primarily due to higher transportation fee revenues associated with expansion projects placed in service at Transco in 2020 and 2021, higher revenue associated with reimbursable electricity expenses, and higher processing and fractionation revenues in our Northeast G&P segment. This increase was partially offset by lower volume deficiency fee revenues, lower gathering volumes, and lower deferred revenue amortization.

Service revenues – commodity consideration increased primarily due to higher NGL prices. These revenues represent consideration we receive in the form of commodities as full or partial payment for processing services provided. Most of these NGL volumes are sold during the month processed and therefore are offset within Product costs below.

Product sales increased primarily due to higher prices and volumes associated with our natural gas and NGL marketing activities, as well as the inclusion of our recently acquired upstream operations. This increase also includes higher prices related to our equity NGL sales activities. These increases were partially offset by negative product marketing sales from operations acquired in the Sequent Acquisition in 2021 (which does not reflect commodity derivative net realized gains discussed below).

Net gain (loss) on commodity derivatives includes realized and unrealized gains and losses from derivative instruments. The unfavorable change primarily reflects net unrealized losses in our Gas & NGL Marketing Services segment, and net realized losses related to derivative contracts in our West and Other segments. Net realized gains at our Gas & NGL Marketing Services segment partially offset these impacts.

Product costs increased primarily due to higher prices and volumes associated with our natural gas and NGL marketing activities, as well as higher NGL prices associated with volumes acquired as commodity consideration related to our equity NGL production activities.

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Net processing commodity expenses increased primarily due to higher prices for natural gas purchases associated with our equity NGL production activities, partially offset by lower volumes.

Operating and maintenance expenses increased primarily due to the inclusion of our recently acquired upstream operations and higher employee-related expenses, which reflect the absence of a 2020 favorable impact of a change in an employee benefit policy and increased incentive compensation costs associated with improved company performance, as well as higher reimbursable electricity expenses.

Depreciation and amortization expenses increased primarily due to the inclusion of our recently acquired upstream operations, reduced estimated useful lives for certain facilities in our West segment decommissioned during 2021, new assets placed in-service at Transco, and the amortization of intangible assets resulting from the Sequent Acquisition.

Selling, general, and administrative expenses increased primarily due to higher employee-related expenses, which reflect increased incentive compensation costs associated with improved company performance, Sequent Acquisition employee-related costs, and the absence of a 2020 favorable impact of a change in an employee benefit policy, partially offset by lower expenses for various corporate costs.

Impairment of certain assets reflects the 2020 impairment of our Northeast Supply Enhancement development project and certain gathering assets in the Marcellus Shale region (see Note 15 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Impairment of goodwill reflects the goodwill impairment charge at the Northeast reporting unit in 2020 (see Note 15 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Equity earnings (losses) changed favorably primarily due to the absence of the 2020 impairment of goodwill at RMM, increases at Appalachia Midstream Investments, Laurel Mountain, Blue Racer, Aux Sable, and Discovery, partially offset by a decrease at OPPL.

Impairment of equity-method investments reflects the absence of 2020 impairments to various equity-method investments (see Note 15 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

The favorable change in Other income (expense) – net below Operating income (loss) reflects the absence of a 2020 charge for a legal settlement associated with former olefins operations and the absence of 2020 write-offs of certain regulatory assets related to cancelled projects, partially offset by the unfavorable impact of a 2021 accrual for a loss contingency.

Provision (benefit) for income taxes changed unfavorably primarily due to higher pre-tax income. See Note 6 – Provision (Benefit) for Income Taxes of Notes to Consolidated Financial Statements for a discussion of the effective tax rate compared to the federal statutory rate for both periods.

The unfavorable change in Net income (loss) attributable to noncontrolling interests is primarily due to the absence of our partner’s share of the 2020 goodwill impairment at the Northeast reporting unit.

Year-Over-Year Operating Results – Segments

We evaluate segment operating performance based upon Modified EBITDA. Note 18 – Segment Disclosures of Notes to Consolidated Financial Statements includes a reconciliation of this non-GAAP measure to Net income (loss). Management uses Modified EBITDA because it is an accepted financial indicator used by investors to compare company performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of our assets. Modified EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP.

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Transmission & Gulf of Mexico

Year Ended December 31,
202220212020
(Millions)
Service revenues$3,579$3,385$3,257
Service revenues – commodity consideration (1)645221
Product sales (1)404349191
Segment revenues4,0473,7863,469
Product costs (1)(399)(349)(193)
Net processing commodity expenses (1)(26)(17)(7)
Other segment costs and expenses(1,141)(980)(886)
Impairment of certain assets(2)(170)
Proportional Modified EBITDA of equity-method investments193183166
Transmission & Gulf of Mexico Modified EBITDA$2,674$2,621$2,379
Commodity margins$43$35$12

_______________

(1)Included as a component of Commodity margins.

2022 vs. 2021

Transmission & Gulf of Mexico Modified EBITDA increased primarily due to higher Service revenues, partially offset by higher Other segment costs and expenses.

Service revenues increased primarily due to:

•A $163 million increase in Transco’s service revenues primarily associated with the Leidy South expansion project placed fully in service in December 2021, park and loan services, short-term firm transportation, overall demand, and commodity fee revenues. Additionally, 2022 benefited from higher reimbursable electric power costs and storage rates effective since the second quarter of 2022, partially offset by lower cash out surcharges, all of which are offset by similar changes in electricity, storage and cash out charges reflected in Other segment costs and expenses;

•A $21 million increase in the Eastern Gulf Coast region primarily due to higher production handling and gathering volumes from the absence of temporary shut-ins due to producer operational issues and weather-related events in 2021, partially offset by a decrease at Gulfstar One for the Tubular Bells field primarily due to lower production handling, gathering and transportation volumes from natural decline;

•A $16 million increase primarily related to storage and transportation revenues due to the acquisition of NorTex in August 2022; partially offset by

•A $13 million decrease in the Western Gulf Coast region primarily at Perdido due to lower transportation and gathering volumes from temporary downtime from producer operational issues in 2022.

Commodity margins associated with our equity NGLs increased $5 million primarily driven by favorable NGL sales prices, partially offset by higher prices for natural gas purchases associated with our equity NGL production activities.

Other segment costs and expenses increased primarily due to higher operating costs including higher reimbursable electric power costs and storage costs, partially offset by favorable cash out charges, all of which are offset by similar changes in electricity reimbursements, cash out charges, and storage revenues reflected in Service revenues. Additionally, 2022 was impacted by higher costs associated with the Leidy South expansion project;

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maintenance costs primarily related to general maintenance at Transco, Gulf Coast region, and Northwest Pipeline; charges related to Eminence storage cavern abandonments and monitoring; and regulatory charges associated with a decrease in Transco’s estimated deferred state income tax rate, higher employee-related costs, corporate allocations, and operations acquired in the NorTex Asset Purchase. These increases are partially offset by a favorable change in the deferral of ARO related depreciation at Transco.

2021 vs. 2020

Transmission & Gulf of Mexico Modified EBITDA increased primarily due to favorable changes to Impairment of certain assets and Service revenues, partially offset by higher Other segment costs and expenses.

Service revenues increased primarily due to:

•A $135 million increase in Transco’s and Northwest Pipeline’s natural gas transportation and storage revenues primarily associated with expansion projects placed in service in 2020 and 2021, higher reimbursable electric power costs and a cash out surcharge, which are offset by similar changes in electricity and cash out charges, reflected in Other segment costs and expenses;

•A $21 million increase from the Norphlet pipeline associated primarily with higher deferred revenue amortization and higher volumes;

•An $18 million increase at Perdido primarily driven by higher volumes due to the absence of temporary shut-ins in 2020 related to scheduled maintenance and fewer Western Gulf of Mexico weather-related events; partially offset by

•A $25 million decrease at Gulfstar One for the Tubular Bells field primarily associated with lower deferred revenue amortization from lower contractually determined maximum daily quantities;

•A $17 million decrease due to lower volumes at Gulfstar One in the Gunflint field due to ongoing producer operational issues, partially offset by the lower temporary shut-ins related to pricing in 2020.

Commodity margins associated with our equity NGLs increased $21 million primarily driven by favorable NGL sales prices.

Other segment costs and expenses increased primarily due to higher incentive and benefit employee-related costs as previously discussed; higher operating costs, including higher reimbursable electric power costs; and a cash out surcharge reserve, which are offset by similar changes in electricity and cash out reimbursements, reflected in Service revenues; and higher operating taxes, partially offset by a favorable change associated with the deferral of asset retirement obligation-related depreciation at Transco.

Impairment of certain assets reflects the absence of the impairment of our Northeast Supply Enhancement development project in 2020 (see Note 15 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Proportional Modified EBITDA of equity-method investments increased at Discovery driven by higher NGL sales prices and higher volumes due to the absence of prior year scheduled maintenance.

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Northeast G&P

Year Ended December 31,
202220212020
(Millions)
Service revenues$1,654$1,528$1,465
Service revenues – commodity consideration (1)1477
Product sales (1)1349957
Segment revenues1,8021,6341,529
Product costs (1)(135)(99)(57)
Net processing commodity expenses (1)(3)(2)(3)
Other segment costs and expenses(522)(503)(441)
Impairment of certain assets(12)
Proportional Modified EBITDA of equity-method investments654682473
Northeast G&P Modified EBITDA$1,796$1,712$1,489
Commodity margins$10$5$4

(1)Included as a component of Commodity margins.

2022 vs. 2021

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

Service revenues increased primarily due to:

•A $64 million increase in revenues at the Northeast JV primarily related to higher gathering, processing, and fractionation volumes as well as higher processing rates;

•A $43 million increase in revenues in the Utica Shale region primarily related to higher gathering rates resulting from annual cost of service contract redeterminations, as well as proceeds from the release of an acreage dedication;

•A $14 million increase in revenues associated with reimbursable expenses, which is offset by similar changes in the charges reflected in Other segment costs and expenses;

•No change in revenues at Susquehanna Supply Hub primarily related to higher gathering rates, offset by lower gathering volumes.

Other segment costs and expenses increased primarily due to higher operating expenses, including higher electricity and fuel, which is partially offset in Service revenues.

Proportional Modified EBITDA of equity-method investments decreased at Appalachia Midstream Investments primarily driven by lower gathering rates resulting from annual cost of service contract redeterminations as well as lower volumes. Additionally, there was a decrease at Blue Racer primarily due to lower volumes. The decrease was partially offset by an increase at Laurel Mountain primarily due to higher commodity-based gathering rates.

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2021 vs. 2020

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

Service revenues increased primarily due to:

•A $27 million increase in revenues associated with reimbursable electricity expenses, which is offset by similar changes in electricity charges, reflected in Other segment costs and expenses;

•A $23 million increase in revenues at the Northeast JV primarily related to higher processing and fractionation volumes, partially offset by lower gathering volumes;

•A $6 million increase in revenues at Susquehanna Supply Hub primarily related to higher gathering rates, partially offset by lower gathering volumes.

Other segment costs and expenses increased primarily due to higher maintenance and operating expenses, including higher electricity charges, as well as higher incentive and benefit employee-related costs as previously discussed.

Impairment of certain assets reflects a $12 million impairment of certain gathering assets in the Marcellus Shale region in 2020 (see Note 15 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Proportional Modified EBITDA of equity-method investments increased at Appalachia Midstream Investments primarily driven by higher volumes as well as the absence of our $26 million share of an impairment of certain assets in 2020 that were subsequently sold. Additionally, there was an increase at Blue Racer primarily due to the favorable impact of increased ownership as well as the absence of our $10 million share of an impairment of certain assets in 2020. There was also an increase at Laurel Mountain due to higher commodity-based gathering rates as well as the absence of our $11 million share of an impairment of certain assets in 2020 that were subsequently sold and higher MVC revenue, partially offset by lower volumes, and an increase at Aux Sable.

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West

Year Ended December 31,
202220212020
(Millions)
Service revenues$1,542$1,248$1,272
Service revenues – commodity consideration (1)182179101
Product sales (1)841643152
Net realized gain (loss) on commodity derivatives – service revenues(1)(15)
Net realized gain (loss) on commodity derivatives – product sales (1)(3)(29)(2)
Net realized gain (loss) on commodity derivatives(4)(44)(2)
Segment revenues2,5612,0261,523
Product costs (1)(813)(608)(154)
Net processing commodity expenses (1)(105)(85)(58)
Other segment costs and expenses(564)(477)(474)
Proportional Modified EBITDA of equity-method investments132105110
West Modified EBITDA$1,211$961$947
Commodity margins$102$100$39

________________

(1) Included as a component of Commodity margins.

2022 vs. 2021

West Modified EBITDA increased primarily due to higher Service revenues and a favorable change in Net realized gain (loss) on commodity derivatives, partially offset by higher Other segment costs and expenses.

Service revenues increased primarily due to:

•A $186 million increase in the Haynesville Shale region primarily due to higher gathering volumes including volumes from the Trace Acquisition as well as higher gathering rates driven by favorable commodity pricing;

•A $96 million increase in the Barnett Shale region primarily due to higher gathering rates driven by favorable commodity pricing;

•A $14 million increase associated with higher fractionation fees primarily due to higher fractionation volumes from a new contract;

•A $4 million increase in the Eagle Ford region primarily due to higher MVC revenues, escalated gathering rates, and higher deferred revenue amortization, substantially offset by lower volumes due to decreased producer activity; partially offset by

•A $10 million decrease in the Wamsutter region primarily due to lower MVC revenue.

Net realized gain (loss) on commodity derivatives – service revenues changed favorably due to a change in settled commodity prices relative to our hedge positions.

Product margins from our equity NGLs increased $6 million primarily due to higher net realized NGL sales prices, partially offset by higher net realized prices for natural gas purchases associated with our equity NGL production activities. Additionally, volumes of equity NGL sold and natural gas purchased associated with our

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equity NGL production activities were lower primarily due to a customer contract change. Margins from other sales activities increased $16 million primarily due to higher condensate sales and favorable pricing. Marketing margins decreased $20 million primarily due to the absence of the favorable impact of Winter Storm Uri in the first quarter of 2021.

Other segment costs and expenses increased primarily due to higher operating expenses related to timing and scope of activities including from operations acquired in the Trace Acquisition, the absence of gains on asset sales in 2021, higher corporate allocations, acquisition-related costs associated with the Trace Acquisition in 2022, and an unfavorable change in our net imbalance liability due to changes in pricing.

Proportional Modified EBITDA of equity-method investments increased primarily due to higher volumes at OPPL and higher commodity prices and volumes at RMM.

2021 vs. 2020

West Modified EBITDA increased primarily due to higher Commodity margins, partially offset by lower Service revenues.

Service revenues decreased primarily due to:

•A $63 million decrease associated with lower volumes, primarily due to production declines in the Eagle Ford Shale region which impact is substantially offset by recognition of higher MVC revenue (see below);

•A $22 million decrease driven by lower deferred revenue amortization, primary in the Barnett Shale region; partially offset by

•A $37 million increase associated with higher MVC revenue primarily in the Eagle Ford Shale region, partially offset by lower MVC revenue in the Wamsutter region;

•A $17 million increase in revenues associated primarily with reimbursable compressor power and fuel purchases due to higher prices related to the impact of Winter Storm Uri in the first quarter of 2021, which are offset by similar changes in Other segment costs and expenses;

•A $10 million increase associated with higher net realized gathering and processing rates, primarily in the Barnett Shale and Piceance regions due to higher commodity pricing, along with escalated gathering rates in the Eagle Ford Shale region, partially offset by a decrease in gathering rates in the Haynesville Shale region due to a customer contract change.

Marketing margins increased by $36 million primarily due to favorable changes in net realized natural gas and NGL prices, including the impact of Winter Storm Uri in the first quarter of 2021. Product margins from our equity NGLs increased by $13 million, primarily due to favorable net realized commodity price changes, partially offset by lower sales volumes. Margins on other sales of products increased $12 million primarily due to higher commodity prices.

Other segment costs and expenses increased primarily due to higher incentive and benefit employee-related expenses as previously discussed, higher reimbursable compressor power and fuel purchases which are offset in Service revenues, and higher compressor and plant fuel expenses which are not reimbursable, partially offset by gains on asset sales in 2021, lower leased compressor expenses, favorable changes in system gains and losses, lower legal and consulting expenses, and favorable settlements.

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

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Gas & NGL Marketing Services

Year Ended December 31,
202220212020
(Millions)
Service revenues$3$3$32
Product sales (1)3,5344,2921,602
Net realized gain (loss) from derivative instruments (1)1725(3)
Net unrealized gain (loss) from derivative instruments(321)(109)
Net gain (loss) on commodity derivatives(304)(84)(3)
Segment revenues3,2334,2111,631
Net unrealized gain (loss) from derivative instruments within Net processing commodity expenses47
Product costs (1)(3,228)(4,152)(1,569)
Other segment costs and expenses(92)(37)(11)
Gas & NGL Marketing Services Modified EBITDA$(40)$22$51
Commodity margins$323$165$30

________________

(1) Included as a component of Commodity margins.

2022 vs. 2021

Gas & NGL Marketing Services Modified EBITDA decreased primarily due to higher net unrealized loss from derivative instruments and higher Other segment costs and expenses, partially offset by higher Commodity margins.

Commodity margins increased $158 million primarily due to:

•A $188 million increase in natural gas marketing margins which included the following:

◦A $301 million increase in natural gas transportation capacity marketing margins primarily resulting from the Sequent Acquisition in the third quarter of 2021 and an increase in favorable pricing spreads in 2022 compared to 2021; partially offset by

◦A $58 million decrease associated with our legacy natural gas marketing operations primarily due to the absence of the favorable impact of Winter Storm Uri in the first quarter of 2021;

◦A $55 million decrease in natural gas storage marketing margins due primarily to an increase in lower of cost or net realizable value inventory adjustments of $115 million and higher storage fees, partially offset by higher storage withdrawals in 2022 compared to 2021.

•A $30 million decrease in our NGL marketing margins primarily due to lower of cost or net realizable value inventory adjustments in 2022.

Net unrealized gain (loss) from derivative instruments changed primarily due to the Sequent Acquisition in July 2021, and a change in forward commodity prices relative to our hedge positions in 2022 compared to 2021.

Other segment costs and expenses increased primarily due to higher employee-related costs related to the Sequent Acquisition and higher corporate allocations.

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2021 vs. 2020

Gas & NGL Marketing Services Modified EBITDA decreased primarily due to higher net unrealized losses from derivative instruments, lower Service revenues, and higher segment costs and expenses, partially offset by higher Commodity margins.

Service revenues decreased due to the absence of a temporary volume deficiency fee associated with reduced volumes from a shipper on OPPL in 2020.

Commodity margins increased $135 million primarily due to:

•A $112 million increase associated with our legacy natural gas and NGL marketing operations primarily due to favorable changes in net realized natural gas prices, including the impact of Winter Storm Uri in the first quarter of 2021;

•A $23 million increase associated with the operations acquired in the Sequent Acquisition in 2021 including $35 million primarily related to favorable pricing spreads on transportation capacity reflecting losses on physical transaction settlements more than offset by net realized gains on derivatives. The transportation related margin was partially offset by a $12 million unfavorable margin related to storage activity. The unfavorable storage margin reflects gains on physical transaction settlements offset by an $18 million charge related to the partial recognition of a purchase accounting inventory fair value adjustment which increased the weighted-average cost of inventory and $13 million related to a lower of cost or net realizable value inventory adjustment.

The Net unrealized gain (loss) from derivative instruments changed primarily due to the Sequent Acquisition in July 2021, and a change in forward commodity prices relative to our hedge positions.

Other segment costs and expenses increased primarily due to employee-related costs associated with the operations acquired in the Sequent Acquisition in 2021.

Other

Year Ended December 31,
202220212020
(Millions)
Service revenues$24$32$34
Product sales (1)706333
Net realized gain (loss) from derivative instruments (1)(104)(20)
Net unrealized gain (loss) from derivative instruments25
Net gain (loss) on commodity derivatives(79)(20)
Segment revenues65134534
Other segment costs and expenses(217)(167)(49)
Other Modified EBITDA$434$178$(15)
Net realized product sales$602$313$

________________

(1) Included as a component of Net realized product sales.

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2022 vs. 2021

Other Modified EBITDA increased primarily due to $248 million higher results from our upstream operations which included the following:

•A $289 million increase in Net realized product sales primarily due to higher commodity prices in 2022, partially offset by the absence of the favorable impact of Winter Storm Uri in 2021 and an unfavorable change in Net realized gain (loss) from derivative instruments due to an increase in commodity prices relative to our hedge positions and an increase in the volume of production hedged in 2022 compared to 2021. Net realized product sales also increased due to higher production from new wells and higher volumes associated with acquisitions of additional ownership interests in 2021;

•A $25 million favorable change in Net unrealized gain (loss) from derivative instruments due to a change in forward commodity prices relative to our hedge positions and an increase in the volume of production hedged in 2022 compared to 2021; partially offset by

•A $66 million increase in Other segment costs and expenses primarily due to the increased scale of our upstream operations and higher associated production taxes which were also impacted by higher commodity prices and higher volumes as well as higher tax rates.

Other segment costs and expenses also includes an $11 million charge related to an accrual for loss contingency in 2022, substantially offset by the absence of a $10 million charge related to an accrual for loss contingency in 2021.

2021 vs. 2020

Other Modified EBITDA increased primarily due to:

•A $168 million increase related to our upstream operations, including the favorable commodity price impact of Winter Storm Uri in the first quarter of 2021;

•A $24 million increase due to the absence of a 2020 charge related to a legal settlement associated with our former olefins operations;

•A $15 million increase due to the absence of 2020 charges related to write-offs of certain regulatory assets associated with cancelled projects; partially offset by

•A $10 million decrease associated with a 2021 charge related to a legal settlement.

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Management’s Discussion and Analysis of Financial Condition and Liquidity

Overview

We have continued to focus on earnings and cash flow growth, while continuing to improve leverage metrics and operating costs metrics. During 2022, we issued approximately $1.75 billion of new long-term debt primarily to fund current or near-term maturities. In April 2022, we completed the Trace Acquisition; and in August 2022, we completed the NorTex Asset Purchase, both of which were funded with available sources of short-term liquidity (see Note 3 – Acquisitions of Notes to Consolidated Financial Statements). See also the section titled Sources (Uses) of Cash.

Outlook

Our growth capital and investment expenditures in 2023 are currently expected to be in a range from $1.40 billion to $1.70 billion, excluding the MountainWest Acquisition. Growth capital spending in 2023 primarily includes Transco expansions, all of which are fully contracted with firm transportation agreements, projects supporting the Northeast G&P business and projects supporting growth in the Haynesville basin, including the Louisiana Energy Gateway project. We also expect to invest capital in the development of our upstream oil and gas properties. In addition to growth capital and investment expenditures, we also remain committed to projects that maintain our assets for safe and reliable operations, as well as projects that reduce emissions, meet legal, regulatory, and/or contractual commitments. We intend to fund substantially all planned 2023 capital spending with cash available after paying dividends. We retain the flexibility to adjust planned levels of growth capital and investment expenditures in response to changes in economic conditions or business opportunities including the repurchase of our common stock.

On February 14, 2023, we acquired 100 percent of 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 acquisition was funded with available sources of short-term liquidity.

As of December 31, 2022, we have approximately $627 million of long-term debt due within one year. Our potential sources of liquidity available to address these maturities include cash on hand, proceeds from refinancing, our credit facility, or our commercial paper program, as well as proceeds from asset monetizations.

Liquidity

Based on our forecasted levels of cash flow from operations and other sources of liquidity, we expect to have sufficient liquidity to manage our businesses in 2023. Our potential material internal and external sources and uses of liquidity are as follows:

Sources:
Cash and cash equivalents on hand
Cash generated from operations
Distributions from our equity-method investees
Utilization of our credit facility and/or commercial paper program
Cash proceeds from issuance of debt and/or equity securities
Proceeds from asset monetizations
Uses:
Working capital requirements
Capital and investment expenditures
Product costs
Gas & NGL Marketing Services payments for transportation and storage capacity and gas supply
Other operating costs including human capital expenses
Quarterly dividends to our shareholders
Repayments of borrowings under our credit facility and/or commercial paper program
Debt service payments, including payments of long-term debt
Distributions to noncontrolling interests
Share repurchase program

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At December 31, 2022, we have approximately $21.927 billion of long-term debt due after one year. See Note 12 – Debt and Banking Arrangements of Notes to Consolidated Financial Statements for the aggregate maturities over the next five years. Our potential sources of liquidity available to address these maturities include cash generated from operations, proceeds from refinancing, our credit facility, or our commercial paper program, as well as proceeds from asset monetizations.

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

At December 31, 2022, we had a working capital deficit of $1.093 billion, including cash and cash equivalents and long-term debt due within one year. Our available liquidity is as follows:

Available LiquidityDecember 31, 2022
(Millions)
Cash and cash equivalents$152
Capacity available under our $3.75 billion credit facility, less amounts outstanding under our $3.5 billion commercial paper program (1)3,400
$3,552

__________

(1)In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program. We had $350 million of commercial paper outstanding at December 31, 2022. The highest amount outstanding under our commercial paper program and credit facility during 2022 was $1.219 billion. At December 31, 2022, we were in compliance with the financial covenants associated with our credit facility. See Note 12 – Debt and Banking Arrangements of Notes to Consolidated Financial Statements for additional information on our credit facility and commercial paper program.

Dividends

We increased our regular quarterly cash dividend to common stockholders by approximately 3.7 percent from the $0.41 per share paid in each quarter of 2021, to $0.425 per share paid in each quarter of 2022.

Registrations

In February 2021, we filed a shelf registration statement as a well-known seasoned issuer.

Distributions from Equity-Method Investees

The organizational documents of entities in which we have an equity-method investment generally require periodic distributions of their available cash to their members. In each case, available cash is reduced, in part, by reserves appropriate for operating their respective businesses. See Note 8 – Investing Activities of Notes to Consolidated Financial Statements for our more significant equity-method investees.

Credit Ratings

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

Rating AgencyOutlookSenior Unsecured Debt Rating
S&P Global RatingsStableBBB
Moody’s Investors ServiceStableBaa2
Fitch RatingsStableBBB

These credit ratings are included for informational purposes and are not recommendations to buy, sell, or hold our securities, and each rating should be evaluated independently of any other rating. No assurance can be given that

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the credit rating agencies will continue to assign us investment-grade ratings even if we meet or exceed their current criteria for investment-grade ratios. A downgrade of our credit ratings might increase our future cost of borrowing and, if ratings were to fall below investment-grade, could require us to provide additional collateral to third parties, negatively impacting our available liquidity.

Sources (Uses) of Cash

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

Cash FlowYear Ended December 31,
Category202220212020
(Millions)
Sources of cash and cash equivalents:
Operating activities – netOperating$4,889$3,945$3,496
Proceeds from long-term debt (see Note 12)Financing1,7552,1552,199
Proceeds from credit-facility borrowingsFinancing1,700
Proceeds from commercial paper - netFinancing345
Contributions in aid of constructionInvesting125237
Uses of cash and cash equivalents:
Payments of long-term debt (see Note 12)Financing(2,876)(894)(2,141)
Common dividends paidFinancing(2,071)(1,992)(1,941)
Payments on credit-facility borrowingsFinancing(1,700)
Capital expendituresInvesting(2,253)(1,239)(1,239)
Purchases of businesses, net of cash acquired (see Note 3)Investing(933)(151)
Dividends and distributions paid to noncontrolling interestsFinancing(204)(187)(185)
Purchases of and contributions to equity-method investments (see Note 8)Investing(166)(115)(325)
Other sources / (uses) – netFinancing and Investing(26)(36)(48)
Increase (decrease) in cash and cash equivalents$(1,528)$1,538$(147)

Operating activities

The factors that determine operating activities are largely the same as those that affect Net income (loss), with the exception of noncash items such as Depreciation and amortization, Provision (benefit) for deferred income taxes, Equity (earnings) losses, Impairment of goodwill, Impairment of equity-method investments, Impairment of certain assets, Net unrealized (gain) loss from derivative instruments, and Inventory write-downs.

Our Net cash provided (used) by operating activities in 2022 increased from 2021 primarily due to higher operating income (excluding noncash items as previously discussed), favorable changes in margin requirements, and higher Distributions from equity-method investees, partially offset by net unfavorable changes in net operating working capital.

Our Net cash provided (used) by operating activities in 2021 increased from 2020 primarily due to higher operating income (excluding noncash items as previously discussed), favorable changes in net operating working capital reflecting the absence in 2021 of the Transco rate refund payment made in 2020, and higher distributions from unconsolidated affiliates in 2021, partially offset by unfavorable changes in current and noncurrent derivative assets and liabilities.

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Environmental

We are a participant in certain environmental activities in various stages including assessment studies, cleanup operations, and/or remedial processes at certain sites, some of which we currently do not own (see Note 17 – Contingent Liabilities and Commitments of Notes to Consolidated Financial Statements). We are monitoring these sites in a coordinated effort with other potentially responsible parties, the EPA, or other governmental authorities. We are jointly and severally liable along with unrelated third parties in some of these activities and solely responsible in others. Current estimates of the most likely costs of such activities are approximately $40 million, all of which are included in Accrued and other current liabilities and Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet at December 31, 2022. We will seek to recover approximately $4 million of accrued costs related to remediation activities by our interstate gas pipelines through future natural gas transmission rates. The remainder of these costs will be funded from operations. During 2022, we paid approximately $5 million for cleanup and/or remediation and monitoring activities. We expect to pay approximately $11 million in 2023 for these activities. Estimates of the most likely costs of cleanup are generally based on completed assessment studies, preliminary results of studies, or our experience with other similar cleanup operations. At December 31, 2022, certain assessment studies were still in process for which the ultimate outcome may yield different estimates of most likely costs. Therefore, the actual costs incurred will depend on the final amount, type, and extent of contamination discovered at these sites, the final cleanup standards mandated by the EPA or other governmental authorities, and other factors.

The EPA and various state regulatory agencies routinely propose and promulgate new rules and issue updated guidance to existing rules. These rulemakings include, but are not limited to, rules for reciprocating internal combustion engine and combustion turbine maximum achievable control technology, reviews and updates to the National Ambient Air Quality Standards, and rules for new and existing source performance standards for volatile organic compounds and methane. We continuously monitor these regulatory changes and how they may impact our operations. Implementation of new or modified regulations may result in impacts to our operations and increase the cost of additions to Property, plant, and equipment – net in the Consolidated Balance Sheet for both new and existing facilities in affected areas; however, due to regulatory uncertainty on final rule content and applicability timeframes, we are unable to reasonably estimate the cost these regulatory impacts at this time.

We consider prudently incurred environmental assessment and remediation costs and the costs associated with compliance with environmental standards to be recoverable through rates for our interstate natural gas transmission pipelines. Historically, with limited exceptions, we have been permitted recovery of these environmental costs, and it is our intent to continue seeking recovery of such costs through future rate filings.

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FY 2021 10-K MD&A

SEC filing source: 0000107263-22-000007.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-02-28. Report date: 2021-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

We are an energy company committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Our operations are located in the United States.

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

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

Consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources, our operations are conducted, managed, and presented within the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, West, and Sequent. All remaining business activities are included in Other. As of December 31, 2021, our reportable segments are comprised of the following businesses:

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

•Northeast G&P is comprised of our midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in our Northeast JV (a consolidated variable interest entity) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal (a consolidated variable interest entity) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain, a 50 percent equity-method investment in Blue 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), and Appalachia Midstream Investments, a wholly owned subsidiary that owns equity-method investments with an approximate average 66 percent interest in multiple gas gathering systems in the Marcellus Shale region.

•West is comprised of our gas gathering, processing, and treating operations in the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of northwest Louisiana, and the Mid-Continent region which includes the Anadarko and Permian basins. This segment also includes NGL 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 interest in Brazos Permian II, LLC (Brazos Permian II).

•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,

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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.

Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to our current continuing operations and should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this report.

Dividends

In December 2021, we paid a regular quarterly dividend of $0.41 per share. On February 1, 2022, our board of directors approved a regular quarterly dividend of $0.425 per share payable on March 28, 2022.

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. Sequent can experience significant earnings volatility from the fair value accounting required for the derivatives used to hedge a portion of the economic value of the underlying transportation and storage portfolio. However, the unrealized fair value measurement gains and losses are generally offset by valuation changes in the economic value of the underlying transportation and storage portfolio, which is not recognized until the underlying transportation and storage transaction occurs.

Recent Developments

Share Repurchase Program

In September 2021, our Board of Directors authorized a share repurchase program with a maximum dollar limit of $1.5 billion. Repurchases may be made from time to time in the open market, by block purchases, in privately negotiated transactions, or in such other manner as determined by our management. Our management will also determine the timing and amount of any repurchases based on market conditions and other factors. The share repurchase program does not obligate us to acquire any particular amount of common stock, and it may be suspended or discontinued at any time. This stock repurchase program does not have an expiration date. There were no repurchases under the program as of December 31, 2021.

Sequent Acquisition

In July 2021, we completed the acquisition of 100 percent of Sequent. Total consideration for this acquisition was $159 million, which included $109 million related to working capital. Sequent focuses on risk management and the marketing, trading, storage, and transportation of natural gas for a diverse set of natural gas utilities, municipalities, power generators, and producers, and moves gas to markets through transportation and storage agreements on strategically positioned assets, including our Transco system. The addition of Sequent complements

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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. The project increased capacity by 582 Mdth/d.

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. In total, the project increased capacity by 296 Mdth/d.

COVID-19

The outbreak of COVID-19 severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. We continue to monitor the COVID-19 pandemic and have taken steps intended to protect the safety of our customers, employees, and communities, and to support the continued delivery of safe and reliable service to our customers and the communities we serve. Our financial condition, results of operations, and liquidity have not been materially impacted by effects of COVID-19.

Company Outlook

Our strategy is to provide a large-scale, reliable, and clean energy infrastructure designed to maximize the opportunities created by the vast supply of natural gas and natural gas products that exists in the United States. We accomplish this by connecting the growing demand for cleaner fuels and feedstocks with our major positions in the premier natural gas and natural gas products supply basins. We continue to maintain a strong commitment to safety,

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environmental stewardship including seeking opportunities for renewable energy ventures, operational excellence, and customer satisfaction. We believe that accomplishing these goals will position us to deliver safe, reliable, clean energy services to our customers and an attractive return to our shareholders. Our business plan for 2022 includes a continued focus on earnings and cash flow growth.

In 2022, our operating results are expected to benefit from growth in our Ohio Valley Midstream, Cardinal, Susquehanna, and Haynesville areas. We also anticipate increases resulting from recently completed Transco expansion projects and development of our upstream oil and gas properties. These increases are partially offset by the absence of favorable results captured during Winter Storm Uri in 2021 by our commodity marketing business and lower expected results in the Bradford Supply Hub primarily due to lower gathering rates resulting from annual cost of service contract redetermination.

We seek to maintain a strong financial position and liquidity, as well as manage a diversified portfolio of safe, clean, and reliable energy infrastructure assets that continue to serve key growth markets and supply basins in the United States. Our growth capital and investment expenditures in 2022 are expected to be in a range from $1.25 billion to $1.35 billion. Growth capital spending in 2022 primarily includes Transco expansions, all of which are fully contracted with firm transportation agreements, projects supporting the Northeast G&P business, opportunities in the Haynesville area, and an expansion in the Western Gulf area. We also expect to invest capital in the development of our upstream oil and gas properties. In addition to growth capital and investment expenditures, we also remain committed to projects that maintain our assets for safe and reliable operations, as well as projects that meet legal, regulatory, and/or contractual commitments.

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

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

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

•Counterparty credit and performance risk;

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

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

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

•General economic, financial markets, or industry downturns, including increased inflation and interest rates;

•Physical damages to facilities, including damage to offshore facilities by weather-related events;

•Other risks set forth under Part I, Item 1A. Risk Factors in this report.

Expansion Projects

Our ongoing major expansion projects include the following:

Transmission & Gulf of Mexico

Regional Energy Access

In March 2021, we filed an application with the FERC for the project to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in northeastern Pennsylvania to multiple delivery points in Pennsylvania, New Jersey, and Maryland. We plan to place the project into service as early as the fourth quarter of 2024, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 829 Mdth/d.

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Critical Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. We believe that the nature of these estimates and assumptions is material due to the subjectivity and judgment necessary, or the susceptibility of such matters to change, and the impact of these on our financial condition or results of operations.

Pension and Postretirement Obligations

We have pension and other postretirement benefit plans that require the use of assumptions and estimates to determine the benefit obligations and costs. These estimates and assumptions involve significant judgement and actual results will likely be different than anticipated. Estimates and assumptions utilized include the expected long-term rates of return on plan assets, discount rates, cash balance interest crediting rate, and employee demographics, including retirement age and mortality. These assumptions are reviewed annually and adjustments are made as needed. The assumptions utilized to compute the benefit obligations and costs are shown in Note 8 – Employee Benefit Plans of Notes to Consolidated Financial Statements.

The following table presents the estimated increase (decrease) in net periodic benefit cost and obligations resulting from a one-percentage-point change in the specific assumption.

Benefit CostBenefit Obligation
One- Percentage- Point IncreaseOne- Percentage- Point DecreaseOne- Percentage- Point IncreaseOne- Percentage- Point Decrease
(Millions)
Pension benefits:
Discount rate$2$$(97)$114
Expected long-term rate of return on plan assets(12)12
Cash balance interest crediting rate6(4)66(56)
Other postretirement benefits:
Discount rate(4)(1)(22)27
Expected long-term rate of return on plan assets(3)3

Our expected long-term rates of return on plan assets, as determined at the beginning of each fiscal year, are based on historical returns, forward-looking capital market expectations of at least 10 years from our third-party independent investment advisor, as well as the investment strategy and relative weightings of the asset classes within the investment portfolio. Our expected long-term rate of return on plan assets used for our pension plans was 3.69 percent in 2021. The 2021 actual return on plan assets for our pension plans was approximately 4.9 percent. The 10-year average rate of return on pension plan assets through December 2021 was approximately 9.2 percent. The expected rates of return on plan assets are long-term in nature and are not significantly impacted by short-term market performance.

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

The cash balance interest crediting rate assumption represents the average long-term rate by which the pension plans’ cash balance accounts are expected to grow. Interest on the cash balance accounts is based on the 30-year U.S. Treasury securities rate.

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Results of Operations

Consolidated Overview

The following table and discussion is a summary of our consolidated results of operations for the three years ended December 31, 2021. The results of operations by segment are discussed in further detail following this consolidated overview discussion.

Year Ended December 31,
2021$ Change from 2020*% Change from 2020*2020$ Change from 2019*% Change from 2019*2019
(Millions)
Revenues:
Service revenues$6,001+77+1%$5,924-9%$5,933
Service revenues – commodity consideration238+109+84%129-74-36%203
Product sales4,536+2,865+171%1,671-392-19%2,063
Net gain (loss) on commodity derivatives(148)-143NM(5)-7NM2
Total revenues10,6277,7198,201
Costs and expenses:
Product costs3,931-2,386-154%1,545+416+21%1,961
Processing commodity expenses101-33-49%68+37+35%105
Operating and maintenance expenses1,548-222-17%1,326+142+10%1,468
Depreciation and amortization expenses1,842-121-7%1,721-7%1,714
Selling, general, and administrative expenses558-92-20%466+92+16%558
Impairment of certain assets2+180+99%182+282+61%464
Impairment of goodwill+187+100%187-187NM
Other (income) expense – net14+8+36%22-12-120%10
Total costs and expenses7,9965,5176,280
Operating income (loss)2,6312,2021,921
Equity earnings (losses)608+280+85%328-47-13%375
Impairment of equity-method investments+1,046+100%(1,046)-860NM(186)
Other investing income (loss) – net7-1-13%8-99-93%107
Interest expense(1,179)-7-1%(1,172)+14+1%(1,186)
Other income (expense) – net6+49NM(43)-76NM33
Income (loss) from continuing operations before income taxes2,0732771,064
Less: Provision (benefit) for income taxes511-432NM79+256+76%335
Income (loss) from continuing operations1,562198729
Income (loss) from discontinued operations%+15+100%(15)
Net income (loss)1,562198714
Less: Net income (loss) attributable to noncontrolling interests45-58NM(13)-123-90%(136)
Net income (loss) attributable to The Williams Companies, Inc.$1,517$211$850

_______

*    + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.

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2021 vs. 2020

Service revenues increased primarily due to higher transportation fee revenues associated with expansion projects placed in service at Transco in 2020 and 2021, higher revenue associated with reimbursable electricity expenses, and higher processing and fractionation revenues in our Northeast G&P segment. This increase was partially offset by lower volume deficiency fee revenues, lower gathering volumes, and lower deferred revenue amortization in our West segment.

Service revenues – commodity consideration increased primarily due to higher NGL prices. These revenues represent consideration we receive in the form of commodities as full or partial payment for processing services provided. Most of these NGL volumes are sold during the month processed and therefore are offset within Product costs below.

Product sales increased primarily due to higher prices and volumes associated with our natural gas and NGL marketing activities, as well as the inclusion of our recently acquired upstream operations. This increase also includes higher prices related to our equity NGL sales activities. These increases were partially offset by negative product marketing sales from Sequent (which does not reflect Sequent’s commodity derivative net realized gains discussed below). As we are acting as agent for our Sequent natural gas marketing customers, our natural gas marketing product sales are presented net of the related product costs of those activities.

Net gain (loss) on commodity derivatives includes realized and unrealized gains and losses from derivative instruments. The unfavorable change primarily reflects net unrealized losses in our Sequent segment, and net realized losses related to derivative contracts in our West and Other segments. Net realized gains at our Sequent segment partially offset these impacts.

Product costs increased primarily due to higher prices and volumes associated with our natural gas and NGL marketing activities, as well as higher NGL prices associated with volumes acquired as commodity consideration related to our equity NGL production activities.

Processing commodity expenses increased primarily due to higher prices for natural gas purchases associated with our equity NGL production activities, partially offset by lower volumes.

The net sum of Service revenues – commodity consideration, Product sales, Product costs, Processing commodity expenses, and net realized gains and losses on commodity derivatives related to sales of product comprise our commodity margins. However, Product sales at our Other segment reflect sales related to our oil and gas producing properties and are excluded from our commodity margins.

Operating and maintenance expenses increased primarily due to the inclusion of our recently acquired upstream operations and higher employee-related expenses, which reflect the absence of a 2020 favorable impact of a change in an employee benefit policy (see Note 5 – Other Income and Expenses of Notes to Consolidated Financial Statements) and increased incentive compensation costs associated with improved company performance, as well as higher reimbursable electricity expenses.

Depreciation and amortization expenses increased primarily due to the inclusion of our recently acquired upstream operations, reduced estimated useful lives for certain facilities in our West segment decommissioned during 2021, new assets placed in-service at Transco, and the amortization of intangible assets resulting from the Sequent Acquisition.

Selling, general, and administrative expenses increased primarily due to higher employee-related expenses, which reflect increased incentive compensation costs associated with improved company performance, Sequent employee-related costs, and the absence of a 2020 favorable impact of a change in an employee benefit policy (see Note 5 – Other Income and Expenses of Notes to Consolidated Financial Statements), partially offset by lower expenses for various corporate costs.

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Impairment of certain assets reflects the 2020 impairment of our Northeast Supply Enhancement development project and certain gathering assets in the Marcellus Shale region (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Impairment of goodwill reflects the goodwill impairment charge at the Northeast reporting unit in 2020 (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Equity earnings (losses) changed favorably primarily due to the absence of the 2020 impairment of goodwill at RMM, increases at Appalachia Midstream Investments, Laurel Mountain, Blue Racer, Aux Sable, and Discovery, partially offset by a decrease at OPPL.

Impairment of equity-method investments reflects the absence of 2020 impairments to various equity-method investments (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

The favorable change in Other income (expense) – net below Operating income (loss) reflects the absence of a 2020 charge for a legal settlement associated with former olefins operations and the absence of 2020 write-offs of certain regulatory assets related to cancelled projects, partially offset by the unfavorable impact of a 2021 accrual for a loss contingency.

Provision (benefit) for income taxes changed unfavorably primarily due to higher pre-tax income. See Note 6 – Provision (Benefit) for Income Taxes of Notes to Consolidated Financial Statements for a discussion of the effective tax rate compared to the federal statutory rate for both periods.

The unfavorable change in Net income (loss) attributable to noncontrolling interests is primarily due to the absence of our partner’s share of the 2020 goodwill impairment at the Northeast reporting unit.

2020 vs. 2019

Service revenues decreased primarily due to lower volumes in our West segment, lower deferred revenue amortization at Gulfstar One, the expiration of an MVC agreement in the Barnett Shale region, and temporary shut-ins at certain offshore Gulf of Mexico operations. This decrease was partially offset by higher Northeast G&P revenues driven by higher volumes and the March 2019 consolidation of UEOM (see Note 3 – Acquisitions of Notes to Consolidated Financial Statements), higher MVC revenue in our West segment, as well as higher transportation fee revenues at Transco and Northwest Pipeline associated with expansion projects placed in service in 2019 and 2020, increased volumes in the Eastern Gulf region, and higher deficiency fee revenue associated with lower volumes at OPPL.

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

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

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

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

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Operating and maintenance expenses decreased primarily due to lower employee-related expenses, including the absence of 2019 severance and related costs and the associated reduced costs in 2020, as well as the favorable impact of a 2020 change in an employee benefit policy (see Note 5 – Other Income and Expenses of Notes to Consolidated Financial Statements), and lower maintenance and operating costs primarily due to timing and scope of activities. These decreases are partially offset by higher expenses related to the consolidation of UEOM.

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

Selling, general, and administrative expenses decreased primarily due to lower employee-related expenses, including the absence of 2019 severance and related costs and the associated reduced costs in 2020, as well as the favorable impact of a 2020 change in an employee benefit policy (see Note 5 – Other Income and Expenses of Notes to Consolidated Financial Statements), and the absence of transaction costs associated with our 2019 acquisition of UEOM and the formation of the Northeast JV.

Impairment of certain assets includes the 2019 impairments of our Constitution development project, certain Eagle Ford Shale gathering assets, and certain idle gathering assets. The asset impairments in 2020 included our Northeast Supply Enhancement development project and certain gathering assets in the Marcellus Shale region (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Impairment of goodwill reflects the goodwill impairment charge at the Northeast reporting unit in 2020 (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Equity earnings (losses) changed unfavorably primarily due to our share of 2020 impairments at equity-method investments (see Note 9 – Investing Activities of Notes to Consolidated Financial Statements), and lower volumes at OPPL and Discovery. These decreases were partially offset by favorable amortization of basis differences related to impairments of several of our equity-method investments which were recognized in first quarter 2020, as well as higher volumes at Appalachia Midstream Investments, increased results at Blue Racer driven by higher volumes and a higher ownership interest, and the absence of 2019 losses at Brazos Permian II.

Impairment of equity-method investments includes impairments to various equity-method investments in 2019 and 2020 (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

The unfavorable change in Other investing income (loss) – net is primarily due to the absence of a 2019 gain on the sale of our equity-method investment in Jackalope, partially offset by the absence of a 2019 loss on the deconsolidation of Constitution (see Note 9 – Investing Activities of Notes to Consolidated Financial Statements).

The unfavorable change in Other income (expense) – net below Operating income (loss) includes a charge in the fourth quarter 2020 for a legal settlement associated with former olefins operations, lower equity allowance for funds used during construction (AFUDC), and 2020 write-offs of certain regulatory assets related to cancelled projects.

Provision (benefit) for income taxes changed favorably primarily due to lower pre-tax income. See Note 6 – Provision (Benefit) for Income Taxes of Notes to Consolidated Financial Statements for a discussion of the effective tax rate compared to the federal statutory rate for both periods.

The unfavorable change in Net income (loss) attributable to noncontrolling interests is primarily due to the absence of the 2019 impairment of our Constitution development project and the impact from the formation of the Northeast JV in June 2019, partially offset by the first-quarter 2020 goodwill impairment charge at the Northeast reporting unit, and lower Gulfstar One results.

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Year-Over-Year Operating Results – Segments

We evaluate segment operating performance based upon Modified EBITDA. Note 20 – Segment Disclosures of Notes to Consolidated Financial Statements includes a reconciliation of this non-GAAP measure to Net income (loss). Management uses Modified EBITDA because it is an accepted financial indicator used by investors to compare company performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of our assets. Modified EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP.

Transmission & Gulf of Mexico

Year Ended December 31,
202120202019
(Millions)
Service revenues$3,385$3,257$3,311
Service revenues – commodity consideration522141
Product sales349191288
Segment revenues3,7863,4693,640
Product costs(349)(193)(288)
Processing commodity expenses(17)(7)(16)
Other segment costs and expenses(980)(886)(984)
Impairment of certain assets(2)(170)(354)
Proportional Modified EBITDA of equity-method investments183166177
Transmission & Gulf of Mexico Modified EBITDA$2,621$2,379$2,175
Commodity margins$35$12$25

2021 vs. 2020

Transmission & Gulf of Mexico Modified EBITDA increased primarily due to favorable changes to Impairment of certain assets, and Service revenues, partially offset by higher Other segment costs and expenses.

Service revenues increased primarily due to:

•A $135 million increase in Transco’s and Northwest Pipeline’s natural gas transportation and storage revenues primarily associated with expansion projects placed in service in 2020 and 2021, higher reimbursable electric power costs and a cash out surcharge, which are offset by similar changes in electricity and cash out charges, reflected in Other segment costs and expenses;

•A $21 million increase from the Norphlet pipeline associated primarily with higher deferred revenue amortization and higher volumes;

•An $18 million increase at Perdido primarily driven by higher volumes due to the absence of temporary shut-ins in 2020 related to scheduled maintenance and fewer Western Gulf of Mexico weather-related events; partially offset by

•A $25 million decrease at Gulfstar One for the Tubular Bells field primarily associated with lower deferred revenue amortization from lower contractually determined maximum daily quantities;

•A $17 million decrease due to lower volumes at Gulfstar One in the Gunflint field due to ongoing producer operational issues, partially offset by the lower temporary shut-ins related to pricing in 2020.

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The net sum of Service revenues – commodity consideration, Product sales, Product costs, Processing commodity expenses, comprise our Commodity margins. Commodity margins associated with our equity NGLs increased $21 million primarily driven by favorable NGL sales prices.

Other segment costs and expenses increased primarily due to higher incentive and benefit employee-related costs as previously discussed; higher operating costs, including higher reimbursable electric power costs; and a cash out surcharge reserve, which are offset by similar changes in electricity and cash out reimbursements, reflected in Service revenues; and higher operating taxes, partially offset by a favorable change associated with the deferral of asset retirement obligation-related depreciation at Transco.

Impairment of certain assets reflects the absence of the impairment of our Northeast Supply Enhancement development project in 2020 (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Proportional Modified EBITDA of equity-method investments increased at Discovery driven by higher NGL sales prices and higher volumes due to the absence of prior year scheduled maintenance.

2020 vs. 2019

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

Service revenues decreased primarily due to:

•A $115 million decrease due to lower deferred revenue amortization associated with the end of the exclusive use period at Gulfstar One for the Tubular Bells field;

•A $42 million decrease due to temporary shut-ins primarily at Perdido and Gulfstar One related to Gulf of Mexico weather-related events, pricing, and scheduled maintenance;

•A $32 million decrease due to lower volumes at Gulfstar One in the Gunflint field due to ongoing operational issues; partially offset by

•A $65 million increase in Transco’s and Northwest Pipeline’s natural gas transportation revenues associated with expansion projects placed in service in 2019 and 2020;

•A $44 million increase at Gulfstar One associated with higher volumes in the Tubular Bells field due to a new well and higher production;

•A $24 million increase associated with volumes from Norphlet placed in service in June 2019.

Commodity margins associated with our equity NGLs decreased $11 million driven by lower commodity prices and volumes.

Other segment costs and expenses decreased primarily due to lower employee-related expenses, including the absence of 2019 severance and related costs and the associated reduced costs in 2020, as well as the favorable impact of a 2020 change in an employee benefit policy (see Note 5 – Other Income and Expenses of Notes to Consolidated Financial Statements), lower maintenance costs primarily due to a decrease in contracted services related to general maintenance and other testing at Transco, the absence of a 2019 charge for reversal of costs capitalized in previous periods. The 2020 period also benefited from net favorable changes to charges and credits associated with a regulatory asset related to Transco’s asset retirement obligations, partially offset by lower equity AFUDC and higher operating taxes.

Impairment of certain assets includes the absence of the impairment of our Constitution development project in 2019, partially offset by the impairment of our Northeast Supply Enhancement development project in 2020 (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

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Proportional Modified EBITDA of equity-method investments decreased at Discovery driven by lower volumes due to scheduled maintenance and temporary shut-ins related to Gulf of Mexico weather-related events and pricing.

Northeast G&P

Year Ended December 31,
202120202019
(Millions)
Service revenues$1,528$1,465$1,338
Service revenues – commodity consideration7712
Product sales9957150
Segment revenues1,6341,5291,500
Product costs(99)(57)(152)
Processing commodity expenses(2)(3)(8)
Other segment costs and expenses(503)(441)(470)
Impairment of certain assets(12)(10)
Proportional Modified EBITDA of equity-method investments682473454
Northeast G&P Modified EBITDA$1,712$1,489$1,314
Commodity margins$5$4$2

2021 vs. 2020

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

Service revenues increased primarily due to:

•A $27 million increase in revenues associated with reimbursable electricity expenses, which is offset by similar changes in electricity charges, reflected in Other segment costs and expenses;

•A $23 million increase in revenues at the Northeast JV primarily related to higher processing and fractionation volumes, partially offset by lower gathering volumes;

•A $6 million increase in revenues at Susquehanna Supply Hub primarily related to higher gathering rates, partially offset by lower gathering volumes.

Other segment costs and expenses increased primarily due to higher maintenance and operating expenses, including higher electricity charges, as well as higher incentive and benefit employee-related costs as previously discussed.

Impairment of certain assets reflects a $12 million impairment of certain gathering assets in the Marcellus Shale region in 2020 (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Proportional Modified EBITDA of equity-method investments increased at Appalachia Midstream Investments primarily driven by higher volumes as well as the absence of our $26 million share of an impairment of certain assets in 2020 that were subsequently sold. Additionally, there was an increase at Blue Racer primarily due to the favorable impact of increased ownership as well as the absence of our $10 million share of an impairment of certain assets in 2020. There was also an increase at Laurel Mountain due to higher commodity-based gathering rates as well as the absence of our $11 million share of an impairment of certain assets in 2020 that were subsequently sold and higher MVC revenue, partially offset by lower volumes, and an increase at Aux Sable.

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2020 vs. 2019

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

Service revenues increased primarily due to:

•A $94 million increase at the Northeast JV, including $62 million higher processing, fractionation, transportation, and gathering revenues primarily due to higher volumes and a $32 million increase associated with the consolidation of UEOM, as previously discussed;

•A $20 million increase in gathering revenues associated with higher volumes in the Utica Shale region;

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

Other segment costs and expenses decreased due to lower employee-related expenses, including the absence of 2019 severance and related costs and the associated reduced costs in 2020, as well as the favorable impact of a 2020 change in an employee benefit policy (see Note 5 – Other Income and Expenses of Notes to Consolidated Financial Statements), and lower maintenance and operating expenses primarily due to timing and scope of activities. Additionally, expenses changed favorably due to the absence of transaction costs associated with our 2019 acquisition of UEOM and the formation of the Northeast JV. These decreases were partially offset by higher reimbursable electricity expenses, increased expenses associated with the consolidation of UEOM, and the absence of a favorable customer settlement in 2019.

Impairment of certain assets reflects a $12 million impairment of certain gathering assets in the Marcellus Shale region in 2020 and a $10 million write-down of other certain assets that were no longer in use or were surplus in nature in 2019 (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Proportional Modified EBITDA of equity-method investments increased at Appalachia Midstream Investments driven by higher volumes, partially offset by a $26 million decrease for our share of an impairment of certain assets. Additionally, there was an increase at Blue Racer primarily due to higher volumes and the favorable impact of increased ownership, partially offset by a $10 million decrease for our share of an impairment of certain assets. These increases were partially offset by a $16 million decrease as a result of the consolidation of UEOM in 2019, as previously discussed, as well as a decrease at Laurel Mountain primarily due to $11 million for our share of an impairment of certain assets that were subsequently sold, partially offset by higher volumes, and a decrease at Aux Sable.

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West

Year Ended December 31,
202120202019
(Millions)
Service revenues$1,221$1,280$1,364
Service revenues – commodity consideration179101150
Product sales4,3301,5671,795
Net gain (loss) on commodity derivatives(85)(5)2
Segment revenues5,6452,9433,311
Product costs(4,099)(1,520)(1,774)
Processing commodity expenses(85)(58)(79)
Other segment costs and expenses(471)(477)(521)
Impairment of certain assets(100)
Proportional Modified EBITDA of equity-method investments105110115
West Modified EBITDA$1,095$998$952
Commodity margins$255$85$91
Net unrealized gain (loss) from derivative instruments3

2021 vs. 2020

West Modified EBITDA increased primarily due to higher Commodity margins, partially offset by lower Service revenues.

Service revenues decreased primarily due to:

•A $63 million decrease associated with lower volumes, primarily due to production declines in the Eagle Ford Shale region which impact is substantially offset by recognition of higher MVC revenue (see below);

•A $29 million decrease due to the absence of a temporary volume deficiency fee from a customer in 2020;

•A $22 million decrease driven by lower deferred revenue amortization, primary in the Barnett Shale region; partially offset by

•A $37 million increase associated with higher MVC revenue primarily in the Eagle Ford Shale region, partially offset by lower MVC revenue in the Wamsutter region;

•A $17 million increase in revenues associated primarily with reimbursable compressor power and fuel purchases due to higher prices related to the impact of severe winter weather, which are offset by similar changes in Other segment costs and expenses;

•A $10 million increase associated with higher net realized gathering and processing rates, primarily in the Barnett Shale and Piceance regions due to higher commodity pricing, along with escalated gathering rates in the Eagle Ford Shale region, partially offset by a decrease in gathering rates in the Haynesville Shale region due to a customer contract change.

The net sum of Service revenues – commodity consideration, Product sales, Product costs, Processing commodity expenses, and net realized gains and losses on commodity derivatives related to sales of product comprise our Commodity margins. We further segregate our Commodity margins into product margins associated with our equity NGLs and marketing margins. Marketing margins increased by $145 million primarily due to favorable changes in net realized natural gas and NGL prices, including the impact of severe winter weather in the first quarter of 2021. Product margins from our equity NGLs increased by $13 million, primarily due to favorable

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net realized commodity price changes, partially offset by lower sales volumes. Margins on other sales of products increased $12 million primarily due to higher commodity prices.

Other segment costs and expenses decreased primarily due to gains on asset sales in 2021, lower leased compressor expenses, favorable changes in system gains and losses, lower legal and consulting expenses, and favorable settlements, partially offset by higher reimbursable compressor power and fuel purchases which are offset in Service revenues and higher incentive and benefit employee-related expenses as previously discussed.

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

2020 vs. 2019

West Modified EBITDA increased primarily due to the absence of Impairment of certain assets and lower Other segment costs and expenses, partially offset by lower Service revenues.

Service revenues decreased primarily due to:

•An $83 million decrease associated with lower volumes, excluding the Eagle Ford Shale region;

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

•A $47 million decrease associated with lower rates, excluding the Eagle Ford Shale region, driven by lower commodity pricing in the Barnett Shale region and the expiration of a cost-of-service period on a contract in the Mid-Continent region;

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

•An $8 million decrease driven by the absence of a favorable 2019 cost-of-service agreement adjustment in the Mid-Continent region; partially offset by

•A $91 million increase in the Eagle Ford Shale region due to higher MVC revenue and higher rates, partially offset by lower volumes primarily due to decreased producer activity, including temporary shut-ins on certain gathering systems;

•A $29 million increase associated with a temporary volume deficiency fee associated with reduced volumes from a shipper on OPPL;

•A $26 million increase in the Wamsutter region associated with higher MVC revenues.

Product margins from our equity NGLs decreased $29 million primarily due to:

•A $35 million decrease associated with lower sales prices primarily due to 25 percent lower average net realized per-unit non-ethane sales prices;

•A $15 million decrease primarily associated with 14 percent lower non-ethane sales volumes driven by less producer drilling activity; partially offset by

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

Additionally, marketing margins increased by $26 million primarily due to higher net realized NGL and natural gas prices. The decrease in Product sales includes a $168 million decrease in marketing sales, which is due to lower sales prices, partially offset by higher marketing sales volumes. An $18 million decrease in other product sales also contributed to the overall decrease. These decreases are substantially offset in Product costs.

Other segment costs and expenses decreased primarily due to lower employee-related expenses driven by the absence of 2019 severance and related costs and the associated reduced costs in 2020, and the favorable impact of a

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2020 change in an employee benefit policy (see Note 5 – Other Income and Expenses of Notes to Consolidated Financial Statements), as well as lower operating costs due to fewer leased compressors and lower maintenance costs primarily due to timing and scope of activities. These favorable changes are partially offset by the absence of $12 million in favorable settlements in 2019.

Impairment of certain assets reflects a $79 million impairment of certain Eagle Ford Shale gathering assets and a $12 million impairment of certain idle gathering assets in 2019 (see Note 17 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Proportional Modified EBITDA of equity-method investments decreased primarily due to lower volumes at OPPL and the absence of the Jackalope equity-method investment sold in April 2019, partially offset by growth at the RMM, Brazos Permian II, and Targa Train 7 equity-method investments.

Sequent

We closed the Sequent Acquisition on July 1, 2021. See the Sequent Acquisition section of Recent Developments above for additional information related to Sequent.

Year Ended December 31,
2021
(Millions)
Product sales$(43)
Net realized gain (loss) from derivative instruments66
Net unrealized gain (loss) from derivative instruments(109)
Net gain (loss) on commodity derivatives(43)
Segment revenues(86)
Other segment costs and expenses(26)
Sequent Modified EBITDA$(112)
Commodity margins$23

2021

Sequent Modified EBITDA reflects Commodity margins more than offset by net unrealized losses from derivative instruments and segment costs and expenses.

The net sum of Product sales and net realized gains and losses on commodity derivatives related to sales of product comprise our Commodity margins. Commodity margins include $35 million primarily related to favorable pricing spreads on Sequent’s transportation capacity reflecting losses on physical transaction settlements more than offset by net realized gains on derivatives. The transportation related margin was partially offset by a $12 million unfavorable margin related to storage activity. The unfavorable storage margin reflects gains on physical transaction settlements offset by an $18 million charge related to the partial recognition of a purchase accounting inventory fair value adjustment which increased the weighted-average cost of inventory and $13 million related to a lower of cost or net realizable value inventory adjustment.

The Net unrealized gain (loss) from derivative instruments relates to derivative contracts within the Sequent segment that are not designated as hedges for accounting purposes. Sequent can experience significant earnings volatility from the fair value accounting required for the derivatives used to hedge a portion of the economic value of the underlying transportation and storage portfolio. However, the unrealized fair value measurement gains and losses are generally offset by valuation changes in the economic value of the underlying transportation and storage portfolio, which is not recognized until the underlying transportation and storage transaction occurs.

Other segment costs and expenses primarily include employee-related costs.

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Other

Year Ended December 31,
202120202019
(Millions)
Other Modified EBITDA$178$(15)$6

2021 vs. 2020

Other Modified EBITDA increased primarily due to:

•A $168 million increase due to our recently acquired upstream operations, including the favorable commodity price impact of severe winter weather in the first quarter of 2021;

•A $24 million increase due to the absence of a 2020 charge related to a legal settlement associated with our former olefins operations;

•A $15 million increase due to the absence of 2020 charges related to write-offs of certain regulatory assets associated with cancelled projects; partially offset by

•A $10 million decrease associated with a 2021 charge related to a legal settlement.

2020 vs. 2019

Other Modified EBITDA decreased primarily due to:

•A $24 million charge in fourth quarter of 2020 related to a legal settlement associated with former olefins operations;

•A charge of $15 million related to the write-offs of certain regulatory assets associated with cancelled projects in 2020; partially offset by

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

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Management’s Discussion and Analysis of Financial Condition and Liquidity

Overview

We have continued to focus on earnings and cash flow growth, while continuing to improve leverage metrics and control operating costs. During 2021, we issued approximately $2.15 billion of new long-term debt primarily to fund current or near-term retirements. In the first half of 2021, we acquired various oil and gas properties in the Wamsutter field in Wyoming, funding the $165 million paid with cash on hand. In July 2021, we acquired Sequent, funding the final purchase price of $159 million paid with cash on hand (see Note 3 – Acquisitions of Notes to Consolidated Financial Statements). See also the section titled Sources (Uses) of Cash.

Outlook

Our growth capital and investment expenditures in 2022 are currently expected to be in a range from $1.25 billion to $1.35 billion. Growth capital spending in 2022 primarily includes Transco expansions, all of which are fully contracted with firm transportation agreements, projects supporting the Northeast G&P business, opportunities in the Haynesville area, and an expansion in the Western Gulf area. We also expect to invest capital in the development of our upstream oil and gas properties. In addition to growth capital and investment expenditures, we also remain committed to projects that maintain our assets for safe and reliable operations, as well as projects that meet legal, regulatory, and/or contractual commitments. We intend to fund substantially all of our planned 2022 capital spending with cash available after paying dividends. We retain the flexibility to adjust planned levels of growth capital and investment expenditures in response to changes in economic conditions or business opportunities including the repurchase of our common stock as previously discussed in Recent Developments.

As of December 31, 2021, we have approximately $2.025 billion of long-term debt due within one year. Our potential sources of liquidity available to address these maturities include cash on hand, proceeds from refinancing at attractive long-term rates or from our credit facility, as well as proceeds from asset monetizations. In January 2022, we retired our $1.25 billion of 3.6 percent senior unsecured notes that were scheduled to mature in March 2022 with cash on hand.

Liquidity

Based on our forecasted levels of cash flow from operations and other sources of liquidity, we expect to have sufficient liquidity to manage our businesses in 2022. Our potential material internal and external sources and uses of liquidity are as follows:

Sources:
Cash and cash equivalents on hand
Cash generated from operations
Distributions from our equity-method investees
Utilization of our credit facility and/or commercial paper program
Cash proceeds from issuance of debt and/or equity securities
Proceeds from asset monetizations
Uses:
Working capital requirements
Capital and investment expenditures
Product costs
Other operating costs including human capital expenses
Quarterly dividends to our shareholders
Debt service payments, including payments of long-term debt
Distributions to noncontrolling interests
Share repurchase program

As of December 31, 2021, we have approximately $21.650 billion of long-term debt due after one year. See Note 13 – Debt and Banking Arrangements of Notes to Consolidated Financial Statements for the aggregate

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maturities over the next five years. Our potential sources of liquidity available to address these maturities include cash generated from operations, proceeds from refinancing at attractive long-term rates or from our credit facility, as well as proceeds from asset monetizations.

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

As of December 31, 2021, we had a working capital deficit of $423 million, including cash and cash equivalents and long-term debt due within one year. Our available liquidity is as follows:

Available LiquidityDecember 31, 2021
(Millions)
Cash and cash equivalents$1,680
Capacity available under our $3.75 billion credit facility, less amounts outstanding under our $3.5 billion commercial paper program (1)3,750
$5,430

__________

(1)In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program. We had no commercial paper outstanding as of December 31, 2021. The highest amount outstanding under our commercial paper program and credit facility during 2021 was $15 million. At December 31, 2021, we were in compliance with the financial covenants associated with our credit facility. See Note 13 – Debt and Banking Arrangements of Notes to Consolidated Financial Statements for additional information on our credit facility and commercial paper program.

Dividends

We increased our regular quarterly cash dividend to common stockholders by approximately 2.5 percent from the $0.40 per share paid in each quarter of 2020, to $0.41 per share paid in each quarter of 2021.

Registrations

In February 2021, we filed a shelf registration statement as a well-known seasoned issuer.

Distributions from Equity-Method Investees

The organizational documents of entities in which we have an equity-method investment generally require periodic distributions of their available cash to their members. In each case, available cash is reduced, in part, by reserves appropriate for operating their respective businesses. See Note 9 – Investing Activities of Notes to Consolidated Financial Statements for our more significant equity-method investees.

Credit Ratings

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

Rating AgencyOutlookSenior Unsecured Debt Rating
S&P Global RatingsStableBBB
Moody’s Investors ServiceStableBaa2
Fitch RatingsStableBBB

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

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and, if ratings were to fall below investment-grade, could require us to provide additional collateral to third parties, negatively impacting our available liquidity.

Sources (Uses) of Cash

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

Cash FlowYear Ended December 31,
Category202120202019
(Millions)
Sources of cash and cash equivalents:
Operating activities – netOperating$3,945$3,496$3,693
Proceeds from long-term debt (see Note 13)Financing2,1552,19967
Proceeds from credit-facility borrowingsFinancing1,700700
Contributions in aid of constructionInvesting523752
Proceeds from sale of partial interest in consolidated subsidiary (see Note 3)Financing1,334
Proceeds from dispositions of equity-method investments (see Note 9)Investing1485
Uses of cash and cash equivalents:
Payments of long-term debt (see Note 13)Financing(894)(2,141)(49)
Common dividends paidFinancing(1,992)(1,941)(1,842)
Payments on credit-facility borrowingsFinancing(1,700)(860)
Capital expendituresInvesting(1,239)(1,239)(2,109)
Purchases of and contributions to equity-method investments (see Note 9)Investing(115)(325)(453)
Dividends and distributions paid to noncontrolling interestsFinancing(187)(185)(124)
Purchases of businesses, net of cash acquired (see Note 3)Investing(151)(728)
Other sources / (uses) – netFinancing and Investing(37)(48)(45)
Increase (decrease) in cash and cash equivalents$1,538$(147)$121

Operating activities

The factors that determine operating activities are largely the same as those that affect Net income (loss), with the exception of noncash items such as Depreciation and amortization, Provision (benefit) for deferred income taxes, Equity (earnings) losses, Gain on disposition of equity-method investments, (Gain) loss on deconsolidation of businesses, Impairment of goodwill, Impairment of equity-method investments, Impairment of certain assets, and Net unrealized (gain) loss from derivative instruments.

Our Net cash provided (used) by operating activities in 2021 increased from 2020 primarily due to higher operating income (excluding noncash items as previously discussed), favorable changes in net operating working capital reflecting the absence in 2021 of the Transco rate refund payment made in 2020, and higher distributions from unconsolidated affiliates in 2021, partially offset by unfavorable changes in current and noncurrent derivative assets and liabilities.

Our Net cash provided (used) by operating activities in 2020 decreased from 2019 primarily due to the net unfavorable changes in net operating working capital in 2020, including the payment of Transco’s rate refunds in 2020 and the decrease in the income tax refund that was received in 2020 compared to that received in 2019, partially offset by higher operating income (excluding noncash items as previously discussed) in 2020.

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Environmental

We are a participant in certain environmental activities in various stages including assessment studies, cleanup operations, and/or remedial processes at certain sites, some of which we currently do not own (see Note 19 – Contingent Liabilities and Commitments of Notes to Consolidated Financial Statements). We are monitoring these sites in a coordinated effort with other potentially responsible parties, the EPA, or other governmental authorities. We are jointly and severally liable along with unrelated third parties in some of these activities and solely responsible in others. Current estimates of the most likely costs of such activities are approximately $31 million, all of which are included in Accrued liabilities and Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet at December 31, 2021. We will seek recovery of the accrued costs related to remediation activities by our interstate gas pipelines totaling approximately $4 million through future natural gas transmission rates. The remainder of these costs will be funded from operations. During 2021, we paid approximately $5 million for cleanup and/or remediation and monitoring activities. We expect to pay approximately $9 million in 2022 for these activities. Estimates of the most likely costs of cleanup are generally based on completed assessment studies, preliminary results of studies, or our experience with other similar cleanup operations. At December 31, 2021, certain assessment studies were still in process for which the ultimate outcome may yield different estimates of most likely costs. Therefore, the actual costs incurred will depend on the final amount, type, and extent of contamination discovered at these sites, the final cleanup standards mandated by the EPA or other governmental authorities, and other factors.

The EPA and various state regulatory agencies routinely propose and promulgate new rules and issue updated guidance to existing rules. These rulemakings include, but are not limited to, rules for reciprocating internal combustion engine and combustion turbine maximum achievable control technology, reviews and updates to the National Ambient Air Quality Standards, and rules for new and existing source performance standards for volatile organic compounds and methane. We continuously monitor these regulatory changes and how they may impact our operations. Implementation of new or modified regulations may result in impacts to our operations and increase the cost of additions to Property, plant, and equipment – net in the Consolidated Balance Sheet for both new and existing facilities in affected areas; however, due to regulatory uncertainty on final rule content and applicability timeframes, we are unable to reasonably estimate the cost these regulatory impacts at this time.

We consider prudently incurred environmental assessment and remediation costs and the costs associated with compliance with environmental standards to be recoverable through rates for our interstate natural gas pipelines. To date, we have been permitted recovery of these environmental costs, and it is our intent to continue seeking recovery of such costs through future rate filings.

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