UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission file number 1-4174

THE WILLIAMS COMPANIES, INC.


(Exact name of registrant as specified in its charter)


Delaware		73-0569878
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Williams Center
Tulsa,	Oklahoma		74172-0172
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (918) 573-2000

NO CHANGE

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	WMB	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Shares Outstanding at ~~April~~July 29, 2021
Common Stock, $1.00 par value						~~1,214,762,352~~1,214,958,829

The Williams Companies, Inc.

Index


						Page
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statement of Operations – Three and Six Months Ended ~~March 31,~~June 30, 2021 and 2020						6
Consolidated Statement of Comprehensive Income (Loss) – Three and Six Months Ended ~~March 31,~~June 30, 2021 and 2020						7
Consolidated Balance Sheet – ~~March 31,~~June 30, 2021 and December 31, 2020						8
Consolidated Statement of Changes in Equity – Three and Six Months Ended ~~March 31,~~June 30, 2021 an d and 2020						9
Consolidated Statement of Cash Flows – ~~Three~~Six Months Ended ~~March 31,~~June 30, 2021 and 2020						1011
Notes to Consolidated Financial Statements						1112
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						3033
Item 3. Quantitative and Qualitative Disclosures About Market Risk						4248
Item 4. Controls and Procedures						4248
Part II. Other Information						4248
Item 1. Legal Proceedings						4248
Item 1A. Risk Factors						4349

Item 5. Other Information						4349
Item 6. Exhibits						4551

The reports, filings, and other public announcements of The Williams Companies, Inc. (Williams) may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcomes of regulatory proceedings, market conditions, and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical facts, included in this report that address activities, events, or developments that we expect, believe, or anticipate will exist or may occur in the future are forward-looking statements. Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in-service date,” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:

•Levels of dividends to Williams stockholders;

•Future credit ratings of Williams and its affiliates;

•Amounts and nature of future capital expenditures;

•Expansion and growth of our business and operations;

•Expected in-service dates for capital projects;

•Financial condition and liquidity;

•Business strategy;

•Cash flow from operations or results of operations;

•Seasonality of certain business components;

•Natural gas, natural gas liquids, and crude oil prices, supply, and demand;

•Demand for our services;

•The impact of the coronavirus (COVID-19) pandemic.

Forward-looking statements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:

•Availability of supplies, market demand, and volatility of prices;

•Development and rate of adoption of alternative energy sources;

•The impact of existing and future laws and regulations, the regulatory environment, environmental matters, and litigation, as well as our ability to obtain necessary permits and approvals, and achieve favorable rate proceeding outcomes;

•Our exposure to the credit risk of our customers and counterparties;

•Our ability to acquire new businesses and assets and successfully integrate those operations and assets into existing businesses as well as successfully expand our facilities, and to consummate asset sales on acceptable terms;

•Whether we are able to successfully identify, evaluate, and timely execute our capital projects and investment opportunities;

•The strength and financial resources of our competitors and the effects of competition;

•The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;

•Whether we will be able to effectively execute our financing plan;

•Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social, and governance practices;

•The physical and financial risks associated with climate change;

•The impacts of operational and developmental hazards and unforeseen interruptions;

•The risks resulting from outbreaks or other public health crises, including COVID-19;

•Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;

•Acts of terrorism, cybersecurity incidents, and related disruptions;

•Our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;

•Changes in maintenance and construction costs, as well as our ability to obtain sufficient construction-related inputs, including skilled labor;

•Inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);

•Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally recognized credit rating agencies, and the availability and cost of capital;

•The ability of the members of the Organization of Petroleum Exporting Countries (OPEC) and other oil exporting nations to agree to and maintain oil price and production controls and the impact on domestic production;

•Changes in the current geopolitical situation;

•Changes in U.S. governmental administration and policies;

•Whether we are able to pay current and expected levels of dividends;

•Additional risks described in our filings with the Securities and Exchange Commission (SEC).

Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update the above list or announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.

In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.

Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on February 24, 2021.

DEFINITIONS

The following is a listing of certain abbreviations, acronyms, and other industry terminology that may be used throughout this Form 10-Q.

Measurements:

Barrel: One barrel of petroleum products that equals 42 U.S. gallons

Mbbls/d: One thousand barrels per day

Bcf: One billion cubic feet of natural gas

Bcf/d: One billion cubic feet of natural gas per day

MMcf/d: One million cubic feet per day

British Thermal Unit (Btu): A unit of energy needed to raise the temperature of one pound of water by one degree Fahrenheit

Tbtu: One trillion British thermal units

Dekatherms (Dth): A unit of energy equal to one million British thermal units

Mdth/d: One thousand dekatherms per day

MMdth: One million dekatherms or approximately one trillion British thermal units

MMdth/d: One million dekatherms per day

Consolidated Entities:

Caiman II: Caiman Energy II, LLC, (renamed Blue Racer Midstream Holdings, LLC, effective February 2, 2021) a former equity-method investment which is a consolidated entity following our November 2020 acquisition of an additional ownership interest

Cardinal: Cardinal Gas Services, L.L.C.

Gulfstar One: Gulfstar One LLC

Northwest Pipeline: Northwest Pipeline LLC

Transco: Transcontinental Gas Pipe Line Company, LLC

Northeast JV: Ohio Valley Midstream LLC

Partially Owned Entities: Entities in which we do not own a 100 percent ownership interest and which, as of ~~March 31,~~June 30, 2021, we account for as equity-method investments, including principally the following:

Aux Sable: Aux Sable Liquid Products LP

Blue Racer: Blue Racer Midstream LLC

Discovery: Discovery Producer Services LLC

Gulfstream: Gulfstream Natural Gas System, L.L.C.

Laurel Mountain: Laurel Mountain Midstream, LLC

OPPL: Overland Pass Pipeline Company LLC

RMM: Rocky Mountain Midstream Holdings LLC

Targa Train 7: Targa Train 7 LLC

Government and Regulatory:

EPA: Environmental Protection Agency

Exchange Act, the: Securities and Exchange Act of 1934, as amended

FERC: Federal Energy Regulatory Commission

IRS: Internal Revenue Service

SEC: Securities and Exchange Commission

Other:

EBITDA: Earnings before interest, taxes, depreciation, and amortization

Fractionation: The process by which a mixed stream of natural gas liquids is separated into constituent products, such as ethane, propane, and butane

GAAP: U.S. generally accepted accounting principles

LNG: Liquefied natural gas; natural gas which has been liquefied at cryogenic temperatures

MVC: Minimum volume commitments

NGLs: Natural gas liquids; natural gas liquids result from natural gas processing and crude oil refining and are used as petrochemical feedstocks, heating fuels, and gasoline additives, among other applications

NGL margins: NGL revenues less any applicable Btu replacement cost, plant fuel, transportation, and fractionation

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The Williams Companies, Inc.

Consolidated Statement of Operations

(Unaudited)


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
			(Millions, except per-share amounts)						(Millions, except per-share amounts)
Revenues:	Revenues:							Revenues:
Service revenues	Service revenues		$	1,452		$	1,474	Service revenues	$	1,460	$	1,446	$	2,912	$	2,920
Service revenues – commodity consideration	Service revenues – commodity consideration		49			28		Service revenues – commodity consideration	51		25		100		53
Product sales	Product sales		1,111			411		Product sales	772		310		1,883		721
Total revenues	Total revenues		2,612			1,913		Total revenues	2,283		1,781		4,895		3,694
Costs and expenses:	Costs and expenses:							Costs and expenses:
Product costs	Product costs		932			396		Product costs	697		271		1,629		667
Processing commodity expenses	Processing commodity expenses		21			13		Processing commodity expenses	18		15		39		28
Operating and maintenance expenses	Operating and maintenance expenses		360			337		Operating and maintenance expenses	379		320		739		657
Depreciation and amortization expenses	Depreciation and amortization expenses		438			429		Depreciation and amortization expenses	463		430		901		859
Selling, general, and administrative expenses	Selling, general, and administrative expenses		123			113		Selling, general, and administrative expenses	114		127		237		240

Impairment of goodwill (Note 10)	Impairment of goodwill (Note 10)		0			187		Impairment of goodwill (Note 10)	0		0		0		187
Other (income) expense – net	Other (income) expense – net		(1)			7		Other (income) expense – net	12		6		11		13
Total costs and expenses	Total costs and expenses		1,873			1,482		Total costs and expenses	1,683		1,169		3,556		2,651
Operating income (loss)	Operating income (loss)		739			431		Operating income (loss)	600		612		1,339		1,043
Equity earnings (losses) (Note 4)	Equity earnings (losses) (Note 4)		131			22		Equity earnings (losses) (Note 4)	135		108		266		130
Impairment of equity-method investments (Note 10)	Impairment of equity-method investments (Note 10)		0			(938)		Impairment of equity-method investments (Note 10)	0		0		0		(938)
Other investing income (loss) – net	Other investing income (loss) – net		2			3		Other investing income (loss) – net	2		1		4		4
Interest incurred	Interest incurred		(296)			(301)		Interest incurred	(301)		(299)		(597)		(600)
Interest capitalized	Interest capitalized		2			5		Interest capitalized	3		5		5		10
Other income (expense) – net	Other income (expense) – net		(2)			4		Other income (expense) – net	2		5		0		9
Income (loss) before income taxes	Income (loss) before income taxes		576			(774)		Income (loss) before income taxes	441		432		1,017		(342)
Less: Provision (benefit) for income taxes	Less: Provision (benefit) for income taxes		141			(204)		Less: Provision (benefit) for income taxes	119		117		260		(87)

Net income (loss)	Net income (loss)		435			(570)		Net income (loss)	322		315		757		(255)
Less: Net income (loss) attributable to noncontrolling interests	Less: Net income (loss) attributable to noncontrolling interests		9			(53)		Less: Net income (loss) attributable to noncontrolling interests	18		12		27		(41)
Net income (loss) attributable to The Williams Companies, Inc.	Net income (loss) attributable to The Williams Companies, Inc.		426			(517)		Net income (loss) attributable to The Williams Companies, Inc.	304		303		730		(214)
Less: Preferred stock dividends	Less: Preferred stock dividends		1			1		Less: Preferred stock dividends	0		0		1		1
Net income (loss) available to common stockholders	Net income (loss) available to common stockholders		$	425		$	(518)	Net income (loss) available to common stockholders	$	304	$	303	$	729	$	(215)

Basic earnings (loss) per common share:	Basic earnings (loss) per common share:							Basic earnings (loss) per common share:

Net income (loss)	Net income (loss)		$	.35		$	(.43)	Net income (loss)	$	.25	$	.25	$	.60	$	(.18)
Weighted-average shares (thousands)	Weighted-average shares (thousands)		1,214,646			1,213,019		Weighted-average shares (thousands)	1,215,250		1,213,601		1,214,950		1,213,310
Diluted earnings (loss) per common share:	Diluted earnings (loss) per common share:							Diluted earnings (loss) per common share:

Net income (loss)	Net income (loss)		$	.35		$	(.43)	Net income (loss)	$	.25	$	.25	$	.60	$	(.18)
Weighted-average shares (thousands)	Weighted-average shares (thousands)		1,217,211			1,213,019		Weighted-average shares (thousands)	1,217,476		1,214,581		1,217,344		1,213,310

See accompanying notes.

The Williams Companies, Inc.

Consolidated Statement of Comprehensive Income (Loss)

(Unaudited)


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
			(Millions)						(Millions)
Net income (loss)	Net income (loss)		$	435		$	(570)	Net income (loss)	$	322	$	315	$	757	$	(255)
Other comprehensive income (loss):	Other comprehensive income (loss):							Other comprehensive income (loss):
Cash flow hedging activities:	Cash flow hedging activities:							Cash flow hedging activities:
Net unrealized gain (loss) from derivative instruments, net of taxes of $2 in 2021 and $0 in 2020			(9)			0
Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of $0 in 2021 and $0 in 2020			2			0
Net unrealized gain (loss) from derivative instruments, net of taxes of $7 and $9 in 2021 and $0 and $0 in 2020								Net unrealized gain (loss) from derivative instruments, net of taxes of $7 and $9 in 2021 and $0 and $0 in 2020	(17)		0		(26)		0
Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of ($2) and ($2) in 2021 and $0 and $0 in 2020								Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of ($2) and ($2) in 2021 and $0 and $0 in 2020	4		0		6		0

Pension and other postretirement benefits:	Pension and other postretirement benefits:							Pension and other postretirement benefits:

Net actuarial gain (loss) arising during the year, net of taxes of $0 in 2021 and $4 in 2020			0			(14)
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($1) in 2021 and ($2) in 2020			3			8
Net actuarial gain (loss) arising during the year, net of taxes of $0 and $0 in 2021 and ($7) and ($3) in 2020								Net actuarial gain (loss) arising during the year, net of taxes of $0 and $0 in 2021 and ($7) and ($3) in 2020	0		23		0		9
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($1) and ($2) in 2021 and ($3) and ($5) in 2020								Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of ($1) and ($2) in 2021 and ($3) and ($5) in 2020	3		6		6		14
Other comprehensive income (loss)	Other comprehensive income (loss)		(4)			(6)		Other comprehensive income (loss)	(10)		29		(14)		23
Comprehensive income (loss)	Comprehensive income (loss)		431			(576)		Comprehensive income (loss)	312		344		743		(232)
Less: Comprehensive income (loss) attributable to noncontrolling interests	Less: Comprehensive income (loss) attributable to noncontrolling interests		9			(53)		Less: Comprehensive income (loss) attributable to noncontrolling interests	18		12		27		(41)
Comprehensive income (loss) attributable to The Williams Companies, Inc.	Comprehensive income (loss) attributable to The Williams Companies, Inc.		$	422		$	(523)	Comprehensive income (loss) attributable to The Williams Companies, Inc.	$	294	$	332	$	716	$	(191)

See accompanying notes.

The Williams Companies, Inc.

Consolidated Balance Sheet

(Unaudited)


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
		(Millions, except per-share amounts)					(Millions, except per-share amounts)
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	1,126	$	142	Cash and cash equivalents	$	1,201	$	142
Trade accounts and other receivables	Trade accounts and other receivables	1,059		1,000		Trade accounts and other receivables	1,000		1,000
Allowance for doubtful accounts	Allowance for doubtful accounts	(1)		(1)		Allowance for doubtful accounts	(1)		(1)
Trade accounts and other receivables – net	Trade accounts and other receivables – net	1,058		999		Trade accounts and other receivables – net	999		999
Inventories	Inventories	144		136		Inventories	194		136

Other current assets and deferred charges	Other current assets and deferred charges	169		152		Other current assets and deferred charges	231		152
Total current assets	Total current assets	2,497		1,429		Total current assets	2,625		1,429
Investments	Investments	5,129		5,159		Investments	5,124		5,159
Property, plant, and equipment	Property, plant, and equipment	42,970		42,489		Property, plant, and equipment	43,543		42,489
Accumulated depreciation and amortization	Accumulated depreciation and amortization	(13,894)		(13,560)		Accumulated depreciation and amortization	(14,244)		(13,560)
Property, plant, and equipment – net	Property, plant, and equipment – net	29,076		28,929		Property, plant, and equipment – net	29,299		28,929
Intangible assets – net of accumulated amortization	Intangible assets – net of accumulated amortization	7,362		7,444		Intangible assets – net of accumulated amortization	7,277		7,444
Regulatory assets, deferred charges, and other	Regulatory assets, deferred charges, and other	1,198		1,204		Regulatory assets, deferred charges, and other	1,182		1,204
Total assets	Total assets	$	45,262	$	44,165	Total assets	$	45,507	$	44,165
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	538	$	482	Accounts payable	$	611	$	482

Accrued liabilities	Accrued liabilities	855		944		Accrued liabilities	1,005		944

Long-term debt due within one year	Long-term debt due within one year	2,142		893		Long-term debt due within one year	2,143		893
Total current liabilities	Total current liabilities	3,535		2,319		Total current liabilities	3,759		2,319
Long-term debt	Long-term debt	21,092		21,451		Long-term debt	21,091		21,451
Deferred income tax liabilities	Deferred income tax liabilities	2,065		1,923		Deferred income tax liabilities	2,179		1,923
Regulatory liabilities, deferred income, and other	Regulatory liabilities, deferred income, and other	4,097		3,889		Regulatory liabilities, deferred income, and other	4,213		3,889
Contingent liabilities (Note 11)	Contingent liabilities (Note 11)	0		0		Contingent liabilities (Note 11)	0		0
Equity:	Equity:					Equity:
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock	Preferred stock	35		35		Preferred stock	35		35
Common stock ($1 par value; 1,470 million shares authorized at March 31, 2021 and December 31, 2020; 1,249 million shares issued at March 31, 2021 and 1,248 million shares issued at December 31, 2020)		1,249		1,248
Common stock ($1 par value; 1,470 million shares authorized at June 30, 2021 and December 31, 2020; 1,249 million shares issued at June 30, 2021 and 1,248 million shares issued at December 31, 2020)						Common stock ($1 par value; 1,470 million shares authorized at June 30, 2021 and December 31, 2020; 1,249 million shares issued at June 30, 2021 and 1,248 million shares issued at December 31, 2020)	1,249		1,248
Capital in excess of par value	Capital in excess of par value	24,384		24,371		Capital in excess of par value	24,401		24,371
Retained deficit	Retained deficit	(12,825)		(12,748)		Retained deficit	(13,022)		(12,748)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(100)		(96)		Accumulated other comprehensive income (loss)	(110)		(96)
Treasury stock, at cost (35 million shares of common stock)	Treasury stock, at cost (35 million shares of common stock)	(1,041)		(1,041)		Treasury stock, at cost (35 million shares of common stock)	(1,041)		(1,041)
Total stockholders’ equity	Total stockholders’ equity	11,702		11,769		Total stockholders’ equity	11,512		11,769
Noncontrolling interests in consolidated subsidiaries	Noncontrolling interests in consolidated subsidiaries	2,771		2,814		Noncontrolling interests in consolidated subsidiaries	2,753		2,814
Total equity	Total equity	14,473		14,583		Total equity	14,265		14,583
Total liabilities and equity	Total liabilities and equity	$	45,262	$	44,165	Total liabilities and equity	$	45,507	$	44,165

See accompanying notes.

The Williams Companies, Inc.

Consolidated Statement of Changes in Equity

(Unaudited)

The Williams Companies, Inc. Stockholders
Preferred
Stock Common
Stock Capital in
Excess of
Par Value Retained
Deficit AOCI* Treasury
Stock Total
Stockholders’
Equity Noncontrolling
Interests Total Equity
(Millions)
Balance – December 31, 2020 $ 35 $ 1,248 $ 24,371 $ (12,748) $ (96) $ (1,041) $ 11,769 $ 2,814 $ 14,583
Net income (loss) 0 0 0 426 0 0 426 9 435
Other comprehensive income (loss) 0 0 0 0 (4) 0 (4) 0 (4)
Cash dividends – common stock ($0.41 per share) 0 0 0 (498) 0 0 (498) 0 (498)
Dividends and distributions to noncontrolling interests 0 0 0 0 0 0 0 (54) (54)
Stock-based compensation and related common stock issuances, net of tax 0 1 10 0 0 0 11 0 11
Contributions from noncontrolling interests 0 0 0 0 0 0 0 2 2
Other 0 0 3 (5) 0 0 (2) 0 (2)
Net increase (decrease) in equity 0 1 13 (77) (4) 0 (67) (43) (110)
Balance – March 31, 2021 $ 35 $ 1,249 $ 24,384 $ (12,825) $ (100) $ (1,041) $ 11,702 $ 2,771 $ 14,473


Balance – December 31, 2019		$	35	$	1,247	$	24,323	$	(11,002)	$	(199)	$	(1,041)	$	13,363	$	3,001	$	16,364
																					The Williams Companies, Inc. Stockholders
																					Preferred Stock		Common Stock		Capital in Excess of Par Value		Retained Deficit		AOCI*		Treasury Stock		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
																					(Millions)
Balance – March 31, 2021																				Balance – March 31, 2021	$	35	$	1,249	$	24,384	$	(12,825)	$	(100)	$	(1,041)	$	11,702	$	2,771	$	14,473
Net income (loss)	Net income (loss)	0		0		0		(517)		0		0		(517)		(53)		(570)		Net income (loss)	0		0		0		304		0		0		304		18		322
Other comprehensive income (loss)	Other comprehensive income (loss)	0		0		0		0		(6)		0		(6)		0		(6)		Other comprehensive income (loss)	0		0		0		0		(10)		0		(10)		0		(10)

Cash dividends – common stock ($0.40 per share)		0		0		0		(485)		0		0		(485)		0		(485)
Cash dividends – common stock ($0.41 per share)																				Cash dividends – common stock ($0.41 per share)	0		0		0		(498)		0		0		(498)		0		(498)
Dividends and distributions to noncontrolling interests	Dividends and distributions to noncontrolling interests	0		0		0		0		0		0		0		(44)		(44)		Dividends and distributions to noncontrolling interests	0		0		0		0		0		0		0		(41)		(41)
Stock-based compensation and related common stock issuances, net of tax	Stock-based compensation and related common stock issuances, net of tax	0		1		7		0		0		0		8		0		8		Stock-based compensation and related common stock issuances, net of tax	0		0		20		0		0		0		20		0		20

Contributions from noncontrolling interests	Contributions from noncontrolling interests	0		0		0		0		0		0		0		2		2		Contributions from noncontrolling interests	0		0		0		0		0		0		0		4		4

Other	Other	0		0		0		(9)		0		0		(9)		(1)		(10)		Other	0		0		(3)		(3)		0		0		(6)		1		(5)
Net increase (decrease) in equity	Net increase (decrease) in equity	0		1		7		(1,011)		(6)		0		(1,009)		(96)		(1,105)		Net increase (decrease) in equity	0		0		17		(197)		(10)		0		(190)		(18)		(208)
Balance – March 31, 2020		$	35	$	1,248	$	24,330	$	(12,013)	$	(205)	$	(1,041)	$	12,354	$	2,905	$	15,259
Balance – June 30, 2021																				Balance – June 30, 2021	$	35	$	1,249	$	24,401	$	(13,022)	$	(110)	$	(1,041)	$	11,512	$	2,753	$	14,265


Balance – March 31, 2020	$	35	$	1,248	$	24,330	$	(12,013)	$	(205)	$	(1,041)	$	12,354	$	2,905	$	15,259
Net income (loss)	0		0		0		303		0		0		303		12		315
Other comprehensive income (loss)	0		0		0		0		29		0		29		0		29


Cash dividends – common stock ($0.40 per share)	0		0		0		(486)		0		0		(486)		0		(486)
Dividends and distributions to noncontrolling interests	0		0		0		0		0		0		0		(54)		(54)
Stock-based compensation and related common stock issuances, net of tax	0		0		13		0		0		0		13		0		13



Contributions from noncontrolling interests	0		0		0		0		0		0		0		2		2

Other	0		0		0		(1)		0		0		(1)		3		2
Net increase (decrease) in equity	0		0		13		(184)		29		0		(142)		(37)		(179)
Balance – June 30, 2020	$	35	$	1,248	$	24,343	$	(12,197)	$	(176)	$	(1,041)	$	12,212	$	2,868	$	15,080

*Accumulated Other Comprehensive Income (Loss)

See accompanying notes.

The Williams Companies, Inc.

Consolidated Statement of Changes in Equity (Continued)

(Unaudited)


	The Williams Companies, Inc. Stockholders
	Preferred Stock		Common Stock		Capital in Excess of Par Value		Retained Deficit		AOCI*		Treasury Stock		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	(Millions)
Balance – December 31, 2020	$	35	$	1,248	$	24,371	$	(12,748)	$	(96)	$	(1,041)	$	11,769	$	2,814	$	14,583
Net income (loss)	0		0		0		730		0		0		730		27		757
Other comprehensive income (loss)	0		0		0		0		(14)		0		(14)		0		(14)
Cash dividends – common stock ($0.82 per share)	0		0		0		(996)		0		0		(996)		0		(996)
Dividends and distributions to noncontrolling interests	0		0		0		0		0		0		0		(95)		(95)
Stock-based compensation and related common stock issuances, net of tax	0		1		30		0		0		0		31		0		31


Contributions from noncontrolling interests	0		0		0		0		0		0		0		6		6
Other	0		0		0		(8)		0		0		(8)		1		(7)
Net increase (decrease) in equity	0		1		30		(274)		(14)		0		(257)		(61)		(318)
Balance – June 30, 2021	$	35	$	1,249	$	24,401	$	(13,022)	$	(110)	$	(1,041)	$	11,512	$	2,753	$	14,265


Balance – December 31, 2019	$	35	$	1,247	$	24,323	$	(11,002)	$	(199)	$	(1,041)	$	13,363	$	3,001	$	16,364

Net income (loss)	0		0		0		(214)		0		0		(214)		(41)		(255)
Other comprehensive income (loss)	0		0		0		0		23		0		23		0		23


Cash dividends – common stock ($0.80 per share)	0		0		0		(971)		0		0		(971)		0		(971)
Dividends and distributions to noncontrolling interests	0		0		0		0		0		0		0		(98)		(98)
Stock-based compensation and related common stock issuances, net of tax	0		1		20		0		0		0		21		0		21


Contributions from noncontrolling interests	0		0		0		0		0		0		0		4		4

Other	0		0		0		(10)		0		0		(10)		2		(8)
Net increase (decrease) in equity	0		1		20		(1,195)		23		0		(1,151)		(133)		(1,284)
Balance – June 30, 2020	$	35	$	1,248	$	24,343	$	(12,197)	$	(176)	$	(1,041)	$	12,212	$	2,868	$	15,080

*Accumulated Other Comprehensive Income (Loss)

See accompanying notes.

910

The Williams Companies, Inc.

Consolidated Statement of Cash Flows

(Unaudited)


		Three Months Ended March 31,					Six Months Ended June 30,
		2021		2020			2021		2020
		(Millions)					(Millions)
OPERATING ACTIVITIES:	OPERATING ACTIVITIES:					OPERATING ACTIVITIES:
Net income (loss)	Net income (loss)	$	435	$	(570)	Net income (loss)	$	757	$	(255)
Adjustments to reconcile to net cash provided (used) by operating activities:	Adjustments to reconcile to net cash provided (used) by operating activities:					Adjustments to reconcile to net cash provided (used) by operating activities:
Depreciation and amortization	Depreciation and amortization	438		429		Depreciation and amortization	901		859
Provision (benefit) for deferred income taxes	Provision (benefit) for deferred income taxes	144		(177)		Provision (benefit) for deferred income taxes	262		(59)
Equity (earnings) losses	Equity (earnings) losses	(131)		(22)		Equity (earnings) losses	(266)		(130)
Distributions from unconsolidated affiliates	Distributions from unconsolidated affiliates	176		169		Distributions from unconsolidated affiliates	345		323

Impairment of goodwill (Note 10)	Impairment of goodwill (Note 10)	0		187		Impairment of goodwill (Note 10)	0		187
Impairment of equity-method investments (Note 10)	Impairment of equity-method investments (Note 10)	0		938		Impairment of equity-method investments (Note 10)	0		938

Amortization of stock-based awards	Amortization of stock-based awards	20		9		Amortization of stock-based awards	39		24

Cash provided (used) by changes in current assets and liabilities:	Cash provided (used) by changes in current assets and liabilities:					Cash provided (used) by changes in current assets and liabilities:
Accounts receivable	Accounts receivable	(59)		67		Accounts receivable	(50)		85
Inventories	Inventories	(8)		19		Inventories	(58)		(9)
Other current assets and deferred charges	Other current assets and deferred charges	(6)		20		Other current assets and deferred charges	(56)		(13)
Accounts payable	Accounts payable	38		(155)		Accounts payable	94		236
Accrued liabilities	Accrued liabilities	(116)		(150)		Accrued liabilities	14		(236)
Other, including changes in noncurrent assets and liabilities	Other, including changes in noncurrent assets and liabilities	(16)		23		Other, including changes in noncurrent assets and liabilities	(10)		(20)
Net cash provided (used) by operating activities	Net cash provided (used) by operating activities	915		787		Net cash provided (used) by operating activities	1,972		1,930
FINANCING ACTIVITIES:	FINANCING ACTIVITIES:					FINANCING ACTIVITIES:

Proceeds from long-term debt	Proceeds from long-term debt	897		1,702		Proceeds from long-term debt	898		3,896
Payments of long-term debt	Payments of long-term debt	(5)		(1,518)		Payments of long-term debt	(11)		(3,226)
Proceeds from issuance of common stock	Proceeds from issuance of common stock	3		6		Proceeds from issuance of common stock	3		6

Common dividends paid	Common dividends paid	(498)		(485)		Common dividends paid	(996)		(971)
Dividends and distributions paid to noncontrolling interests	Dividends and distributions paid to noncontrolling interests	(54)		(44)		Dividends and distributions paid to noncontrolling interests	(95)		(98)
Contributions from noncontrolling interests	Contributions from noncontrolling interests	2		2		Contributions from noncontrolling interests	6		4
Payments for debt issuance costs	Payments for debt issuance costs	(6)		0		Payments for debt issuance costs	(6)		(17)

Other – net	Other – net	(13)		(10)		Other – net	(12)		(10)
Net cash provided (used) by financing activities	Net cash provided (used) by financing activities	326		(347)		Net cash provided (used) by financing activities	(213)		(416)
INVESTING ACTIVITIES:	INVESTING ACTIVITIES:					INVESTING ACTIVITIES:
Property, plant, and equipment:	Property, plant, and equipment:					Property, plant, and equipment:
Capital expenditures (1)	Capital expenditures (1)	(260)		(306)		Capital expenditures (1)	(685)		(613)
Dispositions – net	Dispositions – net	(1)		(3)		Dispositions – net	(5)		(16)
Contributions in aid of construction	Contributions in aid of construction	19		14		Contributions in aid of construction	36		19

Proceeds from dispositions of equity-method investments						Proceeds from dispositions of equity-method investments	1		0
Purchases of and contributions to equity-method investments	Purchases of and contributions to equity-method investments	(14)		(30)		Purchases of and contributions to equity-method investments	(44)		(66)

Other – net	Other – net	(1)		(4)		Other – net	(3)		6
Net cash provided (used) by investing activities	Net cash provided (used) by investing activities	(257)		(329)		Net cash provided (used) by investing activities	(700)		(670)
Increase (decrease) in cash and cash equivalents	Increase (decrease) in cash and cash equivalents	984		111		Increase (decrease) in cash and cash equivalents	1,059		844

Cash and cash equivalents at beginning of year	Cash and cash equivalents at beginning of year	142		289		Cash and cash equivalents at beginning of year	142		289
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	1,126	$	400	Cash and cash equivalents at end of period	$	1,201	$	1,133
_____________	_____________					_____________
(1) Increases to property, plant, and equipment	(1) Increases to property, plant, and equipment	$	(263)	$	(254)	(1) Increases to property, plant, and equipment	$	(693)	$	(581)
Changes in related accounts payable and accrued liabilities	Changes in related accounts payable and accrued liabilities	3		(52)		Changes in related accounts payable and accrued liabilities	8		(32)
Capital expenditures	Capital expenditures	$	(260)	$	(306)	Capital expenditures	$	(685)	$	(613)

See accompanying notes.

1011

The Williams Companies, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – General, Description of Business, and Basis of Presentation

General

Our accompanying interim consolidated financial statements do not include all the notes in our annual financial statements and, therefore, should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2020, in our Annual Report on Form 10-K. The accompanying unaudited financial statements include all normal recurring adjustments and others that, in the opinion of management, are necessary to present fairly our interim financial statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Unless the context clearly indicates otherwise, references in this report to “Williams,” “we,” “our,” “us,” or like terms refer to The Williams Companies, Inc. and its subsidiaries. Unless the context clearly indicates otherwise, references to “Williams,” “we,” “our,” and “us” include the operations in which we own interests accounted for as equity-method investments that are not consolidated in our financial statements. When we refer to our equity investees by name, we are referring exclusively to their businesses and operations.

Description of Business

We are a Delaware corporation whose common stock is listed and traded on the New York Stock Exchange. Our operations are located in the United States and are presented within the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, and West, consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources. All remaining business activities, including our recently acquired upstream operations, as well as corporate activities are included in Other.

Transmission & Gulf of Mexico is comprised of our interstate natural gas pipelines, Transcontinental Gas Pipe Line Company, LLC (Transco) and Northwest Pipeline LLC (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 LLC (Gulfstar One) (a consolidated variable interest entity, or VIE), which is a proprietary floating production system, a 50 percent equity-method investment in Gulfstream Natural Gas System, L.L.C., and a 60 percent equity-method investment in Discovery Producer Services LLC (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 Ohio Valley Midstream LLC (Northeast JV) (a consolidated VIE) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal Gas Services, L.L.C. (Cardinal) (a consolidated VIE) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain Midstream, LLC (Laurel Mountain), a 50 percent equity-method investment in Blue Racer Midstream LLC (Blue Racer) (we previously effectively owned a 29 percent indirect interest in Blue Racer through our 58 percent equity-method investment in Caiman Energy II, LLC (Caiman II) until acquiring a controlling interest of Caiman II in November 2020), and Appalachia Midstream Services, LLC, 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 (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 northwest Louisiana, and the Mid-Continent region which includes the

1112

Notes (Continued)

Anadarko ~~Arkoma,~~ and Permian basins. This segment also includes our natural gas liquid (NGL) and natural gas marketing business, storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, a 50 percent equity-method investment in Overland Pass Pipeline Company LLC, a 50 percent equity-method investment in Rocky Mountain Midstream Holdings LLC (RMM), a 20 percent equity-method investment in Targa Train 7 LLC (Targa Train 7) (a nonconsolidated VIE), and a 15 percent interest in Brazos Permian II, LLC (Brazos Permian II) (a nonconsolidated VIE).

Basis of Presentation

Significant risks and uncertainties

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

Note 2 – Variable Interest Entities

Consolidated VIEs

As of ~~March 31,~~June 30, 2021, we consolidate the following VIEs:

Northeast JV

We own a 65 percent interest in the Northeast JV, a subsidiary that is a VIE due to certain of our voting rights being disproportionate to our obligation to absorb losses and substantially all of the Northeast JV’s activities being performed on our behalf. We are the primary beneficiary because we have the power to direct the activities that most significantly impact the Northeast JV’s economic performance. The Northeast JV provides midstream services for producers in the Marcellus Shale and Utica Shale regions. Future expansion activity is expected to be funded with capital contributions from us and the other equity partner on a proportional basis.

Gulfstar One

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

Cardinal

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

1213

Notes (Continued)

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


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
		(Millions)					(Millions)
Assets (liabilities):	Assets (liabilities):					Assets (liabilities):
Cash and cash equivalents	Cash and cash equivalents	$	83	$	107	Cash and cash equivalents	$	81	$	107
Trade accounts and other receivables – net	Trade accounts and other receivables – net	128		148		Trade accounts and other receivables – net	151		148

Other current assets and deferred charges	Other current assets and deferred charges	5		7		Other current assets and deferred charges	9		7

Property, plant, and equipment – net	Property, plant, and equipment – net	5,465		5,514		Property, plant, and equipment – net	5,406		5,514
Intangible assets – net of accumulated amortization	Intangible assets – net of accumulated amortization	2,349		2,376		Intangible assets – net of accumulated amortization	2,322		2,376
Regulatory assets, deferred charges, and other	Regulatory assets, deferred charges, and other	15		15		Regulatory assets, deferred charges, and other	15		15
Accounts payable	Accounts payable	(49)		(42)		Accounts payable	(55)		(42)

Accrued liabilities	Accrued liabilities	(34)		(34)		Accrued liabilities	(39)		(34)

Regulatory liabilities, deferred income, and other	Regulatory liabilities, deferred income, and other	(287)		(289)		Regulatory liabilities, deferred income, and other	(286)		(289)

Nonconsolidated VIEs

Targa Train 7

We own a 20 percent interest in Targa Train 7, which provides fractionation services at Mt. Belvieu and is a VIE due primarily to our limited participating rights as the minority equity holder. At ~~March 31,~~June 30, 2021, the carrying value of our investment in Targa Train 7 was ~~$50~~$49 million. Our maximum exposure to loss is limited to the carrying value of our investment.

Brazos Permian II

We own a 15 percent interest in Brazos Permian II, which provides gathering and processing services in the Delaware basin and is a VIE due primarily to our limited participating rights as the minority equity holder. During the first quarter of 2020 we recorded an impairment of our equity-method investment in Brazos Permian II. Our maximum exposure to loss is limited to the carrying value of our investment.

1314

Notes (Continued)

Note 3 – Revenue Recognition

Revenue by Category

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

~~Transco~~

~~Northwest Pipeline~~

~~Gulf of Mexico Midstream~~

Northeast
Midstream

~~West Midstream~~

~~Other~~

~~Eliminations~~

~~Total~~

~~(Millions)~~


	Transco		Northwest Pipeline		Gulf of Mexico Midstream		Northeast Midstream		West Midstream		Other		Eliminations		Total
	(Millions)
Three Months Ended June 30, 2021
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage	$	613	$	108	$	0	$	0	$	0	$	0	$	(2)	$	719
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration	0		0		90		315		278		0		(26)		657
Commodity consideration	0		0		10		2		39		0		0		51
Other	2		0		7		52		10		0		(4)		67
Total service revenues	615		108		107		369		327		0		(32)		1,494
Product sales	16		0		53		24		726		44		(87)		776
Total revenues from contracts with customers	631		108		160		393		1,053		44		(119)		2,270
Other revenues (1)	0		0		3		6		(1)		8		(3)		13
Total revenues	$	631	$	108	$	163	$	399	$	1,052	$	52	$	(122)	$	2,283

Three Months Ended June 30, 2020
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage	$	592	$	110	$	0	$	0	$	0	$	0	$	(1)	$	701
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration	0		0		78		308		297		0		(19)		664
Commodity consideration	0		0		3		1		21		0		0		25
Other	2		0		10		41		17		0		(4)		66
Total service revenues	594		110		91		350		335		0		(24)		1,456
Product sales	20		0		17		1		303		0		(31)		310
Total revenues from contracts with customers	614		110		108		351		638		0		(55)		1,766
Other revenues (1)	2		0		1		5		2		9		(4)		15
Total revenues	$	616	$	110	$	109	$	356	$	640	$	9	$	(59)	$	1,781

Three Months Ended March 31, 2021
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage $ 625 $ 113 $ 0 $ 0 $ 0 $ 0 $ (3) $ 735
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration 0 0 86 311 262 0 (21) 638
Commodity consideration 0 0 11 3 35 0 0 49
Other 3 0 3 41 19 0 (4) 62
Total service revenues 628 113 100 355 316 0 (28) 1,484
Product sales 14 0 53 32 1,080 56 (90) 1,145
Total revenues from contracts with customers 642 113 153 387 1,396 56 (118) 2,629
Other revenues (1) 2 0 2 6 (31) 7 (3) (17)
Total revenues $ 644 $ 113 $ 155 $ 393 $ 1,365 $ 63 $ (121) $ 2,612
Three Months Ended March 31, 2020
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage $ 604 $ 115 $ 0 $ 0 $ 0 $ 0 $ (2) $ 717
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration 0 0 99 312 299 0 (22) 688
Commodity consideration 0 0 5 2 21 0 0 28
Other 3 0 6 41 9 0 (5) 54
Total service revenues 607 115 110 355 329 0 (29) 1,487
Product sales 20 0 32 29 359 0 (29) 411
Total revenues from contracts with customers 627 115 142 384 688 0 (58) 1,898
Other revenues (1) 0 0 2 5 3 8 (3) 15
Total revenues $ 627 $ 115 $ 144 $ 389 $ 691 $ 8 $ (61) $ 1,913

Notes (Continued)


	Transco		Northwest Pipeline		Gulf of Mexico Midstream		Northeast Midstream		West Midstream		Other		Eliminations		Total
	(Millions)
Six Months Ended June 30, 2021
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage	$	1,238	$	221	$	0	$	0	$	0	$	0	$	(5)	$	1,454
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration	0		0		176		626		540		0		(47)		1,295
Commodity consideration	0		0		21		5		74		0		0		100
Other	5		0		10		93		29		0		(8)		129
Total service revenues	1,243		221		207		724		643		0		(60)		2,978
Product sales	30		0		106		56		1,806		100		(177)		1,921
Total revenues from contracts with customers	1,273		221		313		780		2,449		100		(237)		4,899
Other revenues (1)	2		0		5		12		(32)		15		(6)		(4)
Total revenues	$	1,275	$	221	$	318	$	792	$	2,417	$	115	$	(243)	$	4,895

Six Months Ended June 30, 2020
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage	$	1,196	$	225	$	0	$	0	$	0	$	0	$	(3)	$	1,418
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration	0		0		177		620		596		0		(41)		1,352
Commodity consideration	0		0		8		3		42		0		0		53
Other	5		0		16		82		26		0		(9)		120
Total service revenues	1,201		225		201		705		664		0		(53)		2,943
Product sales	40		0		49		30		662		0		(60)		721
Total revenues from contracts with customers	1,241		225		250		735		1,326		0		(113)		3,664
Other revenues (1)	2		0		3		10		5		17		(7)		30
Total revenues	$	1,243	$	225	$	253	$	745	$	1,331	$	17	$	(120)	$	3,694

(1)Revenues not ~~within the scope of Accounting Standards Codification Topic 606, “Revenue~~derived from ~~Contracts~~contracts with ~~Customers,”~~customers consist of leasing revenues associated with our headquarters building and management fees that we receive for certain services we provide to operated equity-method investments, which are reported in Service revenues in the Consolidated Statement of Operations, and amounts associated with our derivative contracts, which are reported in Product sales in the Consolidated Statement of Operations.

1416

Notes (Continued)

Contract Assets

The following table presents a reconciliation of our contract assets:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
			(Millions)						(Millions)
Balance at beginning of period	Balance at beginning of period		$	12		$	8	Balance at beginning of period	$	25	$	18	$	12	$	8
Revenue recognized in excess of amounts invoiced	Revenue recognized in excess of amounts invoiced		45			23		Revenue recognized in excess of amounts invoiced	38		46		83		69
Minimum volume commitments invoiced	Minimum volume commitments invoiced		(32)			(13)		Minimum volume commitments invoiced	(25)		(34)		(57)		(47)
Balance at end of period	Balance at end of period		$	25		$	18	Balance at end of period	$	38	$	30	$	38	$	30

Contract Liabilities

The following table presents a reconciliation of our contract liabilities:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
			(Millions)						(Millions)
Balance at beginning of period	Balance at beginning of period		$	1,209		$	1,215	Balance at beginning of period	$	1,171	$	1,189	$	1,209	$	1,215
Payments received and deferred	Payments received and deferred		13			28		Payments received and deferred	72		74		85		102
Significant financing component	Significant financing component		3			3		Significant financing component	2		2		5		5
Recognized in revenue	Recognized in revenue		(54)			(57)		Recognized in revenue	(52)		(62)		(106)		(119)
Balance at end of period	Balance at end of period		$	1,171		$	1,189	Balance at end of period	$	1,193	$	1,203	$	1,193	$	1,203

Remaining Performance Obligations

Remaining performance obligations primarily include reservation charges on contracted capacity for our gas pipeline firm transportation contracts with customers, storage capacity contracts, long-term contracts containing minimum volume commitments associated with our midstream businesses, and fixed payments associated with offshore production handling. For our interstate natural gas pipeline businesses, remaining performance obligations reflect the rates for such services in our current Federal Energy Regulatory Commission (FERC) tariffs for the life of the related contracts; however, these rates may change based on future tariffs approved by the FERC and the amount and timing of these changes are not currently known.

Our remaining performance obligations exclude variable consideration, including contracts with variable consideration for which we have elected the practical expedient for consideration recognized in revenue as billed. Certain of our contracts contain evergreen and other renewal provisions for periods beyond the initial term of the contract. The remaining performance obligation amounts as of ~~March 31,~~June 30, 2021, do not consider potential future performance obligations for which the renewal has not been exercised and exclude contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service. Consideration received prior to ~~March 31,~~June 30, 2021, that will be recognized in future periods is also excluded from our remaining performance obligations and is instead reflected in contract liabilities.

1517

Notes (Continued)

The following table presents the amount of the contract liabilities balance expected to be recognized as revenue when performance obligations are satisfied and the transaction price allocated to the remaining performance obligations under certain contracts as of ~~March 31,~~June 30, 2021.

Contract Liabilities Remaining Performance Obligations
(Millions)
2021 (remainder) $ 87 $ 2,610
2022 113 3,363
2023 105 3,097
2024 102 2,578
2025 97 2,315
Thereafter 667 17,750
Total $ 1,171 $ 31,713


	Contract Liabilities		Remaining Performance Obligations
	(Millions)
2021 (six months)	$	83	$	1,724
2022 (one year)	130		3,409
2023 (one year)	111		3,137
2024 (one year)	106		2,723
2025 (one year)	101		2,330

Thereafter 00	662		18,055
Total	$	1,193	$	31,378

Accounts Receivable

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


		March 31, 2021		December 31, 2020			June 30, 2021		December 31, 2020
		(Millions)					(Millions)
Accounts receivable related to revenues from contracts with customers	Accounts receivable related to revenues from contracts with customers	$	1,007	$	892	Accounts receivable related to revenues from contracts with customers	$	928	$	892
Other accounts receivable	Other accounts receivable	51		107		Other accounts receivable	71		107
Trade accounts and other receivables – net	Trade accounts and other receivables – net	$	1,058	$	999	Trade accounts and other receivables – net	$	999	$	999

Note 4 – Investing Activities

~~Impairment of Equity-Method Investments~~

Impairment of equity-method investments for the three months ended March 31, 2020, includes $938 million associated with the impairment of equity-method investments (see Note 10 – Fair Value Measurements and Guarantees).

Equity Earnings (Losses)

Equity earnings (losses) for the ~~three~~six months ended ~~March 31,~~June 30, 2020, includes a $78 million loss associated with the first-quarter 2020 full impairment of goodwill recognized by our investee RMM, which was allocated entirely to our member interest per the terms of the membership agreement.

Impairment of Equity-Method Investments

Impairment of equity-method investments for the six months ended June 30, 2020, includes $938 million associated with the first-quarter 2020 impairment of certain equity-method investments (see Note 10 – Fair Value Measurements and Guarantees).

Notes (Continued)

Note 5 – Provision (Benefit) for Income Taxes

The Provision (benefit) for income taxes includes:

Three Months Ended
March 31,
2021 2020
(Millions)
Current:
Federal $ (2) $ (28)
State (1) 1
(3) (27)
Deferred:
Federal 115 (134)
State 29 (43)
144 (177)
Provision (benefit) for income taxes $ 141 $ (204)

~~Notes (Continued)~~


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(Millions)
Current:
Federal	$	0	$	0	$	(2)	$	(28)
State	1		(1)		0		0
	1		(1)		(2)		(28)
Deferred:
Federal	85		93		200		(41)
State	33		25		62		(18)

	118		118		262		(59)
Provision (benefit) for income taxes	$	119	$	117	$	260	$	(87)

The effective income tax rates for the total provision (benefit) for both the three and six months ended ~~March 31,~~June 30, 2021 and 2020 are greater than the federal statutory rate, primarily due to the effect of state income taxes.

During the next 12 months, we do not expect ultimate resolution of any unrecognized tax benefit associated with domestic or international matters to have a material impact on our unrecognized tax benefit position.

Note 6 – Earnings (Loss) Per Common Share


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
			(Dollars in millions, except per-share amounts; shares in thousands)						(Dollars in millions, except per-share amounts; shares in thousands)
Net income (loss) available to common stockholders	Net income (loss) available to common stockholders		$	425		$	(518)	Net income (loss) available to common stockholders	$	304	$	303	$	729	$	(215)
Basic weighted-average shares	Basic weighted-average shares		1,214,646			1,213,019		Basic weighted-average shares	1,215,250		1,213,601		1,214,950		1,213,310
Effect of dilutive securities:	Effect of dilutive securities:							Effect of dilutive securities:
Nonvested restricted stock units	Nonvested restricted stock units		2,565			0		Nonvested restricted stock units	2,208		980		2,385		0

Stock options								Stock options	18		0		9		0
Diluted weighted-average shares (1)	Diluted weighted-average shares (1)		1,217,211			1,213,019		Diluted weighted-average shares (1)	1,217,476		1,214,581		1,217,344		1,213,310
Earnings (loss) per common share:	Earnings (loss) per common share:							Earnings (loss) per common share:
Basic	Basic		$	.35		$	(.43)	Basic	$	.25	$	.25	$	.60	$	(.18)
Diluted	Diluted		$	.35		$	(.43)	Diluted	$	.25	$	.25	$	.60	$	(.18)

(1)For the ~~three~~six months ended ~~March 31,~~June 30, 2020, ~~1.3~~1.1 million weighted-average nonvested restricted stock units have been excluded from the computation of diluted earnings (loss) per common share as their inclusion would be antidilutive due to our loss available to common stockholders.

Notes (Continued)

Note 7 – Employee Benefit Plans

Net periodic benefit cost (credit) is as follows:


			Pension Benefits						Pension Benefits
		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
			(Millions)						(Millions)
Components of net periodic benefit cost (credit):	Components of net periodic benefit cost (credit):							Components of net periodic benefit cost (credit):
Service cost	Service cost		$	8		$	8	Service cost	$	7	$	7	$	15	$	15
Interest cost	Interest cost		7			10		Interest cost	7		9		14		19
Expected return on plan assets	Expected return on plan assets		(11)			(13)		Expected return on plan assets	(11)		(14)		(22)		(27)

Amortization of net actuarial loss	Amortization of net actuarial loss		4			4		Amortization of net actuarial loss	3		7		7		11
Net actuarial loss from settlements	Net actuarial loss from settlements		0			6		Net actuarial loss from settlements	1		2		1		8
Net periodic benefit cost (credit)	Net periodic benefit cost (credit)		$	8		$	15	Net periodic benefit cost (credit)	$	7	$	11	$	15	$	26

~~Notes (Continued)~~


			Other Postretirement Benefits						Other Postretirement Benefits
		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
			(Millions)						(Millions)
Components of net periodic benefit cost (credit):	Components of net periodic benefit cost (credit):							Components of net periodic benefit cost (credit):

Interest cost	Interest cost		$	1		$	2	Interest cost	$	2	$	1	$	3	$	3
Expected return on plan assets	Expected return on plan assets		(2)			(3)		Expected return on plan assets	(3)		(2)		(5)		(5)

Reclassification to regulatory liability	Reclassification to regulatory liability		1			1		Reclassification to regulatory liability	0		0		1		1
Net periodic benefit cost (credit)	Net periodic benefit cost (credit)		$	0		$	0	Net periodic benefit cost (credit)	$	(1)	$	(1)	$	(1)	$	(1)

The components of Net periodic benefit cost (credit) other than the Service cost component are included in Other income (expense) – net below Operating income (loss) in the Consolidated Statement of Operations.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we contributed $1$3 million to our pension plans and $1$3 million to our other postretirement benefit plans. We presently anticipate making additional contributions of approximately $2$1 million to our pension plans and approximately $5$2 million to our other postretirement benefit plans in the remainder of 2021.

Note 8 – Debt and Banking Arrangements

Long-Term Debt

Issuances and retirements

On March 2, 2021, we completed a public offering of $900 million of 2.6 percent senior unsecured notes due 2031.

Commercial Paper Program

At ~~March 31,~~June 30, 2021, 0 Commercial paper was outstanding under our $4 billion commercial paper program.

Notes (Continued)

Credit Facilities


		March 31, 2021					June 30, 2021
		Stated Capacity		Outstanding			Stated Capacity		Outstanding
		(Millions)					(Millions)

Long-term credit facility (1)	Long-term credit facility (1)	$	4,500	$	0	Long-term credit facility (1)	$	4,500	$	0
Letters of credit under certain bilateral bank agreements	Letters of credit under certain bilateral bank agreements			17		Letters of credit under certain bilateral bank agreements			17

Note 9 – Stockholders’ Equity

Stockholder Rights Agreement

As disclosed in our Annual Report on Form 10-K filed February 24, 2021, a purported shareholder filed a putative class action lawsuit in the Delaware Court of Chancery challenging our stockholder rights agreement (Rights Agreement). On February 26, 2021, the Delaware Court of Chancery issued a decision which declared the Rights Agreement unenforceable and permanently enjoined the continued operation of the Rights Agreement, which otherwise would have expired on March 20, 2021.

~~Notes (Continued)~~

AOCI

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


		Cash Flow Hedges		Foreign Currency Translation		Pension and Other Postretirement Benefits		Total			Cash Flow Hedges		Foreign Currency Translation		Pension and Other Postretirement Benefits		Total
		(Millions)									(Millions)
Balance at December 31, 2020	Balance at December 31, 2020	$	(3)	$	(1)	$	(92)	$	(96)	Balance at December 31, 2020	$	(3)	$	(1)	$	(92)	$	(96)

Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(9)		0		0		(9)		Other comprehensive income (loss) before reclassifications	(26)		0		0		(26)
Amounts reclassified from accumulated other comprehensive income (loss)	Amounts reclassified from accumulated other comprehensive income (loss)	2		0		3		5		Amounts reclassified from accumulated other comprehensive income (loss)	6		0		6		12
Other comprehensive income (loss)	Other comprehensive income (loss)	(7)		0		3		(4)		Other comprehensive income (loss)	(20)		0		6		(14)

Balance at March 31, 2021		$	(10)	$	(1)	$	(89)	$	(100)
Balance at June 30, 2021										Balance at June 30, 2021	$	(23)	$	(1)	$	(86)	$	(110)

Reclassifications out of AOCI are presented in the following table by component for the ~~three~~six months ended ~~March 31,~~June 30, 2021:

Component

Reclassifications

Classification

(Millions)

Cash flow hedges:

Energy commodity contracts

Product sales

Pension and other postretirement benefits:

Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit)

Other income (expense) – net below Operating income (loss)

Income tax benefit

~~(1)~~(4)

Provision (benefit) for income taxes

Reclassifications during the period

512

1921

Notes (Continued)

Note 10 – Fair Value Measurements and Guarantees

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


						Fair Value Measurements Using											Fair Value Measurements Using
		Carrying Amount		Fair Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Carrying Amount		Fair Value		Quoted Prices In Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
		(Millions)											(Millions)
Assets (liabilities) at March 31, 2021:
Assets (liabilities) at June 30, 2021:												Assets (liabilities) at June 30, 2021:
Measured on a recurring basis:	Measured on a recurring basis:											Measured on a recurring basis:
ARO Trust investments	ARO Trust investments	$	243	$	243	$	243	$	0	$	0	ARO Trust investments	$	257	$	257	$	257	$	0	$	0

Additional disclosures:	Additional disclosures:											Additional disclosures:

Long-term debt, including current portion	Long-term debt, including current portion	(23,234)		(26,798)		0		(26,798)		0		Long-term debt, including current portion	(23,234)		(27,643)		0		(27,643)		0
Guarantees	Guarantees	(40)		(26)		0		(10)		(16)		Guarantees	(40)		(26)		0		(10)		(16)

Assets (liabilities) at December 31, 2020:	Assets (liabilities) at December 31, 2020:											Assets (liabilities) at December 31, 2020:
Measured on a recurring basis:	Measured on a recurring basis:											Measured on a recurring basis:
ARO Trust investments	ARO Trust investments	$	235	$	235	$	235	$	0	$	0	ARO Trust investments	$	235	$	235	$	235	$	0	$	0

Additional disclosures:	Additional disclosures:											Additional disclosures:
Long-term debt, including current portion	Long-term debt, including current portion	(22,344)		(27,043)		0		(27,043)		0		Long-term debt, including current portion	(22,344)		(27,043)		0		(27,043)		0
Guarantees	Guarantees	(40)		(27)		0		(11)		(16)		Guarantees	(40)		(27)		0		(11)		(16)

Fair Value Methods

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

Assets measured at fair value on a recurring basis

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

Additional fair value disclosures

Long-term debt, including current portion: The disclosed fair value of our long-term debt is determined primarily by a market approach using broker quoted indicative period-end bond prices. The quoted prices are based on observable transactions in less active markets for our debt or similar instruments. The fair values of the financing obligations associated with our Dalton lateral and Atlantic Sunrise projects, which are included within long-term debt, were determined using an income approach.

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

2022

Notes (Continued)

To estimate the fair value of the WilTel guarantee, an estimated default rate is applied to the sum of the future contractual lease payments using an income approach. The estimated default rate is determined by obtaining the average cumulative issuer-weighted corporate default rate based on the credit rating of WilTel’s current owner and the term of the underlying obligation. The default rate is published by Moody’s Investors Service. The carrying value of the WilTel guarantee is reported in Accrued liabilities in the Consolidated Balance Sheet. The maximum potential undiscounted exposure is approximately $26 million at ~~March 31,~~June 30, 2021. Our exposure declines systematically through the remaining term of WilTel’s obligation.

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

We are required by our revolving credit agreement to indemnify lenders for certain taxes required to be withheld from payments due to the lenders and for certain tax payments made by the lenders. The maximum potential amount of future payments under these indemnifications is based on the related borrowings and such future payments cannot currently be determined. These indemnifications generally continue indefinitely unless limited by the underlying tax regulations and have 0 carrying value. We have never been called upon to perform under these indemnifications and have no current expectation of a future claim.

Nonrecurring fair value measurements

During the first quarter of 2020, we observed a significant decline in the publicly traded price of our common stock (NYSE: WMB), which declined 40 percent during the quarter, including a 26 percent decline in the month of March. These changes were generally attributed to macroeconomic and geopolitical conditions, including significant declines in crude oil prices driven by both surplus supply and a decrease in demand caused by the coronavirus (COVID-19) pandemic. As a result of these conditions, we performed an interim assessment of the goodwill associated with our Northeast G&P reporting unit as of March 31, 2020.

The assessment considered the total fair value of the businesses within the Northeast G&P reporting unit, which was determined using income and market approaches. We utilized internally developed industry weighted-average discount rates and estimates of valuation multiples of comparable publicly traded gathering and processing companies. In assessing the fair value as of the March 31, 2020 measurement date, we were required to consider recent publicly available indications of value, which included lower observed publicly traded EBITDA (earnings before interest, taxes, depreciation, and amortization) market multiples as compared with recent history and significantly higher industry weighted-average discount rates. The fair value of the reporting unit was further reconciled to our estimated total enterprise value as of March 31, 2020, which considered observable valuation multiples of comparable publicly traded companies applied to each distinct business including the Northeast G&P reporting unit. This assessment indicated that the estimated fair value of the Northeast G&P reporting unit was below its carrying value, including goodwill. As a result of this Level 3 measurement, we recognized a full impairment charge of $187 million as of March 31, 2020, in Impairment of goodwill in the Consolidated Statement of Operations. Our partner’s $65 million share of this impairment is reflected within Net income (loss) attributable to noncontrolling interests in the Consolidated Statement of Operations.

2123

Notes (Continued)

The following table presents impairments of equity-method investments associated with certain nonrecurring fair value measurements within Level 3 of the fair value hierarchy.

Impairments

Three Months Ended
March 31,

Six Months Ended
June 30,

Segment

Date of Measurement

Fair Value

2021

2020

Segment

Date of Measurement

Fair Value

2021

2020

(Millions)

Impairment of equity-method investments:

RMM (1)

West

March 31, 2020

557

243

RMM (1)

West

March 31, 2020

557

243

Brazos Permian II (1)

West

March 31, 2020

193

Brazos Permian II (1)

West

March 31, 2020

193

Caiman II (2)

Northeast G&P

March 31, 2020

191

229

Caiman II (2)

Northeast G&P

March 31, 2020

191

229

Appalachia Midstream Investments (2)

Northeast G&P

March 31, 2020

2,700

127

Appalachia Midstream Investments (2)

Northeast G&P

March 31, 2020

2,700

127

Aux Sable (2)

Northeast G&P

March 31, 2020

Aux Sable (2)

Northeast G&P

March 31, 2020

Laurel Mountain (2)

Northeast G&P

March 31, 2020

236

Laurel Mountain (2)

Northeast G&P

March 31, 2020

236

Discovery (2)

Transmission & Gulf of Mexico

March 31, 2020

367

Discovery (2)

Transmission & Gulf of Mexico

March 31, 2020

367

Impairment of equity-method investments

938

Impairment of equity-method investments

938

_______________

(1)Following the previously described declining market conditions during the first quarter of 2020, we evaluated these investments for other-than-temporary impairment. The fair value was measured using an income approach. Both investees operate in primarily oil-driven basins where significant expected reductions in producer activities led to reduced estimates of expected future cash flows. Our fair value estimates also reflected discount rates of approximately 17 percent for these investments. We also considered any debt held at the investee level, and its impact to fair value. The industry weighted-average discount rates utilized were significantly influenced by the market declines previously discussed.

(2)Following the previously described declining market conditions during the first quarter of 2020, we evaluated these investments for other-than-temporary impairment. The impairments within our Northeast G&P segment are primarily associated with operations in wet-gas areas where producer drilling activities are influenced by NGL prices which historically trend with crude oil prices. The fair values of our investments in Caiman II and Aux Sable Liquid Products LP (Aux Sable) were estimated using a market approach, reflecting valuation multiples ranging from 5.0x to 6.2x EBITDA (weighted-average 6.0x). The fair values of the other investments, including gathering systems that are part of Appalachia Midstream Investments, were estimated using an income approach, with discount rates ranging from 9.7 percent to 13.5 percent (weighted-average 12.6 percent). We also considered any debt held at the investee level, and its impact to fair value. The assumed valuation multiples and industry weighted-average discount rates utilized were both significantly influenced by the market declines previously discussed.

Note 11 – Contingent Liabilities

Reporting of Natural Gas-Related Information to Trade Publications

Direct and indirect purchasers of natural gas in various states filed individual and class actions against us, our former affiliate WPX Energy, Inc. (WPX) and its subsidiaries, and others alleging the manipulation of published gas price indices and seeking unspecified amounts of damages. Such actions were transferred to the Nevada federal district court for consolidation of discovery and pre-trial issues. We have agreed to indemnify WPX and its subsidiaries related to this matter.

2224

Notes (Continued)

In the individual action, filed by Farmland Industries Inc. (Farmland), the court issued an order on May 24, 2016, granting one of our co-defendant’s motion for summary judgment as to Farmland’s claims. On January 5, 2017, the court extended such ruling to us, entering final judgment in our favor. Farmland appealed. On March 27, 2018, the appellate court reversed the district court’s grant of summary judgment, and on April 10, 2018, the defendants filed a petition for rehearing with the appellate court, which was denied on May 9, 2018. The case was remanded to the Nevada federal district court and subsequently remanded to its originally filed court, the Kansas federal district court where we re-urged our motion for summary judgment. The district court denied the motion but granted our request to seek permission for an immediate appeal to the appellate court. Oral argument occurred before the appellate court on January 19, 2021. On June 22, 2021, ~~and we await~~ the appellate ~~court’s ruling.~~court ruled that we are not entitled to summary judgment and remanded the case to the Kansas federal district court. The court has scheduled trial to begin May 9, 2022.

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

We reached an agreement to settle two of the actions, and on April 22, 2019, the Nevada federal district court preliminarily approved the settlements, which are on behalf of Kansas and Missouri class members. The final fairness hearing on the settlement occurred August 5, 2019, and a final judgment of dismissal with prejudice was entered the same day.

Two putative class actions remain unresolved, and they have been remanded to their originally filed court, the Wisconsin federal district court. Trial was scheduled to begin June 14, 2021, but the court struck the setting and has not reset it.

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

Alaska Refinery Contamination Litigation

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

The underlying factual basis and claims in the cases are similar and may duplicate exposure. As such, in February 2017, the three cases were consolidated into one action in state court containing the remaining claims from the James West case and those of the State of Alaska and North Pole. The State of Alaska later announced the discovery of additional contaminants per- and polyfluoralkyl (PFOS and PFOA) offsite of the refinery, and the court permitted the State of Alaska to amend its complaint to add a claim for offsite PFOS/PFOA contamination. The court subsequently remanded the offsite PFOS/PFOA claims to the Alaska Department of Environmental

Notes (Continued)

Conservation for investigation and stayed the claims pending their potential resolution at the administrative agency. Several trial dates encompassing all three cases have been scheduled and stricken. In the summer of 2019, the court

~~Notes (Continued)~~

deconsolidated the cases for purposes of trial. A bench trial on all claims except North Pole’s claims began in October 2019.

In January 2020, the Alaska Superior Court issued its Memorandum of Decision finding in favor of the State of Alaska and FHRA, with the total incurred and potential future damages estimated to be $86 million. The court found that FHRA is not entitled to contractual indemnification from us because FHRA contributed to the sulfolane contamination. On March 23, 2020, the court entered final judgment in the case. Filing deadlines were stayed until May 1, 2020. However, on April 21, 2020, we filed a Notice of Appeal. We also filed post-judgment motions including a Motion for New Trial and a Motion to Alter or Amend the Judgment. These post-trial motions were resolved with the court’s denial of the last motion on June 11, 2020. Our Statement of Points on Appeal was filed on July 13, 2020. On June 22, 2020, the court stayed the North Pole’s case pending resolution of the appeal in the State of Alaska and FHRA case. On December 23, 2020, we filed our opening brief on appeal. We have recorded an accrued liability in the amount of our estimate of the probable loss. It is reasonably possible that we may not be successful on appeal and could ultimately pay up to the amount of judgment.

Royalty Matters

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

Litigation Against Energy Transfer and Related Parties

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

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

The Court of Chancery coordinated the Special Offering and Tax Opinion suits. On May 20, 2016, the Energy Transfer defendants filed amended affirmative defenses and verified counterclaims in the Special Offering and Tax Opinion suits, alleging certain breaches of the ETE Merger Agreement by us and seeking, among other things, a declaration that we were not entitled to specific performance, that Energy Transfer could terminate the ETC Merger, and that Energy Transfer is entitled to a $1.48 billion termination fee. On June 24, 2016, following a two-day trial, the court issued a Memorandum Opinion and Order denying our requested relief in the Tax Opinion suit. The court did not rule on the substance of our claims related to the Special Offering or on the substance of Energy Transfer’s

Notes (Continued)

counterclaims. On June 27, 2016, we filed an appeal of the court’s decision with the Supreme Court of Delaware, seeking reversal and remand to pursue damages. On March 23, 2017, the Supreme Court of Delaware affirmed the

~~Notes (Continued)~~

Court of Chancery’s ruling. On March 30, 2017, we filed a motion for reargument with the Supreme Court of Delaware, which was denied on April 5, 2017.

On September 16, 2016, we filed an amended complaint with the Court of Chancery seeking damages for breaches of the ETE Merger Agreement by defendants. On September 23, 2016, Energy Transfer filed a second amended and supplemental affirmative defenses and verified counterclaim with the Court of Chancery seeking, among other things, payment of the $1.48 billion termination fee due to our alleged breaches of the ETE Merger Agreement. On December 1, 2017, the court granted our motion to dismiss certain of Energy Transfer’s counterclaims, including its claim seeking payment of the $1.48 billion termination fee. On December 8, 2017, Energy Transfer filed a motion for reargument, which the Court of Chancery denied on April 16, 2018. The Court of Chancery originally scheduled trial for May 20 through May 24, 2019; the court struck that setting and reset trial to occur in 2020. All 2020 trial settings were struck due to COVID-19. Trial ~~has been reset for~~was held May 10 through May 17, 2021. Post-trial argument is scheduled for September 16, 2021.

Environmental Matters

We are a participant in certain environmental activities in various stages including assessment studies, cleanup operations, and/or remedial processes at certain sites, some of which we currently do not own. We are monitoring these sites in a coordinated effort with other potentially responsible parties, the U.S. Environmental Protection Agency (EPA), or other governmental authorities. We are jointly and severally liable along with unrelated third parties in some of these activities and solely responsible in others. Certain of our subsidiaries have been identified as potentially responsible parties at various Superfund and state waste disposal sites. In addition, these subsidiaries have incurred, or are alleged to have incurred, various other hazardous materials removal or remediation obligations under environmental laws. As of ~~March 31,~~June 30, 2021, we have accrued liabilities totaling ~~$33~~$31 million for these matters, as discussed below. Estimates of the most likely costs of cleanup are generally based on completed assessment studies, preliminary results of studies, or our experience with other similar cleanup operations. At ~~March 31,~~June 30, 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 promulgate and propose new rules and issue updated guidance to existing rules. These rulemakings include, but are not limited to, rules for reciprocating internal combustion engine and combustion turbine maximum achievable control technology, air quality standards for one-hour nitrogen dioxide emissions, and volatile organic compound and methane new source performance standards impacting design and operation of storage vessels, pressure valves, and compressors. The EPA previously issued its rule regarding National Ambient Air Quality Standards for ground-level ozone. We are monitoring the rule’s implementation as it will trigger additional federal and state regulatory actions that may impact our operations. Implementation of the regulations is expected to result in impacts to our operations and increase the cost of additions to Property, plant, and equipment – net in the Consolidated Balance Sheet for both new and existing facilities in affected areas. We are unable to reasonably estimate the cost of additions that may be required to meet the regulations at this time due to uncertainty created by various legal challenges to these regulations and the need for further specific regulatory guidance.

Continuing operations

Our interstate gas pipelines are involved in remediation activities related to certain facilities and locations for polychlorinated biphenyls, mercury, and other hazardous substances. These activities have involved the EPA and various state environmental authorities, resulting in our identification as a potentially responsible party at various Superfund waste sites. At ~~March 31,~~June 30, 2021, we have accrued liabilities of $4 million for these costs. We expect that these costs will be recoverable through rates.

Notes (Continued)

We also accrue environmental remediation costs for natural gas underground storage facilities, primarily related to soil and groundwater contamination. At ~~March 31,~~June 30, 2021, we have accrued liabilities totaling $8 million for these costs.

~~Notes (Continued)~~

Former operations

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

•Former agricultural fertilizer and chemical operations and former retail petroleum and refining operations;

•Former petroleum products and natural gas pipelines;

•Former petroleum refining facilities;

•Former exploration and production and mining operations;

•Former electricity and natural gas marketing and trading operations.

At ~~March 31,~~June 30, 2021, we have accrued environmental liabilities of ~~$21~~$19 million related to these matters.

Other Divestiture Indemnifications

Pursuant to various purchase and sale agreements relating to divested businesses and assets, we have indemnified certain purchasers against liabilities that they may incur with respect to the businesses and assets acquired from us. The indemnities provided to the purchasers are customary in sale transactions and are contingent upon the purchasers incurring liabilities that are not otherwise recoverable from third parties. The indemnities generally relate to breach of warranties, tax, historic litigation, personal injury, property damage, environmental matters, right of way, and other representations that we have provided.

At ~~March 31,~~June 30, 2021, other than as previously disclosed, we are not aware of any material claims against us involving the above-described indemnities; thus, we do not expect any of the indemnities provided pursuant to the sales agreements to have a material impact on our future financial position. Any claim for indemnity brought against us in the future may have a material adverse effect on our results of operations in the period in which the claim is made.

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

Summary

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

Note 12 – Segment Disclosures

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

Notes (Continued)

Performance Measurement

We evaluate segment operating performance based upon Modified EBITDA. This measure represents the basis of our internal financial reporting and is the primary performance measure used by our chief operating decision maker in measuring performance and allocating resources among our reportable segments. Intersegment Service revenues

primarily represent transportation services provided to our marketing business and gathering services provided to our oil and gas properties. Intersegment

Product sales

~~Notes (Continued)~~

primarily represent the sale of NGLs from our natural gas processing plants and ~~transportation services provided~~our oil and gas properties to our marketing business.

We define Modified EBITDA as follows:

•Net income (loss) before:

◦Provision (benefit) for income taxes;

◦Interest incurred, net of interest capitalized;

◦Equity earnings (losses);

◦Impairment of equity-method investments;

◦Other investing income (loss) – net;

◦Impairment of goodwill;

◦Depreciation and amortization expenses;

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

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

2729

Notes (Continued)

The following table reflects the reconciliation of Segment revenues to Total revenues as reported in the Consolidated Statement of Operations and Total assets by reportable segment.


		Transmission & Gulf of Mexico		Northeast G&P		West		Other		Eliminations		Total			Transmission & Gulf of Mexico		Northeast G&P		West		Other		Eliminations		Total
		(Millions)													(Millions)

Three Months Ended March 31, 2021
Three Months Ended June 30, 2021														Three Months Ended June 30, 2021
Segment revenues:	Segment revenues:													Segment revenues:
Service revenues	Service revenues													Service revenues
External	External	$	822	$	347	$	279	$	4	$	—	$	1,452	External	$	811	$	364	$	280	$	5	$	—	$	1,460
Internal	Internal	12		11		5		3		(31)		—		Internal	12		9		11		3		(35)		—
Total service revenues	Total service revenues	834		358		284		7		(31)		1,452		Total service revenues	823		373		291		8		(35)		1,460
Total service revenues – commodity consideration	Total service revenues – commodity consideration	11		3		35		0		0		49		Total service revenues – commodity consideration	10		2		39		0		0		51
Product sales	Product sales													Product sales
External	External	40		4		1,018		49		—		1,111		External	47		8		696		21		—		772
Internal	Internal	27		28		28		7		(90)		—		Internal	20		16		26		23		(85)		—
Total product sales	Total product sales	67		32		1,046		56		(90)		1,111		Total product sales	67		24		722		44		(85)		772
Total revenues	Total revenues	$	912	$	393	$	1,365	$	63	$	(121)	$	2,612	Total revenues	$	900	$	399	$	1,052	$	52	$	(120)	$	2,283

Three Months Ended March 31, 2020
Three Months Ended June 30, 2020														Three Months Ended June 30, 2020
Segment revenues:	Segment revenues:													Segment revenues:
Service revenues	Service revenues													Service revenues
External	External	$	814	$	344	$	311	$	5	$	—	$	1,474	External	$	783	$	342	$	316	$	5	$	—	$	1,446
Internal	Internal	15		14		0		3		(32)		—		Internal	12		12		0		4		(28)		—
Total service revenues	Total service revenues	829		358		311		8		(32)		1,474		Total service revenues	795		354		316		9		(28)		1,446
Total service revenues – commodity consideration	Total service revenues – commodity consideration	5		2		21		0		0		28		Total service revenues – commodity consideration	3		1		21		0		0		25
Product sales	Product sales													Product sales
External	External	41		23		347		0		—		411		External	29		(8)		289		0		—		310
Internal	Internal	11		6		12		0		(29)		—		Internal	7		9		14		0		(30)		—
Total product sales	Total product sales	52		29		359		0		(29)		411		Total product sales	36		1		303		0		(30)		310
Total revenues	Total revenues	$	886	$	389	$	691	$	8	$	(61)	$	1,913	Total revenues	$	834	$	356	$	640	$	9	$	(58)	$	1,781

March 31, 2021
Total assets (1)		$	19,395	$	14,464	$	10,533	$	2,225	$	(1,355)	$	45,262
December 31, 2020
Total assets		$	19,110	$	14,569	$	10,558	$	927	$	(999)	$	44,165
Six Months Ended June 30, 2021														Six Months Ended June 30, 2021
Segment revenues:														Segment revenues:
Service revenues														Service revenues
External														External	$	1,633	$	711	$	559	$	9	$	—	$	2,912
Internal														Internal	24		20		16		6		(66)		—
Total service revenues														Total service revenues	1,657		731		575		15		(66)		2,912
Total service revenues – commodity consideration														Total service revenues – commodity consideration	21		5		74		0		0		100
Product sales														Product sales
External														External	87		12		1,714		70		—		1,883
Internal														Internal	47		44		54		30		(175)		—
Total product sales														Total product sales	134		56		1,768		100		(175)		1,883
Total revenues														Total revenues	$	1,812	$	792	$	2,417	$	115	$	(241)	$	4,895

Notes (Continued)


	Transmission & Gulf of Mexico		Northeast G&P		West		Other		Eliminations		Total
	(Millions)

Six Months Ended June 30, 2020
Segment revenues:
Service revenues
External	$	1,597	$	686	$	627	$	10	$	—	$	2,920
Internal	27		26		0		7		(60)		—
Total service revenues	1,624		712		627		17		(60)		2,920
Total service revenues – commodity consideration	8		3		42		0		0		53
Product sales
External	70		15		636		0		—		721
Internal	18		15		26		0		(59)		—
Total product sales	88		30		662		0		(59)		721
Total revenues	$	1,720	$	745	$	1,331	$	17	$	(119)	$	3,694

June 30, 2021
Total assets (1)	$	19,575	$	14,470	$	10,448	$	2,570	$	(1,556)	$	45,507
December 31, 2020
Total assets	$	19,110	$	14,569	$	10,558	$	927	$	(999)	$	44,165

______________

(1) The increase at our Other segment is primarily due to increased cash balance and the ~~February 2021 acquisition~~acquisitions of oil and gas properties ~~primarily comprised of approximately 2,000 operated wells,~~in 2021. In February 2021, we acquired properties in the Wamsutter ~~basin~~field in Wyoming from a supermajor oil and gas company for approximately $79 million, a portion of which was paid in the prior year. We are working to identify an operating partner to optimize development of the properties and enhance the value of our connected midstream infrastructure. Our oil and gas exploration and production activities are accounted for under the successful efforts method. We recorded $290 million of property, plant, and equipment and $207 million of ARO related to this transaction. In June 2021, we acquired additional properties also in the Wamsutter field in Wyoming from an oil and gas company for approximately $86 million in cash, which is net of approximately $48 million reflecting the full settlement of outstanding receivables. We recorded $257 million of property, plant, and equipment and $125 million of ARO related to this transaction. Our oil and gas exploration and production activities are accounted for under the successful efforts method.

2831

Notes (Continued)

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


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
			(Millions)						(Millions)
Modified EBITDA by segment:	Modified EBITDA by segment:							Modified EBITDA by segment:
Transmission & Gulf of Mexico	Transmission & Gulf of Mexico		$	660		$	662	Transmission & Gulf of Mexico	$	646	$	615	$	1,306	$	1,277
Northeast G&P	Northeast G&P		402			369		Northeast G&P	409		370		811		739
West	West		315			215		West	231		253		546		468
Other	Other		33			7		Other	20		8		53		15
			1,410			1,253			1,306		1,246		2,716		2,499
Accretion expense associated with asset retirement obligations for nonregulated operations	Accretion expense associated with asset retirement obligations for nonregulated operations		(10)			(10)		Accretion expense associated with asset retirement obligations for nonregulated operations	(11)		(7)		(21)		(17)
Depreciation and amortization expenses	Depreciation and amortization expenses		(438)			(429)		Depreciation and amortization expenses	(463)		(430)		(901)		(859)
Impairment of goodwill	Impairment of goodwill		0			(187)		Impairment of goodwill	0		0		0		(187)
Equity earnings (losses)	Equity earnings (losses)		131			22		Equity earnings (losses)	135		108		266		130
Impairment of equity-method investments	Impairment of equity-method investments		0			(938)		Impairment of equity-method investments	0		0		0		(938)
Other investing income (loss) – net	Other investing income (loss) – net		2			3		Other investing income (loss) – net	2		1		4		4
Proportional Modified EBITDA of equity-method investments	Proportional Modified EBITDA of equity-method investments		(225)			(192)		Proportional Modified EBITDA of equity-method investments	(230)		(192)		(455)		(384)
Interest expense	Interest expense		(294)			(296)		Interest expense	(298)		(294)		(592)		(590)
(Provision) benefit for income taxes	(Provision) benefit for income taxes		(141)			204		(Provision) benefit for income taxes	(119)		(117)		(260)		87

Net income (loss)	Net income (loss)		$	435		$	(570)	Net income (loss)	$	322	$	315	$	757	$	(255)

Note 13 – Subsequent Event

In July 2021, we completed the acquisition of 100 percent of Sequent Energy Management, L.P. and Sequent Energy Canada, Corp. (collectively, Sequent). Total consideration paid was $134 million, which includes $84 million of working capital acquired, and is subject to post-closing adjustment. Sequent focuses on asset management and the wholesale marketing, trading, storage, and transportation of natural gas for a diverse set of natural gas utilities and producers, and moves gas to markets through transportation and storage agreements on strategically positioned assets, including along our Transco system. Due to the recent closing of this acquisition, we have not provided all required disclosures as the information necessary is still under development. We plan to provide these disclosures in future filings.

2932

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

General

We are an energy infrastructure company focused on connecting North America’s significant hydrocarbon resource plays to growing markets for natural gas and NGLs through our gas pipeline and midstream business. 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. Rates are established in accordance with the FERC’s ratemaking process. 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, and West. All remaining business activities, including our recently acquired upstream operations, as well as corporate activities are included in Other. 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 VIE), which is a proprietary floating production system, a 50 percent equity-method investment in Gulfstream, and a 60 percent equity-method investment in Discovery.

•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 (we previously effectively owned a 29 percent indirect interest in Blue Racer through our 58 percent equity-method investment in Caiman II until acquiring a controlling interest of Caiman II in November 2020), 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 ~~Arkoma,~~ and Permian basins. This segment also includes our NGL and natural gas marketing business, storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, a 50 percent equity-method investment in OPPL, a 50 percent equity-method investment in RMM, a 20 percent equity-method investment in Targa Train 7, and a 15 percent interest in Brazos Permian II.

3033

Management’s Discussion and Analysis (Continued)

Dividends

In ~~March~~June 2021, we paid a regular quarterly dividend of $0.41 per share.

Overview of ~~Three~~Six Months Ended ~~March 31,~~June 30, 2021

Net income (loss) attributable to The Williams Companies, Inc., for the ~~three~~six months ended ~~March 31,~~June 30, 2021, increased ~~$943~~$944 million compared to the ~~three~~six months ended ~~March 31,~~June 30, 2020, reflecting:

•The absence of $938 million of Impairment of equity-method investments in the first quarter of 2020;

•The absence of $187 million of Impairment of goodwill in 2020, of which $65 million was attributable to noncontrolling interests;

•A ~~$128~~$136 million favorable change in our commodity margins primarily due to increases in net realized sales prices and volumes. Our commodity margins are comprised of the net sum of Service revenues – commodity consideration, Product sales, Product costs, and Processing commodity expenses; however, Product sales at our Other segment reflect sales related to our recently acquired upstream operations and are excluded from our commodity margins;

•A ~~$109~~$136 million increase in equity earnings, primarily due to the absence of our $78 million share of an impairment of goodwill recorded by an equity-method investee in ~~2020;~~2020 and higher volumes from certain of our Northeast G&P investments;

•A ~~$49~~$100 million increase in Product sales at our Other segment reflecting sales related to our recently acquired upstream operations.

These favorable changes were partially offset by:

•A ~~$345~~$347 million unfavorable change in provision for income taxes, driven by higher pre-tax earnings;

•$2382 million of higher Operating and maintenance expenses primarily due to the inclusion of our recently acquired upstream operations at our Other segment and higher employee-related expenses;

•~~$22~~A $42 million ~~of lower~~unfavorable change in ~~Service revenues~~ ~~primarily due to lower volumes~~Depreciation and ~~rates~~amortization expenses.

The following discussion and analysis of results of operations and financial condition and liquidity should be read in conjunction with the consolidated financial statements and notes thereto of this Form 10‑Q and our Annual Report on Form 10-K dated February 24, 2021.

Recent Developments

Sequent Acquisition

In July 2021, we completed the acquisition of 100 percent of Sequent Energy Management, L.P. and Sequent Energy Canada, Corp. (collectively, Sequent). Total consideration paid was $134 million, which includes $84 million of working capital acquired, and is subject to post-closing adjustment. Sequent focuses on asset management and the wholesale marketing, trading, storage, and transportation of natural gas for a diverse set of natural gas utilities and producers, and moves gas to markets through transportation and storage agreements on strategically positioned assets, including along our Transco system. The addition of Sequent complements the current geographic footprint of our core pipeline transportation and storage business and is expected to enhance our gas marketing capabilities.

Wamsutter Upstream Joint Venture

During the second quarter of 2021, we agreed to cross-convey certain of our oil and gas properties in the Wamsutter field (see Note 12 - Segment Disclosures of Notes to Consolidated Financial Statements) to a venture

Management’s Discussion and Analysis (Continued)

along with certain oil and gas properties cross-conveyed by a third-party operator in the region. The combined properties consist of over 1.2 million net acres and an interest in over 3,500 wells. Under the terms of the agreement which became effective during the third quarter of 2021, our partner owns a 25 percent undivided interest in each well’s working interest percentage, and we own a 75 percent undivided interest in each well’s working interest percentage.

Expansion Project Update

Transmission & Gulf of Mexico

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 has 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

~~Management’s Discussion and Analysis (Continued)~~

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 direct effects of COVID-19.

Company Outlook

Our strategy is to provide large-scale 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, operational excellence, and customer satisfaction. We believe that accomplishing these goals will position us to deliver safe and reliable service to our customers and an attractive return to our shareholders. Our business plan for 2021 includes a continued focus on earnings and cash flow growth, while continuing to improve leverage metrics and control operating costs.

In 2021, our operating results are expected to benefit from growth in our Northeast G&P gathering and processing volumes. We also anticipate increases from recently completed Transco expansion projects and higher Gulf of Mexico results primarily due to lower planned hurricane impacts. Our results also benefited from the overall net favorable impact of unusually high natural gas prices in the first quarter, including contributions from certain of our recently acquired upstream properties. These increases will be partially offset by a decrease in West results, including a reduction in NGL transportation volumes on OPPL and certain fee reductions in the Haynesville area in exchange for ~~upstream~~future value in upstream natural gas properties. We also expect a modest increase in expenses, including higher operating taxes.

Our growth capital and investment expenditures in 2021 are expected to be in a range from $1.0 billion to $1.2 billion. Growth capital spending in 2021 ~~primarily~~ includes Transco expansions, all of which are fully contracted with firm transportation agreements, ~~and~~ projects supporting the Northeast G&P business, ~~and~~midstream opportunities in the Haynesville ~~area.~~area in the West segment, and the recent acquisitions of certain upstream operations and Sequent. 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.

Management’s Discussion and Analysis (Continued)

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 further downturns in financial markets and commodity prices, as well as impact demand for natural gas and related products;

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

•Counterparty credit and performance ~~risk, including unexpected developments in customer bankruptcy proceedings;~~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 further industry downturns, including increased 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 our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on February 24, 2021.

~~Management’s Discussion and Analysis (Continued)~~

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

Expansion Projects

Our ongoing major expansion projects include the following:

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 we plan to place the remainder of the project into service as early as the fourth quarter of 2021. The project is expected to increase capacity by 582 Mdth/d.

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 2023, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 829 Mdth/d.

3336

Management’s Discussion and Analysis (Continued)

Results of Operations

Consolidated Overview

The following table and discussion is a summary of our consolidated results of operations for the three and six months ended ~~March 31,~~June 30, 2021, compared to the three and six months ended ~~March 31,~~June 30, 2020. The results of operations by segment are discussed in further detail following this consolidated overview discussion.


		Three Months Ended March 31,						Three Months Ended June 30,									Six Months Ended June 30,
			2021		2020		$ Change*		% Change*			2021		2020		$ Change*	% Change*		2021		2020		$ Change*	% Change*
		(Millions)						(Millions)									(Millions)
Revenues:	Revenues:										Revenues:
Service revenues	Service revenues		$	1,452	$	1,474	-22		-1	%	Service revenues	$	1,460	$	1,446	+14	+1	%	$	2,912	$	2,920	-8	—	%
Service revenues – commodity consideration	Service revenues – commodity consideration		49		28		+21		+75	%	Service revenues – commodity consideration	51		25		+26	+104	%	100		53		+47	+89	%
Product sales	Product sales		1,111		411		+700		+170	%	Product sales	772		310		+462	+149	%	1,883		721		+1,162	+161	%
Total revenues	Total revenues		2,612		1,913						Total revenues	2,283		1,781					4,895		3,694
Costs and expenses:	Costs and expenses:										Costs and expenses:
Product costs	Product costs		932		396		-536		-135	%	Product costs	697		271		-426	-157	%	1,629		667		-962	-144	%
Processing commodity expenses	Processing commodity expenses		21		13		-8		-62	%	Processing commodity expenses	18		15		-3	-20	%	39		28		-11	-39	%
Operating and maintenance expenses	Operating and maintenance expenses		360		337		-23		-7	%	Operating and maintenance expenses	379		320		-59	-18	%	739		657		-82	-12	%
Depreciation and amortization expenses	Depreciation and amortization expenses		438		429		-9		-2	%	Depreciation and amortization expenses	463		430		-33	-8	%	901		859		-42	-5	%
Selling, general, and administrative expenses	Selling, general, and administrative expenses		123		113		-10		-9	%	Selling, general, and administrative expenses	114		127		+13	+10	%	237		240		+3	+1	%

Impairment of goodwill	Impairment of goodwill		—		187		+187		+100	%	Impairment of goodwill	—		—		—	—	%	—		187		+187	+100	%
Other (income) expense – net	Other (income) expense – net		(1)		7		+8		NM		Other (income) expense – net	12		6		-6	-100	%	11		13		+2	+15	%
Total costs and expenses	Total costs and expenses		1,873		1,482						Total costs and expenses	1,683		1,169					3,556		2,651
Operating income (loss)	Operating income (loss)		739		431						Operating income (loss)	600		612					1,339		1,043
Equity earnings (losses)	Equity earnings (losses)		131		22		+109		NM		Equity earnings (losses)	135		108		+27	+25	%	266		130		+136	+105	%
Impairment of equity-method investments	Impairment of equity-method investments		—		(938)		+938		+100	%	Impairment of equity-method investments	—		—		—	—	%	—		(938)		+938	+100	%
Other investing income (loss) – net	Other investing income (loss) – net		2		3		-1		-33	%	Other investing income (loss) – net	2		1		+1	+100	%	4		4		—	—	%
Interest expense	Interest expense		(294)		(296)		+2		+1	%	Interest expense	(298)		(294)		-4	-1	%	(592)		(590)		-2	—	%
Other income (expense) – net	Other income (expense) – net		(2)		4		-6		NM		Other income (expense) – net	2		5		-3	-60	%	—		9		-9	-100	%
Income (loss) before income taxes	Income (loss) before income taxes		576		(774)						Income (loss) before income taxes	441		432					1,017		(342)
Less: Provision (benefit) for income taxes	Less: Provision (benefit) for income taxes		141		(204)		-345		NM		Less: Provision (benefit) for income taxes	119		117		-2	-2	%	260		(87)		-347	NM

Net income (loss)	Net income (loss)		435		(570)						Net income (loss)	322		315					757		(255)
Less: Net income (loss) attributable to noncontrolling interests	Less: Net income (loss) attributable to noncontrolling interests		9		(53)		-62		NM		Less: Net income (loss) attributable to noncontrolling interests	18		12		-6	-50	%	27		(41)		-68	NM
Net income (loss) attributable to The Williams Companies, Inc.	Net income (loss) attributable to The Williams Companies, Inc.		$	426	$	(517)					Net income (loss) attributable to The Williams Companies, Inc.	$	304	$	303				$	730	$	(214)

* + = 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.

Management’s Discussion and Analysis (Continued)

Three months ended ~~March 31,~~June 30, 2021 vs. three months ended ~~March 31,~~June 30, 2020

Service revenues ~~decreased~~increased primarily due to lower volumes driven by production declines and lower gathering and processing rates, both in our West segment, as well as producer operational issues at certain offshore Gulf of Mexico operations. This decrease was partially offset by higher MVC revenue in our West segment and higher transportation fee revenues associated with expansion projects placed in service at Transco in ~~2020.~~2020 and 2021, the absence of certain 2020 Gulf of Mexico maintenance shut-ins, and an increase in reimbursable electricity expenses which is offset in Operating and maintenance expenses in our Northeast G&P segment. These increases were partially offset by lower volumes driven by production declines, lower deferred revenue amortization, and the absence of a temporary volume deficiency fee from a customer, 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.

~~Management’s Discussion and Analysis (Continued)~~

Product sales increased primarily due to higher net realized NGL and natural gas prices and higher natural gas volumes associated with our marketing activities, and ~~the inclusion of~~higher net realized prices related to our equity NGL sales activities. This increase also includes our recently acquired upstream operations (see Note 12 – Segment Disclosures of Notes to Consolidated Financial Statements). ~~This increase also includes higher prices related to our equity NGL sales activities.~~ Marketing sales are ~~partially~~ offset within Product costs.

Product costs increased primarily due to higher NGL and natural gas prices and higher natural gas volumes for our marketing activities, as well as higher NGL prices associated with volumes acquired as commodity consideration related to our equity NGL production activities.

The net sum of Service revenues – commodity consideration, Product sales, Product costs, and Processing commodity expenses 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, as well as higher maintenance and reimbursable electricity expenses, and higher employee-related expenses.

Depreciation and amortization expenses increased primarily due to reduced estimated useful lives for certain facilities in our West segment expected to be decommissioned during 2021, as well as the inclusion of our recently acquired upstream operations.

Selling, general, and administrative expenses decreased primarily due to lower expenses for various corporate costs, partially offset by higher employee-related expenses.

Equity earnings (losses) changed favorably primarily due to an increase at Appalachia Midstream Investments.

Six months ended June 30, 2021 vs. six months ended June 30, 2020

Service revenues decreased primarily due to lower volumes driven by production declines, lower gathering and processing rates, lower deferred revenue amortization, and the absence of a temporary volume deficiency fee from a customer, in our West segment. This decrease was partially offset by higher transportation fee revenues associated with expansion projects placed in service at Transco in 2020 and 2021, higher MVC revenue in our West segment, higher revenue associated with reimbursable electricity expenses, and an increase associated with Norphlet.

Service revenues – commodity considerationincreased 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 net realized natural gas and NGL prices and higher natural gas volumes associated with our marketing activities, and the inclusion of our recently acquired upstream operations

Management’s Discussion and Analysis (Continued)

(see Note 12 – Segment Disclosures of Notes to Consolidated Financial Statements). This increase also includes higher prices related to our equity NGL sales activities. Marketing sales are partially offset within Product costs.

Product costs increased primarily due to higher natural gas and NGL prices and higher natural gas volumes for our 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.

Depreciation and amortization expenses increased primarily due to reduced estimated useful lives for certain facilities in our West segment expected to be decommissioned during 2021, the inclusion of our recently acquired upstream operations, as well as new assets placed in-service at Transco.

Selling, general, and administrative expenses decreased primarily due to lower expenses for various corporate costs, partially offset by higher employee-related expenses.

Impairment of goodwill reflects the 2020 charge at the Northeast reporting unit (see Note 10 – Fair Value Measurements and Guarantees of Notes to Consolidated Financial Statements).

Equity earnings (losses) changed favorably primarily due to the absence of the 2020 impairment of goodwill at RMM, ~~and due to an increase~~increases at Appalachia Midstream Investments and Discovery, partially offset by a decrease at OPPL.

The change in Impairment of equity-method investments reflects the absence of 2020 impairments to various equity-method investments (see Note 10 – Fair Value Measurements and Guarantees of Notes to Consolidated Financial Statements).

Other income (expense) – net includes the unfavorable impact of an accrual for a loss contingency in 2021.

Provision (benefit) for income taxes changed unfavorably primarily due to higher pre-tax income. See Note 5 – Provision (Benefit) for Income Taxes of Notes to Consolidated Financial Statements for a discussion of the effective tax rate compared to the federal statutory rate for both periods.

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.

Period-Over-Period Operating Results - Segments

We evaluate segment operating performance based upon Modified EBITDA. Note 12 – 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.

3539

Management’s Discussion and Analysis (Continued)

Transmission & Gulf of Mexico


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
			(Millions)						(Millions)
Service revenues	Service revenues		$	834		$	829	Service revenues	$	823	$	795	$	1,657	$	1,624
Service revenues – commodity consideration	Service revenues – commodity consideration		11			5		Service revenues – commodity consideration	10		3		21		8
Product sales	Product sales		67			52		Product sales	67		36		134		88
Segment revenues	Segment revenues		912			886		Segment revenues	900		834		1,812		1,720

Product costs	Product costs		(66)			(52)		Product costs	(68)		(37)		(134)		(89)
Processing commodity expenses	Processing commodity expenses		(4)			(2)		Processing commodity expenses	(2)		(1)		(6)		(3)
Other segment costs and expenses	Other segment costs and expenses		(229)			(214)		Other segment costs and expenses	(230)		(223)		(459)		(437)

Proportional Modified EBITDA of equity-method investments	Proportional Modified EBITDA of equity-method investments		47			44		Proportional Modified EBITDA of equity-method investments	46		42		93		86
Transmission & Gulf of Mexico Modified EBITDA	Transmission & Gulf of Mexico Modified EBITDA		$	660		$	662	Transmission & Gulf of Mexico Modified EBITDA	$	646	$	615	$	1,306	$	1,277

Commodity margins	Commodity margins		$	8		$	3	Commodity margins	$	7	$	1	$	15	$	4

Three months ended ~~March 31,~~June 30, 2021 vs. three months ended ~~March 31,~~June 30, 2020

Transmission & Gulf of Mexico Modified EBITDA ~~decreased~~increased primarily due to ~~unfavorable~~favorable changes to ~~Other segment costs~~ Service revenues and ~~expenses~~Commodity margins, partially offset by higher ~~Commodity margins~~ Other segment costs and ~~Service revenues~~.expenses.

Service revenues increased primarily due to:

•A ~~$17~~$19 million increase in Transco’s natural gas transportation revenues primarily associated with expansion projects placed in service in 2020 ~~partially offset by one less billing day;~~and 2021;

•A ~~$10~~$12 million increase ~~associated with Norphlet; partially offset by~~

•~~An $18 million decrease~~in the Western Gulf Coast region primarily due to ~~lower volumes primarily from certain Gulf~~the absence of ~~Mexico operations due~~temporary shut-ins in 2020 related to ~~producer operational issues.~~scheduled maintenance.

The increase in Product sales includes ~~a $12 million~~an increase in commodity marketing sales primarily due to higher NGL prices. Marketing sales are substantially offset in Product costs and therefore have little impact to Modified EBITDA.Our commodity margins associated with our equity NGLs increased $5 million primarily driven by favorable NGL sales prices.

Other segment costs and expenses increased primarily due to higher employee-related costs.

Six months ended June 30, 2021 vs. six months ended June 30, 2020

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

Service revenues increased primarily due to:

•A $36 million increase in Transco’s natural gas transportation revenues primarily associated with expansion projects placed in service in 2020 and 2021, partially offset by one less billing day;

•A $16 million increase associated with Norphlet;

•An $11 million increase in the Western Gulf Coast region primarily due to the absence of temporary shut-ins in 2020 related to scheduled maintenance; partially offset by

•A $16 million decrease due to lower volumes primarily from certain Eastern Gulf Coast region operations due to producer operational issues;

Management’s Discussion and Analysis (Continued)

•An $8 million decrease at Gulfstar One for the Tubular Bells field primarily due to lower deferred revenue amortization.

The increase in Product sales includes an increase in commodity marketing sales primarily due to higher NGL prices. Marketing sales are substantially offset in Product costs and therefore have little impact to Modified EBITDA. Our commodity margins associated with our equity NGLs increased $9 million primarily driven by favorable NGL sales prices.

Other segment costs and expenses increased primarily due to higher employee-related costs and an unfavorable change in allowance for equity funds used during construction.

Proportional Modified EBITDA of equity-method investments increased at Discovery driven by higher volumes due to absence of prior year scheduled maintenance and temporary shut-ins related to Gulf of Mexico weather-related events and pricing.

Northeast G&P


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
			(Millions)						(Millions)
Service revenues	Service revenues		$	358		$	358	Service revenues	$	373	$	354	$	731	$	712
Service revenues – commodity consideration	Service revenues – commodity consideration		3			2		Service revenues – commodity consideration	2		1		5		3
Product sales	Product sales		32			29		Product sales	24		1		56		30
Segment revenues	Segment revenues		393			389		Segment revenues	399		356		792		745

Product costs	Product costs		(32)			(29)		Product costs	(26)		—		(58)		(29)
Processing commodity expenses	Processing commodity expenses		—			(1)		Processing commodity expenses	—		(1)		—		(2)
Other segment costs and expenses	Other segment costs and expenses		(112)			(110)		Other segment costs and expenses	(126)		(111)		(238)		(221)

Proportional Modified EBITDA of equity-method investments	Proportional Modified EBITDA of equity-method investments		153			120		Proportional Modified EBITDA of equity-method investments	162		126		315		246
Northeast G&P Modified EBITDA	Northeast G&P Modified EBITDA		$	402		$	369	Northeast G&P Modified EBITDA	$	409	$	370	$	811	$	739

Commodity margins	Commodity margins		$	3		$	1	Commodity margins	$	—	$	1	$	3	$	2

Three months ended ~~March 31,~~June 30, 2021 vs. three months ended ~~March 31,~~June 30, 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 $10 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 $7 million increase in revenues at the Northeast JV primarily related to higher processing and fractionation volumes.

Product sales increased ~~slightly~~ primarily due to higher sales prices of NGLs associated with our marketing ~~activities, which were substantially offset by lower sales volumes.~~activities. Marketing sales are offset by similar changes in marketing purchases, reflected above as Product costs, and therefore have little impact to Modified EBITDA.

Other segment costs and expenses increased primarily due to higher maintenance and operating expenses, including higher electricity charges.

Management’s Discussion and Analysis (Continued)

Proportional Modified EBITDA of equity-method investments increased at Appalachia Midstream Investments primarily driven by higher volumes. Additionally, there was an increase at Blue Racer/Caiman II due to the favorable impact of increased ownership, partially offset by the absence of a gain on early debt retirement at Blue Racer in the second quarter of 2020.

Six months ended June 30, 2021 vs. six months ended June 30, 2020

Service revenues increased primarily due to:

•A $12 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 $9 million increase in revenues at the Northeast JV primarily related to higher processing and fractionation volumes; partially offset by

•An $8 million decrease associated with lower gathering volumes at Susquehanna Supply Hub.

Product sales increased primarily due to higher sales prices of NGLs associated with our marketing activities, which were partially offset by lower sales volumes. Marketing sales are offset by similar changes in marketing purchases, reflected above as Product costs, and therefore have little impact to Modified EBITDA.

Other segment costs and expenses increased primarily due to higher maintenance and operating expenses, including higher electricity charges.

Proportional Modified EBITDA of equity-method investments increased at Appalachia Midstream Investments primarily driven by higher volumes. Additionally, there was an increase at Blue Racer/Caiman II primarily due to the favorable impact of increased ownership, partially offset by the absence of a gain on early debt retirement at Blue Racer in the second quarter of 2020.

West


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2021			2020			2021		2020		2021		2020
			(Millions)						(Millions)
Service revenues	Service revenues		$	284		$	311	Service revenues	$	291	$	316	$	575	$	627
Service revenues – commodity consideration	Service revenues – commodity consideration		35			21		Service revenues – commodity consideration	39		21		74		42
Product sales	Product sales		1,046			359		Product sales	722		303		1,768		662
Segment revenues	Segment revenues		1,365			691		Segment revenues	1,052		640		2,417		1,331

Product costs	Product costs		(936)			(368)		Product costs	(704)		(281)		(1,640)		(649)
Processing commodity expenses	Processing commodity expenses		(17)			(10)		Processing commodity expenses	(16)		(13)		(33)		(23)
Other segment costs and expenses	Other segment costs and expenses		(122)			(126)		Other segment costs and expenses	(123)		(117)		(245)		(243)

Proportional Modified EBITDA of equity-method investments	Proportional Modified EBITDA of equity-method investments		25			28		Proportional Modified EBITDA of equity-method investments	22		24		47		52
West Modified EBITDA	West Modified EBITDA		$	315		$	215	West Modified EBITDA	$	231	$	253	$	546	$	468

Commodity margins	Commodity margins		$	128		$	2	Commodity margins	$	41	$	30	$	169	$	32

3742

Management’s Discussion and Analysis (Continued)

Three months ended ~~March 31,~~June 30, 2021 vs. three months ended ~~March 31,~~June 30, 2020

West Modified EBITDA decreased primarily due to lower Service revenues and higher Other segment costs and expenses, partially offset by higher Commodity margins.

Service revenues decreased primarily due to:

•A $10 million decrease associated with lower volumes, primarily due to production declines in the Haynesville Shale region;

•A $9 million decrease related to lower deferred revenue amortization primarily in the Barnett Shale region;

•A $9 million decrease due to the absence of a temporary volume deficiency fee from a customer in 2020.

•Higher gathering rates in the Barnett Shale region and higher processing rates in the Piceance region, both driven by favorable commodity pricing, were substantially offset by lower 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, and Processing commodity expenses comprise our commodity margins, which we further segregate into product margins associated with our equity NGLs and marketing margins. Product margins from our equity NGLs increased $7 million, primarily due to higher net realized sales prices, partially offset by lower sales volumes and an increase in natural gas purchases associated with our equity NGLs. Commodity marketing sales increased primarily due to higher net realized NGL and natural gas prices. Marketing sales are substantially offset in Product costs and therefore have little impact to Modified EBITDA.

Six months ended June 30, 2021 vs. six months ended June 30, 2020

West Modified EBITDA increased primarily due to higher Commodity margins, partially offset by lower Service revenues.

Service revenues decreased primarily due to:

•A $26 million decrease associated with lower gathering and processing rates, primarily in the Haynesville Shale region due to a customer contract change and in the Piceance region driven primarily by unfavorable commodity pricing;

•~~An $11~~$47 million decrease associated with lower volumes, primarily due to production declines in the ~~Haynesville Shale region. The impact of lower gathering volumes in the~~ Eagle Ford Shale region ~~was~~which impact is substantially offset by the recognition of higher MVC ~~revenue;~~revenue (see below). Additionally, lower volumes in the Haynesville Shale region were impacted by production declines;

•A ~~$10~~$25 million decrease associated with lower gathering rates in the Haynesville Shale region due to a customer contract change and lower processing rates in the Piceance region driven primarily by unfavorable commodity pricing. These decreases are partially offset by an increase in gathering rates in the Barnett Shale region primarily due to favorable commodity pricing;

•An $18 million decrease related to lower deferred revenue amortization primarily in the Barnett Shale region;

•A $9 million decrease due to the absence of a temporary volume deficiency fee from a customer in 2020; partially offset by

•A ~~$10~~$36 million increase associated with higher MVC revenue, primarily in the Eagle Ford Shale and Wamsutter ~~region due to timing of recognition;~~regions;

•~~A $10~~An $11 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.

~~The net sum of~~

~~Service revenues~~
– ~~commodity consideration, Product sales, Product costs,~~ ~~and~~ ~~Processing commodity expenses~~ ~~comprise our commodity margins, which we further segregate into product margins associated with our marketing~~

Management’s Discussion and ~~equity NGLs margins.~~ Analysis (Continued)

Marketing margins increased by $122 million primarily due to favorable changes in net realized ~~commodity~~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 $4$11 million, primarily due to higher net realized sales ~~prices.~~prices, partially offset by an increase in natural gas purchases associated with our equity NGLs and lower sales volumes.

Other segment costs and expenses ~~decreased~~increased primarily due to ~~lower operating~~higher maintenance expenses including costs ~~related to fewer leased compressors. These decreases are partially offset by~~associated with the timing and scope of activities as well as higher reimbursable compressor power and fuel purchases which are offset in Service revenues. These increases are partially offset by lower operating expenses including costs related to fewer leased compressors.

Proportional Modified EBITDA of equity-method investments decreased primarily due to lower volumes at OPPL, partially offset by ~~improvements~~higher volumes and commodity prices at ~~other equity-method investees.~~Brazos Permian II.

Other

Three Months Ended March 31,
2021 2020
(Millions)
Other Modified EBITDA $ 33 $ 7


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(Millions)
Other Modified EBITDA	$	20	$	8	$	53	$	15

Three and six months ended ~~March 31,~~June 30, 2021 vs. three and six months ended ~~March 31,~~June 30, 2020

Other Modified EBITDA increased primarily due to our recently acquired upstream operations, including the favorable commodity price impact of severe winter weather in the first quarter of 2021. See Note 12 – Segment Disclosures of Notes to Consolidated Financial Statements. The year-to-date comparative period also includes the unfavorable impact of an accrual for a loss contingency in 2021.

3844

Management’s Discussion and Analysis (Continued)

Management’s Discussion and Analysis of Financial Condition and Liquidity

Outlook

As previously discussed in Company Outlook, our growth capital and investment expenditures in 2021 are currently expected to be in a range from $1.0 billion to $1.2 billion. Growth capital spending in 2021 ~~primarily~~ includes Transco expansions, all of which are fully contracted with firm transportation agreements, ~~and~~ projects supporting the Northeast G&P business, ~~and~~midstream opportunities in the Haynesville ~~area.~~area in the West segment, and the recent acquisitions of certain upstream operations and Sequent. 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 2021 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.

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 (see Note 12 – Segment Disclosures of Notes to Consolidated Financial Statements). In July 2021, we acquired Sequent, funding the $134 million paid with cash on hand (see Note 13 – Subsequent Event of Notes to Consolidated Financial Statements).

During the first quarter of 2021, we issued $900 million of new long-term debt to fund the repayment of long-term debt maturing in 2021 and for general corporate purposes. As of ~~March 31,~~June 30, 2021, we have approximately $2.1 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 August 2021, we expect to early retire our $500 million of 4 percent senior unsecured notes that are scheduled to mature in November 2021.

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 2021. 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

As of ~~March 31,~~June 30, 2021, we have approximately $21.1 billion of long-term debt due after one year. Our potential sources of liquidity available to address these maturities include cash generated from operations, proceeds from refinancing at attractive long-term rates or from our credit facility, as well as proceeds from asset monetizations.

Management’s Discussion and Analysis (Continued)

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

~~Management’s Discussion and Analysis (Continued)~~

As of ~~March 31,~~June 30, 2021, we had a working capital deficit of ~~$1.038~~$1.134 billion, including cash and cash equivalents and long-term debt due within one year. Our available liquidity is as follows:


Available Liquidity	~~March 31,~~June 30, 2021
	(Millions)
Cash and cash equivalents	$	~~1,126~~1,201
Capacity available under our $4.5 billion credit facility, less amounts outstanding under our $4 billion commercial paper program (1)	4,500
	$	~~5,626~~5,701

(1)In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program. We had no commercial paper outstanding as of ~~March 31,~~June 30, 2021. Through ~~March 31, 2021,~~June 30, there was no amount outstanding under our commercial paper program and credit facility during 2021. At ~~March 31,~~June 30, 2021, we were in compliance with the financial covenants associated with our credit facility.

Dividends

We increased our regular quarterly cash dividend to common stockholders by approximately 2.5 percent from the $0.40 per share paid in each quarter of 2020, to $0.41 per share paid in March and June 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.

Credit Ratings

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

Rating Agency

Outlook

Senior Unsecured
Debt Rating

S&P Global Ratings

Stable

BBB

Moody’s Investors Service

~~Positive~~Stable

~~Baa3~~Baa2

Fitch Ratings

Stable

BBB

In June 2021, Moody’s upgraded our credit rating from Baa3 to Baa2, and changed our Outlook from Positive to Stable.

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

4046

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 (see Notes to Consolidated Financial Statements for the Notes referenced in the table):


		Cash Flow	Three Months Ended March 31,					Cash Flow	Six Months Ended June 30,
		Category	2021		2020			Category	2021		2020
			(Millions)						(Millions)
Sources of cash and cash equivalents:	Sources of cash and cash equivalents:						Sources of cash and cash equivalents:
Operating activities – net	Operating activities – net	Operating	$	915	$	787	Operating activities – net	Operating	$	1,972	$	1,930
Proceeds from long-term debt (see Note 8)	Proceeds from long-term debt (see Note 8)	Financing	897		2		Proceeds from long-term debt (see Note 8)	Financing	898		2,196
Proceeds from credit-facility borrowings	Proceeds from credit-facility borrowings	Financing	—		1,700		Proceeds from credit-facility borrowings	Financing	—		1,700

Uses of cash and cash equivalents:	Uses of cash and cash equivalents:						Uses of cash and cash equivalents:
Common dividends paid	Common dividends paid	Financing	(498)		(485)		Common dividends paid	Financing	(996)		(971)
Capital expenditures	Capital expenditures	Investing	(260)		(306)		Capital expenditures	Investing	(685)		(613)
Dividends and distributions paid to noncontrolling interests	Dividends and distributions paid to noncontrolling interests	Financing	(54)		(44)		Dividends and distributions paid to noncontrolling interests	Financing	(95)		(98)
Purchases of and contributions to equity-method investments	Purchases of and contributions to equity-method investments	Investing	(14)		(30)		Purchases of and contributions to equity-method investments	Investing	(44)		(66)
Payments of long-term debt	Payments of long-term debt	Financing	(5)		(1,518)		Payments of long-term debt	Financing	(11)		(1,526)
Payments on credit-facility borrowings							Payments on credit-facility borrowings	Financing	—		(1,700)

Other sources / (uses) – net	Other sources / (uses) – net	Financing and Investing	3		5		Other sources / (uses) – net	Financing and Investing	20		(8)
Increase (decrease) in cash and cash equivalents	Increase (decrease) in cash and cash equivalents		$	984	$	111	Increase (decrease) in cash and cash equivalents		$	1,059	$	844

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, and Impairment of equity-method investments. Our Net cash provided (used) by operating activities for the ~~three~~six months ended ~~March 31,~~June 30, 2021, increased from the same period in 2020 primarily due to higher operating income (excluding noncash items as previously discussed) in 2021, partially offset by the net unfavorable changes in net operating working capital in 2021.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our current interest rate risk exposure is related primarily to our debt portfolio and has not materially changed during the first ~~three~~six months of 2021.

Item 4. Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Securities Exchange Act of 1934, as amended) (Disclosure Controls) or our internal control over financial reporting (Internal Controls) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our Disclosure Controls and Internal Controls and make modifications as necessary; our intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes during the ~~first~~second quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our Internal Control over Financial Reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Environmental

Certain reportable legal proceedings involving governmental authorities under federal, state, and local laws regulating the discharge of materials into the environment are described below. While it is not possible for us to predict the final outcome of the proceedings that are still pending, we do not anticipate a material effect on our consolidated financial position if we receive an unfavorable outcome in any one or more of such proceedings. Our threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.

On January 19, 2016, we received a Notice of Noncompliance with certain Leak Detection and Repair (LDAR) regulations under the Clean Air Act at our Moundsville Fractionator Facility from the EPA, Region 3. Subsequently,

4248

the EPA alleged similar violations of certain LDAR regulations at our Oak Grove Gas Plant. On March 19, 2018, we received a Notice of Violation of certain LDAR regulations at our former Ignacio Gas Plant from the EPA, Region 8, following an on-site inspection of the facility. On March 20, 2018, we also received a Notice of Violation of certain LDAR regulations at our Parachute Creek Gas Plant from the EPA, Region 8. All such notices were subsequently referred to a common attorney at the Department of Justice (DOJ). We are exploring global resolution of the claims at these facilities, as well as alleged violations at certain other facilities, with the DOJ. Global resolution would include both payment of a civil penalty and an injunctive relief component. We continue to work with the DOJ and the other agencies to resolve these claims, whether individually or globally, and negotiations are ongoing.

Other environmental matters called for by this Item are described under the caption “Environmental Matters” in Note 11 – Contingent Liabilities of Notes to Consolidated Financial Statements included under Part I, Item 1. Financial Statements of this report, which information is incorporated by reference into this Item.

Other litigation

The additional information called for by this Item is provided in Note 9 – Stockholders’ Equity and Note 11 – Contingent Liabilities of Notes to Consolidated Financial Statements included under Part I, Item 1. Financial Statements of this report, which information is incorporated by reference into this Item.

Item 1A. Risk Factors

Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020, includes risk factors that could materially affect our business, financial condition, or future results. Those Risk Factors have not materially changed.

Item 5. Other Information

On ~~April~~July 28, 2021, ~~we and Williams Field Services Group, LLC, an indirect wholly owned subsidiary~~our Board of ~~ours (Williams FSG), entered into an Equity Purchase Agreement~~Directors (the Purchase Agreement) with Southern Company Gas Investments, Inc. (SECC Seller), Sequent Holdings, LLC, (SEM LP Seller), Sequent, LLC (SEM GP Seller and, together with SECC Seller and SEM LP Seller, the Sellers) and Southern Company Gas (Seller Parent), pursuant to which the Sellers have agreed to sell, and Williams FSG has agreed to buy, (i) a ninety-nine percent limited partnership interest in Sequent Energy Management, L.P. (SEM), (ii) a one percent general partner interest in SEM, and (iii) all of the outstanding shares of common stock of Sequent Energy Canada Corp. (SECC and together with SEM, the Companies). The Companies provide natural gas marketing and logistics services. The purchase price is $50 million plus working capital acquired. The Base Purchase Price as defined in the Purchase Agreement, which includes a $60 million target for acquired working capital, is $110 million, subject to adjustment for actual working capital relative“Board”) approved amendments to the ~~target as well as~~By-laws of The Williams Companies, Inc. (the “By-laws”), effective immediately. In addition to certain technical and conforming amendments, the amended By-laws, among other ~~customary adjustments.~~things:

~~The Purchase Agreement contains customary (i) representations~~Notice and warranties, (ii) covenants, including with respect to actions taken prior to the closing, cooperation with respect to regulatory issues, and access to information, and (iii) indemnification provisions. Williams FSG will obtain a customary buyer’s representation and warranty insurance policy. The Purchase Agreement is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.Record Date Provisions

~~We have agreed~~•Reflect certain changes in the General Corporation Law of the State of Delaware (the “DGCL”) to ~~guarantee~~(i) allow the ~~obligations~~Board to set a record date for determining the stockholders entitled to vote at a stockholder meeting that is different than the record date for determining the stockholders entitled to notice of ~~Williams FSG under~~a stockholder meeting; (ii) provide for a record date for the ~~Purchase Agreement. At closing, we will also issue~~stockholders entitled to vote at a stockholder meeting if the Board fails to establish one; (iii) provide for the record date for an adjourned stockholder meeting or allow the Board to reset the record date for an adjourned stockholder meeting; (iv) allow the Board to fix a record date for purpose of allowing us to determine the stockholders entitled to consent to a corporation action without a meeting; and (v) allow the Board to set a record date to allow us to determine the stockholders entitled to receive payment ~~performance guarantee~~of any dividend or other distribution or allotment of any rights or the stockholders entitled to ~~Seller Parent equal~~exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action (Article V, Section 5);

•Update the notices required to ~~Seller Parent’s outstanding guarantee obligation with respect~~be sent prior to a special or general stockholder meeting to provide that the ~~Companies’ payment performance~~notices shall include the record date for determining the stockholders entitled to vote at the meeting if that record date is different from the ~~period~~record date for determining stockholders entitled to notice (Article II, Sections 2);

•Clarify that our secretary shall send the notice of any special meetings (Article II, Section 3);

•Provide that for an adjourned annual or special meeting of stockholders, if adjournment is for more than 30 calendar days, or if after the ~~transaction closes until Seller Parent~~adjournment a new record date for stockholders entitled to vote is ~~released from those obligations. We anticipate issuing replacement guarantees directly to~~fixed for the Companies’ counterparties to obtain such release of Seller Parent. The total amount of such obligations varies based on changes in natural gas prices, market conditions, and the number of active contracts and transactions of the Companies with counterparties. We anticipate combined volumes from the Companies’ business and our existing natural gas marketing business will exceed 8 Bcf/d, which we believe would be in the top five of North American natural gas marketers.

4349

adjourned meeting, a notice of the adjournment shall be given to stockholders entitled to vote at the adjourned meeting as of the record date fixed for the notice of the adjourned meeting (Article II, Section 5);

•Provide that if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list of stockholders entitled to vote shall reflect the stockholders entitled to vote as of the tenth day before the meeting (Article II, Section 8);

•Specify the information the notice of any special Board meeting shall contain and to specify the delivery and timing requirements for the notice of any special Board meeting (Article III, Section 6);

•Reflect (i) certain definitional changes to the DGCL related to the transmission of notices; and (ii) provide for the delivery of notices to stockholders by electronic mail and facsimile under certain circumstances (Article VI, Section 1 and Article VII, Section 5).

Miscellaneous Updates

•Provide, among other things, the Board has the sole right to determine the time, date and place of a special meeting, including whether to allow the meeting by remote communication, and our secretary shall send a notice of the special meeting (Article II, Section 3);

•Clarify that to determine whether a quorum is present at a stockholder meeting, the standard is the majority of the voting power of the outstanding shares of capital stock entitled to vote at the annual or special stockholder meeting, except as otherwise provided by law or by the Certificate of Incorporation (Article II, Section 4);

•Clarify, among other things, that adjournment of a meeting by stockholders requires a majority of the voting power of our outstanding shares of capital stock that are present in person or represented by proxy at the meeting and entitled to vote (even though less than a quorum) (Article II, Section 5);

•Provide that a stockholder entitled to vote at any meeting of stockholders or to express consent or dissent to corporate action without a meeting may authorize up to three people to act for such stockholder as a proxy in accordance with Section 212 of the DGCL (Article II, Section 6);

•Delete duplicative provisions already contained in the Certificate of Incorporation pertaining to votes by a class of stockholders and one share equating to one vote (Article II, Section 6);

•Provide that the chair of the Board may designate someone to preside at a stockholder meeting (Article II, Section 7);

•Provide that a series of preferred stock may have a different voting standard for the election of a director (Article III, Section 1);

•Clarify that a majority of the directors of the Board may create a new directorship without a vacancy left by an existing director subject to the provisions of the Certificate of Incorporation (Article III, Section 2);

•Allow for the record of Board actions or consents to be in any format permitted by the DGCL, and provide that the record of actions as well as consents be filed with the minutes of the proceedings of the Board (Article III, Section 8);

•Clarify that a committee established by the Board may approve or recommend to the stockholders the election or removal of directors (Article III, Section 11).

The ~~Purchase Agreement contains certain termination rights, including by mutual written consent~~foregoing is only a summary of the ~~parties or if, subject~~changes made to ~~certain conditions,~~ the ~~closing has not occurred~~By-laws and is qualified in its entirety by reference to the full text of the By-laws, which is filed as Exhibit 3.4 to this Quarterly Report on ~~or before August 26, 2021. We expect closing to occur during the third quarter of 2021.~~Form 10-Q and is incorporated herein by reference.

4450

Item 6. Exhibits


Exhibit No.		Description

2.1	—	Agreement and Plan of Merger dated as of May 16, 2018, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P., and WPZ GP LLC (filed on May 17, 2018 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
2.2	—	Amendment No 1. to Agreement and Plan of Merger dated as of May 1, 2016, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC, and Energy Transfer Equity GP, LLC (filed on May 3, 2016 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
2.3	—	Agreement and Plan of Merger dated as of September 28, 2015, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC, and Energy Transfer Equity GP, LLC (filed on October 1, 2015 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
3.1	—	Amended and Restated Certificate of Incorporation as supplemented (filed on May 26, 2010, as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
3.2	—	Certificate of Designations of Series B Preferred Stock of The Williams Companies, Inc. (filed on July 17, 2018 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
3.3	—	Certificate of Amendment dated August 10, 2018 (filed on August 10, 2018 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).
~~3.4~~3.4*	—	By-Laws ~~(filed on January 20, 2017 as Exhibit 3.1 to~~of The Williams Companies, Inc.~~’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference).~~, as last amended effective July 28, 2021.
3.5	—	Certificate of Designations of Series C Participating Preferred Stock of The Williams Companies, Inc. (filed on March 20, 2020 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8‑K (File No. 001-04174) and incorporated herein by reference).
~~4.1~~	—	Fourth Supplemental Indenture, dated as of March 2, 2021, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 2, 2021 as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8‑K (File No. 001-04174) and incorporated herein by reference).
10.1§*	—	~~Form of~~ ~~2021~~ ~~Performance-Based Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain employees and officers.~~
31.1*	—	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S‑K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	—	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	—	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	—	XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH*	—	XBRL Taxonomy Extension Schema.
101.CAL*	—	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*	—	XBRL Taxonomy Extension Definition Linkbase.
101.LAB*	—	XBRL Taxonomy Extension Label Linkbase.

4551

Exhibit
No.

Description

101.DEF*

—

~~XBRL Taxonomy Extension Definition Linkbase.~~

101.LAB*

—

~~XBRL Taxonomy Extension Label Linkbase.~~

101.PRE*

—

XBRL Taxonomy Extension Presentation Linkbase.

104*

—

Cover Page Interactive Data File. The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

* Filed herewith.

** Furnished herewith.

~~§ Management contract or compensatory plan or arrangement.~~

4652

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			THE WILLIAMS COMPANIES, INC.
			(Registrant)

			/s/ John D. Porter
			John D. Porter
			Vice President, Controller, and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)

~~May 3,~~August 2, 2021


	Three Months Ended March 31,
		2021		2020
		(Millions)
Other Modified EBITDA		$	33	$	7