Williams(WMB) - 2022 Q3 - Quarterly Report

FORM 10-Q Filing Information This section details the filing specifics for The Williams Companies, Inc.'s Form 10-Q, including the reporting period and company classification - The Williams Companies, Inc. filed a Form 10-Q for the quarterly period ended September 30, 2022[2] - The company is classified as a large accelerated filer[4] Company and Stock Information | Metric | Value | | :----- | :---- | | Trading Symbol | WMB | | Exchange | New York Stock Exchange | | Shares Outstanding (as of Oct 27, 2022) | 1,218,339,828 | Definitions and Glossary This section provides definitions for key measurements, consolidated entities, partially owned investments, and important financial terms - The report includes definitions for various measurements such as Barrel (Bbl), Billion cubic feet (Bcf), British Thermal Unit (Btu), and Dekatherms (Dth)[14] - Key consolidated entities include Cardinal, Gulfstar One, Northeast JV, Northwest Pipeline, and Transco[14] - Partially owned entities, accounted for as equity-method investments, include Aux Sable, Blue Racer, Discovery, Gulfstream, Laurel Mountain, OPPL, RMM, and Targa Train 7[14][15] - Important financial and operational terms defined include EBITDA, Fractionation, GAAP, LNG, MVC, and NGLs[16] Part I – Financial Information This part presents the company's unaudited consolidated financial statements and management's discussion and analysis of financial condition Item 1. Financial Statements This section presents the unaudited consolidated financial statements for The Williams Companies, Inc., including the Statement of Income, Comprehensive Income (Loss), Balance Sheet, Statement of Changes in Equity, and Statement of Cash Flows, along with detailed notes Consolidated Statement of Income For the three months ended September 30, 2022, total revenues increased to $3,021 million from $2,475 million in 2021, with net income attributable to The Williams Companies, Inc. surging to $600 million from $165 million Consolidated Statement of Income (Millions) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :----------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total Revenues | $3,021 | $2,475 | $8,035 | $7,370 | | Total Costs and Expenses | $2,201 | $2,120 | $6,089 | $5,676 | | Operating Income (Loss) | $820 | $355 | $1,946 | $1,694 | | Net Income (Loss) | $621 | $173 | $1,420 | $930 | | Net Income (Loss) Attributable to The Williams Companies, Inc. | $600 | $165 | $1,380 | $895 | | Basic EPS | $0.49 | $0.14 | $1.13 | $0.74 | | Diluted EPS | $0.49 | $0.13 | $1.13 | $0.73 | Consolidated Statement of Comprehensive Income (Loss) For the three months ended September 30, 2022, comprehensive income attributable to The Williams Companies, Inc. was $596 million, up from $166 million in the prior year, and $1,386 million for the nine months, an increase from $882 million in 2021 Consolidated Statement of Comprehensive Income (Loss) (Millions) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :--------------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Income (Loss) | $621 | $173 | $1,420 | $930 | | Other Comprehensive Income (Loss) | $(4) | $1 | $6 | $(13) | | Comprehensive Income (Loss) | $617 | $174 | $1,426 | $917 | | Comprehensive Income (Loss) Attributable to The Williams Companies, Inc. | $596 | $166 | $1,386 | $882 | Consolidated Balance Sheet As of September 30, 2022, total assets increased to $48,672 million from $47,612 million, while total liabilities rose to $34,762 million and total equity slightly decreased to $13,910 million Consolidated Balance Sheet (Millions) | Metric | Sep 30, 2022 | Dec 31, 2021 | | :------------------------------------ | :----------- | :----------- | | Total Assets | $48,672 | $47,612 | | Total Current Assets | $4,438 | $4,549 | | Property, Plant, and Equipment – net | $30,338 | $29,258 | | Total Liabilities | $34,762 | $33,559 | | Total Current Liabilities | $5,017 | $4,972 | | Long-Term Debt | $22,530 | $21,650 | | Total Equity | $13,910 | $14,101 | Consolidated Statement of Changes in Equity For the three months ended September 30, 2022, total equity increased by $74 million due to net income, partially offset by dividends, while for nine months, it decreased by $191 million mainly due to dividends Consolidated Statement of Changes in Equity (Millions) | Metric | Balance Jun 30, 2022 | Net Income (Loss) | Cash Dividends (Common) | Balance Sep 30, 2022 | | :----------------------------------- | :------------------- | :---------------- | :---------------------- | :------------------- | | Total Equity (3 Months) | $13,836 | $621 | $(518) | $13,910 | | Total Equity (9 Months) | $14,101 (Dec 31, 2021) | $1,420 | $(1,553) | $13,910 | Consolidated Statement of Cash Flows For the nine months ended September 30, 2022, net cash provided by operating activities increased to $3,670 million, while investing and financing activities resulted in a net decrease in cash and cash equivalents of $(821) million Consolidated Statement of Cash Flows (Millions) | Metric | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :------------------------------------------ | :-------------------------- | :-------------------------- | | Net Cash Provided (Used) by Operating Activities | $3,670 | $2,806 | | Net Cash Provided (Used) by Financing Activities | $(1,956) | $(1,626) | | Net Cash Provided (Used) by Investing Activities | $(2,535) | $(1,108) | | Increase (Decrease) in Cash and Cash Equivalents | $(821) | $72 | | Cash and Cash Equivalents at End of Period | $859 | $214 | Notes to Consolidated Financial Statements This section provides detailed explanatory notes supporting the consolidated financial statements, covering business description, variable interest entities, acquisitions, revenue recognition, income taxes, EPS, employee benefits, debt, fair value, derivatives, contingent liabilities, and segment disclosures Note 1 - General, Description of Business, and Basis of Presentation This note outlines the company's natural gas infrastructure business, its operational segments, and the basis of financial statement presentation, including reclassification of marketing revenues - The company's operations are segmented into Transmission & Gulf of Mexico, Northeast G&P, West, and Gas & NGL Marketing Services, effective January 1, 2022, following an organizational realignment[33] - Natural gas marketing revenues from Gas & NGL Marketing Services are now presented net of related costs in the Consolidated Statement of Income, as the entire natural gas marketing portfolio is considered held for trading purposes[33] - The company believes the carrying value of certain property, plant, and equipment and intangible assets may exceed current fair value, but remains recoverable[39] Note 2 - Variable Interest Entities This note identifies the company's consolidated and nonconsolidated Variable Interest Entities (VIEs), detailing Williams' primary beneficiary role in consolidated VIEs and maximum loss exposure in nonconsolidated ones - Consolidated VIEs include Northeast JV (65% interest), Gulfstar One (51% interest), and Cardinal (66% interest), where Williams is the primary beneficiary[40][41][42] - Targa Train 7 is a nonconsolidated VIE (20% interest) with a carrying value of $46 million as of September 30, 2022, representing the maximum exposure to loss[44] Note 3 - Acquisitions This note details two significant acquisitions: the Trace Acquisition for $972 million in April 2022 and the NorTex Asset Purchase for $424 million in August 2022, along with pro forma financial information - Acquired 100% of Gemini Arklatex, LLC (Trace Midstream assets) for $972 million cash on April 29, 2022, expanding into the Haynesville Shale region[45] Trace Acquisition Contribution (April 29 - Sep 30, 2022) | Metric | Amount (Millions) | | :----- | :---------------- | | Revenues | $99 | | Modified EBITDA | $48 | - Purchased north Texas natural gas storage facilities and pipelines from NorTex Midstream Holdings, LLC for approximately $424 million on August 31, 2022[61] - The Sequent Acquisition (July 1, 2021) expanded natural gas marketing activities for $159 million[50] Note 4 - Revenue Recognition This note disaggregates revenue by major service line and segment, detailing service revenues and product sales, and provides reconciliations of contract assets and liabilities, and remaining performance obligations Total Revenues by Segment (Millions) - 3 Months Ended Sep 30, 2022 | Segment | Total Revenues | | :--------------------------------- | :------------- | | Transmission & Gulf of Mexico | $1,043 | | Northeast G&P | $459 | | West | $708 | | Gas & NGL Marketing Services | $938 | | Other | $215 | | Eliminations | $(342) | | Total | $3,021 | Total Revenues by Segment (Millions) - 9 Months Ended Sep 30, 2022 | Segment | Total Revenues | | :--------------------------------- | :------------- | | Transmission & Gulf of Mexico | $3,040 | | Northeast G&P | $1,330 | | West | $1,957 | | Gas & NGL Marketing Services | $2,351 | | Other | $450 | | Eliminations | $(1,114) | | Total | $8,035 | Remaining Performance Obligations (Millions) as of Sep 30, 2022 | Year | Contract Liabilities | Remaining Performance Obligations | | :--- | :------------------- | :-------------------------------- | | 2022 (three months) | $52 | $916 | | 2023 (one year) | $154 | $3,610 | | Thereafter | $527 | $17,191 | | Total | $1,082 | $30,589 | Note 5 - Provision (Benefit) for Income Taxes This note details the provision for income taxes, which was $96 million for three months and $169 million for nine months ended September 30, 2022, with effective tax rates lower than statutory due to state benefits and valuation allowance releases Provision (Benefit) for Income Taxes (Millions) | Metric | 3 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2022 | | :--------------------------------- | :-------------------------- | :-------------------------- | | Current Federal | $0 | $(27) | | Current State | $4 | $14 | | Deferred Federal | $163 | $247 | | Deferred State | $(71) | $(65) | | Total Provision (Benefit) | $96 | $169 | - The effective income tax rate for the three and nine months ended September 30, 2022, was less than the federal statutory rate, primarily due to a $92 million state income tax benefit from a decrease in Pennsylvania's deferred state income tax rate[80][81] - During Q2 2022, $88 million of valuation allowance was released, including $70 million for foreign tax credits and $18 million for state net operating loss carryforwards/credits[83] - Finalized IRS settlements for 2011-2014 decreased unrecognized tax positions by approximately $46 million, favorably impacting the tax provision[84] Note 6 - Earnings (Loss) Per Common Share This note provides the basic and diluted earnings per common share (EPS) for the three and nine months ended September 30, 2022 and 2021, along with the weighted-average shares outstanding Earnings (Loss) Per Common Share | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :----------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Income (Loss) Available to Common Stockholders (Millions) | $599 | $164 | $1,378 | $893 | | Basic EPS | $0.49 | $0.14 | $1.13 | $0.74 | | Diluted EPS | $0.49 | $0.13 | $1.13 | $0.73 | | Basic Weighted-Average Shares (Thousands) | 1,218,964 | 1,215,434 | 1,218,202 | 1,215,113 | | Diluted Weighted-Average Shares (Thousands) | 1,222,472 | 1,217,979 | 1,222,153 | 1,217,558 | Note 7 - Employee Benefit Plans This note details the net periodic benefit cost (credit) for pension and other postretirement benefits for the three and nine months ended September 30, 2022 and 2021 Net Periodic Benefit Cost (Credit) (Millions) | Component | 3 Months Ended Sep 30, 2022 (Pension) | 3 Months Ended Sep 30, 2021 (Pension) | 9 Months Ended Sep 30, 2022 (Pension) | 9 Months Ended Sep 30, 2021 (Pension) | | :------------------------------------ | :------------------------------------ | :------------------------------------ | :------------------------------------ | :------------------------------------ | | Service Cost | $7 | $8 | $21 | $23 | | Interest Cost | $8 | $7 | $23 | $21 | | Expected Return on Plan Assets | $(11) | $(11) | $(33) | $(33) | | Amortization of Net Actuarial Loss | $3 | $4 | $9 | $11 | | Net Actuarial Loss from Settlements | $0 | $0 | $0 | $1 | | Net Periodic Benefit Cost (Credit) | $7 | $8 | $20 | $23 | Net Periodic Benefit Cost (Credit) (Millions) | Component | 3 Months Ended Sep 30, 2022 (Other Postretirement) | 3 Months Ended Sep 30, 2021 (Other Postretirement) | 9 Months Ended Sep 30, 2022 (Other Postretirement) | 9 Months Ended Sep 30, 2021 (Other Postretirement) | | :------------------------------------ | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | :----------------------------------------- | | Service Cost | $1 | $1 | $1 | $1 | | Interest Cost | $1 | $1 | $4 | $4 | | Expected Return on Plan Assets | $(3) | $(2) | $(8) | $(7) | | Reclassification to Regulatory Liability | $0 | $0 | $1 | $1 | | Net Periodic Benefit Cost (Credit) | $(1) | $0 | $(2) | $(1) | Note 8 - Debt and Banking Arrangements This note outlines the company's debt activities, including early retirement of $1.25 billion and $750 million senior unsecured notes, issuance of $1.75 billion in new notes, and the early retirement of $850 million notes in October 2022 - Early retired $1.25 billion of 3.6% senior unsecured notes due March 15, 2022, on January 18, 2022[89] - Early retired $750 million of 3.35% senior unsecured notes due August 15, 2022, on May 16, 2022[89] - Issued $1.0 billion of 4.65% senior unsecured notes due August 15, 2032, and $750 million of 5.30% senior unsecured notes due August 15, 2052, on August 8, 2022[89] - Early retired $850 million of 3.7% senior unsecured notes due January 15, 2023, on October 17, 2022[89] - No commercial paper was outstanding under the $3.5 billion program at September 30, 2022[90] Credit Facility at Sep 30, 2022 (Millions) | Metric | Stated Capacity | Outstanding | | :---------------------------------------- | :-------------- | :---------- | | Long-term credit facility | $3,750 | $0 | | Letters of credit under bilateral bank agreements | N/A | $40 | Note 9 - Fair Value Measurements and Guarantees This note presents the fair value measurements of significant financial assets and liabilities, categorized by Level 1, 2, and 3 inputs, detailing valuation methods for ARO Trust investments, commodity derivatives, long-term debt, and guarantees Fair Value Measurements at Sep 30, 2022 (Millions) | Asset/Liability | Carrying Amount | Fair Value | Level 1 | Level 2 | Level 3 | | :------------------------------------ | :-------------- | :--------- | :------ | :------ | :------ | | ARO Trust investments | $216 | $216 | $216 | $0 | $0 | | Commodity derivative assets | $95 | $95 | $3 | $54 | $38 | | Commodity derivative liabilities | $(815) | $(815) | $(54) | $(717) | $(44) | | Long-term debt, including current portion | $(23,407) | $(21,911) | $0 | $(21,911) | $0 | | Guarantees | $(38) | $(25) | $0 | $(9) | $(16) | - Commodity derivatives are valued using NYMEX futures prices (Level 1), basis transactions (Level 2), and a combination of observable and unobservable inputs (Level 3)[98] - The company has a guarantee for a former communications subsidiary (WilTel) lease obligation, with a maximum potential undiscounted exposure of approximately $24 million at September 30, 2022[99][100] Note 10 - Derivatives This note discusses the company's use of commodity-related derivatives to manage price risk in marketing and trading activities, providing notional volumes of net long/short positions and their financial statement presentation - The company uses commodity-related derivatives to economically hedge exposures to natural gas, NGLs, and crude oil, and monitors positions using techniques like value at risk[104][105] Notional Volume of Net Long (Short) Positions for Commodity-Related Derivative Contracts at Sep 30, 2022 | Commodity | Unit of Measure | Net Long (Short) Position | | :---------------------- | :-------------- | :------------------------ | | Natural Gas (Index Risk) | MMBtu | 485,699,255 | | Natural Gas (Central Hub Risk - Henry Hub) | MMBtu | (58,780,281) | | Natural Gas Liquids (Central Hub Risk - Mont Belvieu) | Barrels | (52,710,000) | | Crude Oil (Central Hub Risk - WTI) | Barrels | (216,000) | Pre-Tax Effects of Commodity-Related Derivatives in Net Gain (Loss) on Commodity Derivatives (Millions) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :-------------------------------------------------------------------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Realized commodity-related derivatives not designated as hedging instruments | $(13) | $(62) | $(145) | $(96) | | Unrealized commodity-related derivatives not designated as hedging instruments | $29 | $(309) | $(346) | $(317) | | Net gain (loss) on commodity derivatives | $16 | $(391) | $(491) | $(441) | - The company has specific trade and credit contracts requiring collateral if credit ratings are downgraded to non-investment grade, with a contractually required collateral of $18 million as of September 30, 2022[112] Note 11 - Contingent Liabilities This note details various contingent liabilities, including ongoing litigation related to natural gas price index manipulation, Alaska refinery contamination, royalty underpayment lawsuits, litigation against Energy Transfer, and environmental remediation liabilities totaling $32 million - Two putative class actions related to natural gas price index manipulation remain unresolved, but a preliminary settlement agreement has been reached and fully accrued for[116][117] - Litigation regarding Alaska refinery contamination resulted in a court finding against Williams, with estimated total incurred and potential future damages of $86 million, for which an accrued liability has been recorded[120] - Chesapeake Energy Corporation settled substantially all Pennsylvania royalty cases, which applies to Williams and does not require any contribution from Williams[122] - A Delaware Chancery Court judgment awarded Williams $602 million (including interest and fees) in litigation against Energy Transfer for breaches of the ETE Merger Agreement[126][127] Accrued Environmental Liabilities at Sep 30, 2022 (Millions) | Category | Amount | | :------------------------------------ | :----- | | Interstate gas pipelines remediation | $4 | | Natural gas underground storage facilities | $10 | | Former operations | $18 | | Total | $32 | Note 12 - Segment Disclosures This note provides financial information by reportable segment: Transmission & Gulf of Mexico, Northeast G&P, West, and Gas & NGL Marketing Services, with performance evaluated based on Modified EBITDA - Reportable segments are Transmission & Gulf of Mexico, Northeast G&P, West, and Gas & NGL Marketing Services, with performance evaluated using Modified EBITDA[136][137] Modified EBITDA by Segment (Millions) | Segment | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :--------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Transmission & Gulf of Mexico | $638 | $630 | $1,987 | $1,936 | | Northeast G&P | $464 | $442 | $1,332 | $1,253 | | West | $337 | $257 | $885 | $702 | | Gas & NGL Marketing Services | $20 | $(262) | $(249) | $(161) | | Other | $140 | $38 | $284 | $91 | | Total Modified EBITDA | $1,599 | $1,105 | $4,239 | $3,821 | - Modified EBITDA for Gas & NGL Marketing Services includes charges of $64 million (3 months) and $76 million (9 months) associated with lower of cost or net realizable value adjustments to inventory in 2022[139] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides a detailed discussion of the company's financial condition and results of operations, highlighting its strategy as an energy company focused on natural gas infrastructure, covering consolidated overview, recent developments, company outlook, expansion projects, and segment-specific operating results General This sub-section reiterates the company's core business as an energy company providing natural gas infrastructure and outlines its four reportable segments, plus an 'Other' category - The company's strategy is to lead in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy[145] - Interstate natural gas pipeline activities are FERC-regulated, with rates primarily established through ratemaking processes, and revenues largely recovered through firm capacity reservation charges[146] - Midstream operations focus on safe, reliable, large-scale infrastructure, attracting new business through services like natural gas gathering, processing, and NGL fractionation[147] - The company's operations are conducted, managed, and presented within four reportable segments: Transmission & Gulf of Mexico, Northeast G&P, West, and Gas & NGL Marketing Services, plus an 'Other' category[148] Overview of Nine Months Ended September 30, 2022 Net income attributable to The Williams Companies, Inc. increased by $485 million for the nine months ended September 30, 2022, driven by higher service revenues, commodity margins, and upstream results, partially offset by unfavorable derivative changes and higher expenses - Net income attributable to The Williams Companies, Inc. increased by $485 million for the nine months ended September 30, 2022, compared to the same period in 2021[154] - Key drivers of the increase include higher service revenues from commodity-based gathering and processing rates, higher gathering volumes (Trace Acquisition), Transco's Leidy South project, higher upstream results, and improved commodity margins[154] - Offsetting factors include a $12 million unfavorable change in net unrealized loss on commodity derivatives, increased intangible asset amortization, and the absence of a $77 million favorable impact from Winter Storm Uri in 2021[154][155] Recent Developments Recent developments include the Trace Acquisition ($972 million) in April 2022, the NorTex Asset Purchase ($424 million) in August 2022, and Northwest Pipeline's FERC rate case settlement filing in August 2022 - Completed the Trace Acquisition of Haynesville Shale region gas gathering assets for $972 million on April 29, 2022[156] - Purchased north Texas natural gas storage facilities and pipelines from NorTex Midstream Holdings, LLC for approximately $424 million on August 31, 2022[157] - Northwest Pipeline filed a FERC rate case settlement agreement on August 26, 2022, establishing new general system firm rates effective January 1, 2023[158] Company Outlook The company's 2022 outlook focuses on earnings and cash flow growth, benefiting from higher commodity prices and volume growth, with growth capital and investment expenditures projected at $1.25 billion to $1.35 billion - The company's strategy is to provide large-scale, reliable, and clean energy infrastructure, connecting supply basins with growing demand for cleaner fuels[160] - Operating results in 2022 are expected to benefit from higher commodity prices, volume growth in Haynesville and Ohio Valley Midstream, Transco expansion projects, and the Trace Acquisition[161] 2022 Capital Expenditures Outlook (Millions) | Category | Amount | | :------------------------------------ | :------------- | | Growth Capital & Investment Expenditures (excluding acquisitions) | $1,250 - $1,350 | | Total Acquisitions (Trace & NorTex) | ~$1,500 | | Funding Source | Cash flow after dividends | - Potential risks include continued negative impacts of COVID-19, opposition to infrastructure projects, counterparty credit risk, unexpected increases in capital expenditures or delays, and general economic downturns[163][164] Expansion Projects The company is pursuing several major expansion projects, including five Transco projects to increase natural gas transportation capacity and the Louisiana Energy Gateway project to gather 1.8 Bcf/d in the Haynesville Shale basin - Regional Energy Access project (Transco) aims to increase capacity by 829 Mdth/d, in service as early as Q4 2024[166] - Southside Reliability Enhancement project (Transco) aims to increase capacity by 423 Mdth/d, in service as early as 2024/2025 winter heating season[167] - Texas to Louisiana Energy Pathway project (Transco) aims to provide 364 Mdth/d of new firm transportation service, in service as early as Q4 2025[168] - Louisiana Energy Gateway project (West) intends to construct new natural gas gathering assets to gather 1.8 Bcf/d in the Haynesville Shale basin, expected in service late 2024[172] Results of Operations This section provides a detailed analysis of the company's consolidated and segment-specific operating results, focusing on revenue drivers, cost changes, and Modified EBITDA performance Consolidated Overview For the three months ended September 30, 2022, total revenues increased by $546 million to $3,021 million, and net income attributable to The Williams Companies, Inc. increased by $435 million to $600 million, primarily due to a favorable change in net gain on commodity derivatives Consolidated Financial Performance (Millions) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | $ Change | % Change | | :----------------------------------------- | :-------------------------- | :-------------------------- | :------- | :------- | | Total Revenues | $3,021 | $2,475 | +546 | +22% | | Net Gain (Loss) on Commodity Derivatives | $16 | $(391) | +407 | NM | | Operating Income (Loss) | $820 | $355 | +465 | +131% | | Net Income (Loss) Attributable to The Williams Companies, Inc. | $600 | $165 | +435 | +264% | Consolidated Financial Performance (Millions) | Metric | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | $ Change | % Change | | :----------------------------------------- | :-------------------------- | :-------------------------- | :------- | :------- | | Total Revenues | $8,035 | $7,370 | +665 | +9% | | Net Gain (Loss) on Commodity Derivatives | $(491) | $(441) | -50 | -11% | | Operating Income (Loss) | $1,946 | $1,694 | +252 | +15% | | Net Income (Loss) Attributable to The Williams Companies, Inc. | $1,380 | $895 | +485 | +54% | - Service revenues increased primarily due to higher gathering rates (favorable commodity prices, contractual escalations), higher gathering volumes (Trace Acquisition), and higher transportation fee revenues (Leidy South expansion)[177][184] - Product sales decreased for the three months due to netting of legacy natural gas marketing revenues with associated costs, but increased for the nine months due to higher marketing sales prices and volumes (Sequent Acquisition), and higher upstream sales[178][186] Period-Over-Period Operating Results - Segments Segment operating performance is evaluated based on Modified EBITDA, with increases in Transmission & Gulf of Mexico, Northeast G&P, and West, and a decrease in Gas & NGL Marketing Services for the nine months ended September 30, 2022 Transmission & Gulf of Mexico For the three months ended September 30, 2022, Modified EBITDA increased by $8 million to $638 million, primarily due to higher service revenues, and by $51 million to $1,987 million for the nine months Transmission & Gulf of Mexico Modified EBITDA (Millions) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Modified EBITDA | $638 | $630 | $1,987 | $1,936 | | Commodity Margins | $10 | $8 | $36 | $23 | - Service revenues increased due to a $43 million increase in Transco's natural gas transportation and storage revenues (Leidy South expansion, higher storage rates) for the three months, and a $134 million increase for the nine months[194][196] - Other segment costs and expenses increased due to higher operating costs (reimbursable electric power, storage), Eminence storage cavern abandonments, and costs associated with the Leidy South expansion project[195][197] Northeast G&P For the three months ended September 30, 2022, Modified EBITDA increased by $22 million to $464 million, driven by higher service revenues and proportional Modified EBITDA from equity-method investments, and by $79 million to $1,332 million for the nine months Northeast G&P Modified EBITDA (Millions) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Modified EBITDA | $464 | $442 | $1,332 | $1,253 | | Commodity Margins | $3 | $(2) | $10 | $1 | - Service revenues increased due to higher gathering and processing volumes and rates at Northeast JV ($16 million for 3 months, $36 million for 9 months) and higher rates at Susquehanna Supply Hub and Utica Shale region[201][202] - Proportional Modified EBITDA of equity-method investments increased at Laurel Mountain due to higher commodity-based gathering rates and MVC revenue[201][203] West For the three months ended September 30, 2022, Modified EBITDA increased by $80 million to $337 million, driven by higher service revenues (Haynesville Shale, Barnett Shale) and proportional Modified EBITDA from equity-method investments, and by $183 million to $885 million for the nine months West Modified EBITDA (Millions) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Modified EBITDA | $337 | $257 | $885 | $702 | | Commodity Margins | $27 | $21 | $75 | $78 | - Service revenues increased by $59 million in Haynesville Shale (Trace Acquisition, higher rates) and $40 million in Barnett Shale (higher rates) for the three months[205] - Service revenues increased by $127 million in Haynesville Shale and $88 million in Barnett Shale for the nine months, driven by higher volumes and commodity pricing[206] - Proportional Modified EBITDA of equity-method investments increased due to higher volumes and commodity prices at RMM and higher volumes at OPPL[206][208] Gas & NGL Marketing Services For the three months ended September 30, 2022, Modified EBITDA increased significantly by $282 million to $20 million, primarily due to the absence of a large net unrealized loss from derivative instruments in 2021, while for nine months, it decreased by $88 million to $(249) million Gas & NGL Marketing Services Modified EBITDA (Millions) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Modified EBITDA | $20 | $(262) | $(249) | $(161) | | Commodity Margins | $39 | $46 | $162 | $154 | - For the three months, the increase in Modified EBITDA was primarily due to the absence of a 2021 net unrealized loss from derivative instruments[211] - For the nine months, commodity margins increased by $8 million, driven by a $56 million increase in natural gas marketing margins (Sequent Acquisition, favorable pricing spreads), partially offset by a $48 million decrease in NGL marketing margins[214][215] - Net unrealized gain (loss) from derivative instruments changed primarily due to the Sequent Acquisition and changes in forward commodity prices relative to hedge positions[215] Other For the three months ended September 30, 2022, Modified EBITDA increased by $102 million to $140 million, primarily due to higher results from upstream operations, and by $193 million to $284 million for the nine months Other Modified EBITDA (Millions) | Metric | 3 Months Ended Sep 30, 2022 | 3 Months Ended Sep 30, 2021 | 9 Months Ended Sep 30, 2022 | 9 Months Ended Sep 30, 2021 | | :------------------------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Modified EBITDA | $140 | $38 | $284 | $91 | | Net Realized Product Sales | $180 | $105 | $418 | $210 | - For the three months, results from upstream operations increased by $105 million, driven by a $75 million increase in Net realized product sales (higher prices, new wells) and a $44 million favorable change in Net unrealized gain (loss) from derivative instruments[217] - For the nine months, results from upstream operations increased by $190 million, driven by a $208 million increase in Net realized product sales (higher prices, new wells, acquisitions) and a $30 million favorable change in Net unrealized gain (loss) from derivative instruments[218] - Other segment costs and expenses increased due to increased scale of upstream operations, higher property and production taxes, and an $11 million charge for loss contingency in Q3 2022[217][218][219] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the company's exposure to market risks, primarily interest rate risk and commodity price risk, detailing the use of derivative contracts and providing Value at Risk (VaR) metrics for trading and hedging activities - The company is exposed to commodity price risk through natural gas and NGL marketing activities and its upstream business, managed with exchange-traded and OTC energy contracts[239] Fair Value of Derivative Contracts Outstanding at Sep 30, 2022 (Millions) | Category | Total Fair Value | 2022 | 2023 | 2024 | 2025 - 2026+ | | :------- | :--------------- | :--- | :--- | :--- | :----------- | | Level 1 | $(51) | $44 | $(93) | $(2) | N/A | | Level 2 | $(663) | $(60) | $(359) | $(244) | N/A | | Level 3 | $(6) | $8 | $(15) | $1 | N/A | | Total | $(720) | $(8) | $(467) | $(245) | N/A | - Value at Risk (VaR) for integrated trading operations averaged $11.1 million for the six months ended September 30, 2022, with a high of $20.6 million and a low of $5.6 million[245] - At September 30, 2022, the VaR associated with derivatives hedging the upstream business and certain gathering and processing contracts was $11 million[245] Item 4. Controls and Procedures This section confirms that the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2022, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2022[247] - No material changes to internal control over financial reporting occurred during the third quarter of 2022[248] Part II. Other Information This part covers legal proceedings, risk factors, equity security sales, other information, and a list of exhibits filed with the Form 10-Q Item 1. Legal Proceedings This section addresses legal proceedings, including environmental matters and other litigation, stating no material effect on consolidated financial position is anticipated from pending environmental proceedings - No material effect on consolidated financial position is anticipated from pending environmental legal proceedings involving governmental authorities[250] - The company is pursuing global resolution with the Department of Justice for alleged Leak Detection and Repair (LDAR) violations at several facilities, which would include a civil penalty and injunctive relief[251] - Additional information on environmental and other litigation is incorporated by reference from Note 11 – Contingent Liabilities[252][253] Item 1A. Risk Factors This section refers to the risk factors detailed in the company's Annual Report on Form 10-K for the year ended December 31, 2021, and subsequent Quarterly Reports on Form 10-Q, stating that these factors have not materially changed - Risk factors have not materially changed since the Annual Report on Form 10-K for the year ended December 31, 2021, as supplemented by subsequent Quarterly Reports on Form 10-Q[254] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports on issuer purchases of equity securities, indicating that 304,281 shares were repurchased in September 2022 as part of a publicly announced stock repurchase program, with $1,491,248,057 remaining under the $1.5 billion authorization Issuer Purchases of Equity Securities (July 1 - Sep 30, 2022) | Period | Total Shares Purchased | Average Price Per Share | Max Value Remaining Under Program | | :------------------------- | :--------------------- | :---------------------- | :-------------------------------- | | July 1 - July 31, 2022 | — | — | $1,500,000,000 | | August 1 - August 31, 2022 | — | — | $1,500,000,000 | | September 1 - September 30, 2022 | 304,281 | $28.76 | $1,491,248,057 | | Total | 304,281 | | | - The company has a stock repurchase program, authorized on September 8, 2021, for up to $1.5 billion of common stock with no expiration date[257] Item 5. Other Information This section details amendments to the company's By-laws, effective October 25, 2022, conforming to recent Delaware law amendments and incorporating updates from the SEC's new 'universal proxy' rules - The Board of Directors approved amendments to the By-laws, effective October 25, 2022[258] - Changes conform to recent amendments to Delaware General Corporation Law, providing greater flexibility for adjourning stockholder meetings and deleting the requirement for a stockholder list during meetings[258] - Updates stem from the SEC's new "universal proxy" rules (Rule 14a-19), enhancing procedural mechanics and disclosure requirements for stockholder nominations and proposals[259] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including merger agreements, certificates of incorporation, by-laws (as amended), executive severance plan, CEO/CFO certifications, and XBRL interactive data files - The exhibits include various legal and corporate documents such as merger agreements, certificates of incorporation, and the amended By-laws[263] - Certifications from the Chief Executive Officer and Chief Financial Officer are included pursuant to the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002[263] - XBRL interactive data files (Instance Document, Taxonomy Extension Schema, Calculation Linkbase, Definition Linkbase, Label Linkbase, Presentation Linkbase, Cover Page Interactive Data File) are furnished[263][265]