WMB 10-K Annual Report Dec. 31, 2023 | Alphaminr
WILLIAMS COMPANIES, INC.
ALPHAMINR

WMB 10-K Fiscal year ended Dec. 31, 2023

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WILLIAMS COMPANIES, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 General, Description Of Business, Basis Of Presentation, and Summary Of Significant Accounting PoliciesNote 2 Variable Interest EntitiesNote 3 Acquisitions and DivestituresNote 4 Related Party TransactionsNote 5 Revenue RecognitionNote 6 Provision (benefit) For Income TaxesNote 8 Investing ActivitiesNote 7 Employee Benefit PlansNote 9 Property, Plant, and EquipmentNote 10 Goodwill and Other Intangible AssetsNote 11 Accrued and Other Current LiabilitiesNote 12 Debt and Banking ArrangementsNote 13 LeasesNote 14 Equity-based CompensationNote 15 Fair Value Measurements, Guarantees, and Concentration Of Credit RiskNote 16 Commodity DerivativesNote 17 Contingencies and CommitmentsNote 18 Segment DisclosuresNote 19 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Certificate of Incorporation, (filed on May 26, 2010, as Exhibit 3.(i)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 July17, 2018, as Exhibit 3.1 to The Williams Companies, Inc. 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 Form8-K (File No.001-04174) and incorporated herein by reference). 3.4 By-laws of The Williams Companies, Inc., as last amended effective October 25, 2022 (filed on October 31, 2022, as Exhibit 3.4 to The Williams Companies Inc.s quarterly report onForm 10-Q(File No. 001-04174) and incorporatedherein by reference). 4.5 Fifth Supplemental Indenture, dated as of February 1, 2010, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010, as Exhibit 4.3 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 4.8 Eleventh Supplemental Indenture, dated as of February 1, 2010, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on February 2, 2010, as Exhibit4.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 4.9 Indenture, dated December 18, 2012, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. as trustee (filed on December 20, 2012, 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). 4.10 Second Supplemental Indenture, dated as of June 24, 2014, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 24, 2014, 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). 4.11 Third Supplemental Indenture, dated as of May 14, 2020, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 14, 2020, as Exhibit 4.1 to The Williams Companies, Inc.s current report on Form8-K (File No.001-04174) and incorporated herein by reference). 4.12 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 Form8-K (File No. 001-04174) and incorporated herein by reference). 4.13 Fifth Supplemental Indenture, dated as of October 8, 2021, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on October 8, 2021, as Exhibit 4.1 to The Williams Companies, Inc.s current report on Form8-K (File No. 001-04174) and incorporated herein by reference). 4.14 Sixth Supplemental Indenture, dated as of August 8, 2022, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 8, 2022, as Exhibit 4.1to The Williams Companies, Inc.s current report on Form8-K (File No. 001-04174) and incorporated herein by reference). 4.15 Seventh Supplemental Indenture, dated as of March2, 2023, between The Williams Companies, Inc.andThe Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 2, 2023, as Exhibit 4.1 toThe Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174)and incorporated herein by reference). 4.16 EighthSupplemental Indenture, dated as ofAugust 10, 2023, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed onAugust 10, 2023, 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). 4.17 Ninth Supplemental Indenture, dated as of January 5, 2024, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 5, 2024, 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). 4.18 Indenture, dated as of February 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 10, 2010, 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). 4.19 First Supplemental Indenture, dated as of February2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.5 to Williams Partners L.P.s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference). 4.20 Second Supplemental Indenture, dated as of August 10, 2018, between The Williams Companies, Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on August 10, 2018, as Exhibit 4.2 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 4.21 Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010, as Exhibit 4.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference). 4.22 Fifth Supplemental Indenture, dated as of March 4, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 4, 2014, as Exhibit4.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference). 4.23 Sixth Supplemental Indenture, dated as of June 27, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 27, 2014, as Exhibit4.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference). 4.24 Seventh Supplemental Indenture, dated as of February2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit4.4 to Williams Partners L.P.s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference). 4.25 Eighth Supplemental Indenture, dated as of March 3, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 3, 2015, as Exhibit 4.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference). 4.26 Ninth Supplemental Indenture, dated as of June 5, 2017, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 5, 2017, as Exhibit 4.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference). 4.27 Tenth Supplemental Indenture, dated as of March 5, 2018, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 5, 2018, as Exhibit 4.1 to Williams Partners L.P.s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference). 4.28 Eleventh Supplemental Indenture, dated as of August 10, 2018, between The Williams Companies Inc. and The Bank of New York Mellon Trust Company, N.A. (filed on August 10, 2018, as Exhibit 4.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 4.30 Indenture, dated as of April 3, 2017, between Northwest Pipeline LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on April 3, 2017, as Exhibit 4.1 to Northwest Pipelines current report on Form 8-K (File No. 001-07414) and incorporated herein by reference). 4.32 Indenture, dated as of August 12, 2011, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 12, 2011, as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLCs current report on Form 8-K (File No. 001-07584) and incorporated herein by reference). 4.33 Indenture, dated as of July 13, 2012, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on July 16, 2012 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLCs current report on Form 8-K (File No.001-07584) and incorporated herein by reference). 4.34 Indenture, dated as of January 22, 2016, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 22, 2016, as Exhibit 4.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 4.35 Indenture, dated as of March 15, 2018, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 15, 2018, as Exhibit 4.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 4.36 Indenture, dated as of May 8, 2020, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 8, 2020, as Exhibit4.1 to The Williams Companies, Inc.s current report on Form8-K (File No.001-04174) and incorporated herein by reference). 4.38 Officers Certificate (including the form of Questar Pipeline Companys 4.875% Senior Notes due 2041) (filed on December6, 2011, asExhibit 4.1 to the Questar Pipeline Company current report on Form 8-K (File No. 001-14147) and incorporated herein by reference). 4.39* Dominion Energy Questar Pipeline Note Purchase Agreement 4.40 Description of Securities. 10.1* The Williams Companies Amended and Restated Retirement Restoration Planamendedeffective as ofJanuary1, 2024. 10.2 Form of Director and Officer Indemnification Agreement (filed on September 24, 2008, as Exhibit10.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 10.3 Form of 2013 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 27, 2013, as Exhibit 10.6 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.4 Form of 2013 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors (filed on February 26, 2014, as Exhibit 10.11 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.5 Form of 2014 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 26, 2014, as Exhibit 10.8 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.6 Form of 2014 Restricted Stock Unit Agreement among Williams and certain nonmanagement directors (filed on February 25, 2015, as Exhibit 10.12 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.7 Form of 2015 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 25, 2015, as Exhibit 10.16 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.8 Form of 2015 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 25, 2015, as Exhibit 10.17 to The Williams Companies, Inc. annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.9 Form of 2016 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on February 22, 2017, as Exhibit 10.21 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.10 Form of 2016 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 22, 2017, as Exhibit 10.22 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.11 Form of 2017 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on February 22, 2017, as Exhibit 10.24 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.12 Form of 2017 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on February 22, 2017, as Exhibit 10.25 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.13 Form of 2018 Nonqualified Stock Option Agreement among Williams and certain employees and officers (filed on May 3, 2018, as Exhibit 10.5 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.14 Form of 2018 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on August 2, 2018, as Exhibit 10.2 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.15 Form of Amended 2019 Executive Performance-Based Restricted Stock Unit Agreement between The Williams Companies, Inc. and certain employees and officers (filed on November 1, 2021, as Exhibit 10.4 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.16 Form of 2019 Time-Based Restricted Stock Unit Agreement among Williams and certain non-management directors (filed on May 2, 2019, as Exhibit 10.4 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.17 Form of 2020 Performance-Based Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain employees and officers (filed on May 4, 2020, as Exhibit 10.2 to The Williams Companies, Inc.s quarterly report on Form10-Q (File No.001-04174) and incorporated herein by reference). 10.18 Form of Amended 2020 Performance-Based Restricted Stock Unit Agreement between The Williams Companies, Inc. and certain employees and officers (filed on November 1, 2021, as Exhibit 10.6 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.19 Form of 2020 Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain employees and officers (filed on May 4, 2020, as Exhibit 10.3 to The Williams Companies, Inc.s quarterly report on Form10-Q (File No.001-04174) and incorporated herein by reference). 10.20 Form of Amended 2020 Time-Based Restricted Stock Unit Agreement between The Williams Companies, Inc. and certain employees and officers (filed on November 1, 2021, as Exhibit 10.5 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.21 Form of 2020 Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain non-management directors (filed on May 4, 2020, as Exhibit 10.4 to The Williams Companies, Inc.s quarterly report on Form10-Q (File No.001-04174) and incorporated herein by reference). 10.22 Form of Amended 2021 Time-Based Restricted Stock Unit Agreement between The Williams Companies, Inc. and certain employees and officers (filed on November 1, 2021, as Exhibit10.7 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.23 Form of 2021 Performance-Based Restricted Stock Unit Agreement between The Williams Companies, Inc. and certain employees and officers (filed on May 3, 2021, as Exhibit 10.1 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.24 Form of Amended 2021 Performance-Based Restricted Stock Unit Agreement between The Williams Companies, Inc. and certain employees and officers (filed on November 1, 2021, as Exhibit 10.8 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.25 Form of 2021 Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain employees and officers (filed on February 24, 2021, as Exhibit10.28 to The Williams Companies, Inc.s Form10-K (File No. 001-04174) and incorporated herein by reference). 10.26 Form of Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain employees and officers (filed on February 28, 2022, as Exhibit 10.31 to The Williams Companies, Inc.s Form 10-K (File No.001-04174) and incorporated herein by reference). 10.27 Form of Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain non-management directors (filed on February 24, 2021, as Exhibit10.29 to The Williams Companies, Inc.s Form10-K (File No. 001-04174) and incorporated herein by reference). 10.28 Form of Performance-Based Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain employees and officers (filed on February 28, 2022, as Exhibit 10.33 to The Williams Companies, Inc.s Form 10-K (File No.001-04174) and incorporated herein by reference. 10.29 Form of Two-Year Ratable Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain employees and officers (filed on May 3, 2023, as Exhibit 10.1 to The Williams Companies, Inc.s Form 10-Q(File No. 001-04174) and incorporatedherein by reference. 10.30 Form ofThree-Year Ratable Restricted Stock Unit Agreement among The Williams Companies, Inc. and certain employees and officers (filed on May 3, 2023, as Exhibit 10.2to The Williams Companies, Inc.s Form 10-Q(File No. 001-04174) and incorporated herein by reference. 10.31 Change in Control and Restrictive Covenant Agreement between certain executive officers (Tier One Executives) and The Williams Companies, Inc. (filed on February 24, 2020, as Exhibit 10.29 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.32 Change in Control and Restrictive Covenant Agreement between certain executive officers (Tier Two Executives) and The Williams Companies, Inc. (filed on February 24, 2020, as Exhibit 10.30 to The Williams Companies, Inc.s annual report on Form 10-K (File No. 001-04174) and incorporated herein by reference). 10.33 The Williams Companies, Inc. Executive Severance Pay Plan, as amended and restated, effective August 1, 2022 (filed October 31, 2022, as Exhibit 10.1 to The Williams Companies, Inc.s quarterly report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.34 The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective October 26, 2021 (filed on November 1, 2021, as Exhibit 10.9 to The Williams Companies, Inc.s quarterlyreport on Form 10-Q (File No. 001-04174) and incorporated herein by reference). 10.35 Amended and Restated Credit Agreement dated as of October 8, 2021, between The Williams Companies, Inc., Northwest Pipeline LLC, and Transcontinental Gas Pipe Line Company, LLC, as borrowers, the lenders named therein, and Wells Fargo Bank, National Association, as Administrative Agent (filed on October 8, 2021, as Exhibit 10.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 10.36 Form of Commercial Paper Dealer Agreement, dated as of August 10, 2018, between The Williams Companies, Inc., as Issuer, and the Dealer party thereto (filed on August 10, 2018, as Exhibit 10.1 to The Williams Companies, Inc.s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). 21* Subsidiaries of the registrant. 23.1* Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP. 31.1* Certification of the Chief Executive Officer pursuant to Rules 13a-l4(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(3l) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and l5d-l4(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 the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* The Williams Companies, Inc. Financial Statement Compensation Recoupment Policy.