What changed in this filing

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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-02-24 · 86 added, 73 removed, 311 unchanged (34% of the section changed)

1 unchanged sentence

Disclosure 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) (Disclosure Controls) will prevent all errors and all fraud.

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.

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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 make modifications as necessary;

our intent in this regard is that the Disclosure Controls will be modified as systems change and conditions warrant.

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

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Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.

As disclosed in Note 3 – Acquisitions of Notes to Consolidated Financial Statements, we acquired Sequent on July 1, 2021, and its total revenues constituted approximately (0.8) percent of total revenues as shown on our consolidated financial statements for the year ended December 31, 2021 (Sequent’s total revenues, excluding net gain (loss) on commodity derivatives, constituted approximately (0.4) percent of total revenues, excluding net gain (loss) on commodity derivatives during that period).

Sequent’s total assets constituted approximately 3.3 percent of total assets as shown on our consolidated financial statements as of December 31, 2021.

We excluded Sequent’s disclosure controls and procedures that are subsumed by its internal control over financial reporting from the scope of management’s assessment of the effectiveness of our disclosure controls and procedures.

This exclusion is in accordance with the guidance issued by the Staff of the Securities and Exchange Commission that an assessment of recent business combinations may be omitted from management’s assessment of internal control over financial reporting for one year following the acquisition.

Changes in Internal Control Over Financial Reporting

There have been no changes during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our Internal Control over Financial Reporting.

Other than as set forth above, there have been no changes during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our Internal Control over Financial Reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a - 15(f) and 15d - 15(f) under the Securities Exchange Act of 1934).

Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of financial statements in accordance with accounting principles generally accepted in the United States.

Our internal control over financial reporting is designed to provide reasonable assurance to our management and board of directors

regarding the preparation and fair presentation of financial statements in accordance with accounting principles generally accepted in the United States.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

4 unchanged sentences

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2021, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessment, we concluded that, as of December 31, 2020, our internal control over financial reporting was effective.

Based on our assessment, which excluded Sequent’s internal control over financial reporting as previously discussed, we concluded that, as of December 31, 2021, our internal control over financial reporting was effective.

Ernst & Young LLP, our independent registered public accounting firm, has audited our internal control over financial reporting, as stated in their report which is included in this Annual Report on Form 10-K.

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in the index at Item 15(a) and our report dated February 24, 2021, expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Sequent Energy Management, L.P.

and Sequent Energy Canada, Corp., which are included in the 2021 consolidated financial statements of the Company and collectively constituted $1,592 million and $11 million of total and net assets, respectively, as of December 31, 2021 and $(86) million and $(131) million of revenues and net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Sequent Energy Management, L.P.

and Sequent Energy Canada, Corp.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and the financial statement schedule listed in the index at Item 15(a) and our report dated February 28, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

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(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

The information regarding our directors and nominees for director required by Item 401 of Regulation S-K will be presented under the heading “Election of Directors” in our definitive proxy statement prepared for the solicitation of proxies in connection with our Annual Meeting of Stockholders to be held April 27, 2021, which shall be filed no later than March 18, 2021 (Proxy Statement), which information is incorporated by reference herein.

The information regarding our directors and nominees for director required by Item 401 of Regulation S-K will be presented under the heading “Corporate Governance and Board Matters” in our definitive proxy statement prepared for the solicitation of proxies in connection with our Annual Meeting of Stockholders to be held April 26, 2022, which shall be filed no later than March 17, 2022 (Proxy Statement), which information is incorporated by reference herein.

Information regarding our executive officers required by Item 401 of Regulation S-K is presented at the end of Part I herein and captioned “Information About Our Executive Officers,” as permitted by General Instruction G(3) and the Instruction to Item 401 of Regulation S-K.

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Executive Compensation

The information required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K regarding executive compensation will be presented under the headings “Compensation Discussion and Analysis,” “Executive Compensation and Other Information,” “Compensation of Directors,” “Compensation and Management Development Committee Report on Executive Compensation,” and “Compensation and Management Development Committee Interlocks and Insider Participation” in our Proxy Statement, which information is incorporated by reference herein.

The information required by Item 402 and paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K regarding executive compensation will be presented under the headings “Compensation Discussion and Analysis,” “Executive Compensation and Other Information,” “Director Compensation,” “Compensation and Management Development Committee Report on Executive Compensation,” and “Compensation and Management Development Committee Interlocks and Insider Participation” in our Proxy Statement, which information is incorporated by reference herein.

Notwithstanding the foregoing, the information provided under the heading “Compensation and Management Development Committee Report on Executive Compensation” in our Proxy Statement is furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information regarding securities authorized for issuance under equity compensation plans required by Item 201(d) of Regulation S-K and the security ownership of certain beneficial owners and management required by Item 403 of Regulation S-K will be presented under the headings “Equity Compensation Stock Plans” and “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement, which information is incorporated by reference herein.

Item 403 of Regulation S-K will be presented under the headings “Equity Compensation Stock Plans” and “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement, which information is incorporated by reference herein.

Certain Relationships and Related Transactions, and Director Independence

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Exhibits and Financial Statement Schedules

Covered by report of independent auditors:

Consolidated statement of operations for each year in the three-year period ended December 31, 2020

Covered by report of independent auditors (PCAOB ID:

Consolidated statement of income for each year in the three-year period ended December 31, 2021

Consolidated statement of comprehensive income (loss) for each year in the three-year period ended December 31, 2021

11 unchanged sentences

001-04174) and incorporated herein by reference).

2.2 — 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.

3 unchanged sentences

001-04174) and incorporated herein by reference).

2.5 — Interest Swap and Purchase Agreement by and among Western Gas Partners, LP, WGR Operating, LP, Delaware Basin JV Gathering LLC, Williams Partners L.P., Williams Midstream Gas Services LLC, and Appalachia Midstream Services, L.L.C., dated February 9, 2017 (filed on February 10, 2017, 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).

2.6 — Membership Interest Purchase Agreement, dated as of April 13, 2017, among Williams Field Services Group, LLC, Williams Partners L.P., Williams Olefins, L.L.C., NOVA Chemicals Inc., and NOVA Chemicals Corporation (filed on August 3, 2017, as Exhibit 2.2 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No.

001-34831) and incorporated herein by reference).

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.

4 unchanged sentences

001-04174) and Incorporated herein by reference).

3.3 — 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.

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).

3.5 — By-laws (filed on January 20, 2017, as Exhibit 3.1 to The Williams Companies Inc.’s current report on Form 8-K (File No.

3.4 — By-laws of The Williams Co mpanies, Inc., as last amended effective July 28, 2021 (filed on August 2, 2021 as Exhibit 3.4 to The Williams Companies Inc.’s quarterly report on Form 10 - Q (File No.

001-04174) and incorporated herein by reference).

46 unchanged sentences

001-04174) and incorporated herein by reference).

4.13 — 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).

4.14 — 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 Form 8-K (File No.

001-04174) and incorporated herein by reference) .

4.15 — Indenture, dated as of February 9, 2010, between Williams Partners L.P.

13 unchanged sentences

001-32599) and incorporated herein by reference).

4.17 — Second Supplemental Indenture, dated as of November 17, 2011, between Williams Partners L.P.

and The Bank of New York Mellon Trust Company, N.A., as trustee (filed November 18, 2011, 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).

4.19 — Third Supplemental Indenture (including Form of 3.35% Senior Notes due 2022), dated as of August 14, 2012, between Williams Partners L.P.

43 unchanged sentences

001-04174) and incorporated herein by reference).

4.35 — Rights Agreement, dated as of March 20, 2020, between The Williams Companies, Inc.

and Computershare Trust Company, N.A., as Rights Agent, which includes the Form of Certificate of Designation of Series C Participating Cumulative Preferred Stock of The Williams Companies, Inc.

as Exhibit A, the Summary of Terms of the Rights Agreement as Exhibit B and the Form of Right Certificate as Exhibit C (filed on March 20, 2020, as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No.

001-04174) and incorporated herein by reference ) .

4.36* — Description of Securities.

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001-04174) and incorporated herein by reference).

10.8§ — Form of 2016 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 22, 2017, as Exhibit 10.18 to The Williams Companies, Inc.’s 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 employees and officers (filed on February 22, 2017, as Exhibit 10.19 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 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers vesting February 22, 2019 (filed on February 22, 2017, as Exhibit 10.20 to The Williams Companies, Inc.’s annual report on Form 10-K (File No.

001-04174) and incorporated herein by reference).

10.8§ — 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.

2 unchanged sentences

001-04174) and incorporated herein by reference).

10.13§ — Form of 2017 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on February 22, 2017, as Exhibit 10.23 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 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.

2 unchanged sentences

001-04174) and incorporated herein by reference).

10.16§ — Form of 2017 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 4, 2017, as Exhibit 10.10 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

001-04174) and incorporated herein by reference).

10.12§ — Form of 2018 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 3, 2018, as Exhibit 10.3 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

6 unchanged sentences

001-04174) and incorporated herein by reference).

10.21§ — Form of 2019 Executive Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 2, 2019, as Exhibit 10.1 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

10.16§ — 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).

10.22§ — Amended Form of 2019 Performance-Base Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 4, 2020, as Exhibit 10.1 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

10.17§ — Amended Form of 2019 Performance-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 4, 2020, as Exhibit 10.1 to The Williams Companies Inc.’s quarterly report on Form 10-Q (File No.

001-04174) and incorporated herein by reference).

10.18§ — Form of Amended 2019 Performance-Based Restricted Stock Unit Agreement between The Williams Companies, Inc.

and certain employees and officers (filed on November 1, 2021, as Exhibit 10.

3 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 2019 Time-Based Restricted Stock Unit Agreement among Williams and certain employees and officers (filed on May 2, 2019, as Exhibit 10.3 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

001-04174) and incorporated herein by reference).

10.20§ — Form of Amended 2019 Time -Based Restricted Stock Unit Agreement between The Williams Companies, Inc.

and certain employees and officers (filed on November 1, 2021, 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).

10.21§ — 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.

3 unchanged sentences

001-04174) and incorporated herein by reference).

10.23§ — Form of Amended 20 20 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).

10.24§ — Form of 2020 Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

1 unchanged sentence

001-04174) and incorporated herein by reference).

10.27§ — Form of 2020 Time- B ased Restricted Stock U nit 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 Form 10-Q (File No.

10.25§ — 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).

10.26§ — Form of 2020 Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain employees and officers .

10.29§* — Form of Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain non-management directors.

10.30§ — The Williams Companies, Inc.

1996 Stock Plan for Nonemployee Directors (filed on March 27, 1996, as Exhibit B to The Williams Companies, Inc.’s Definitive Proxy Statement (File No.

and certain non-management directors (filed on May 4, 2020, 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).

10.31 — The Williams Companies, Inc.

2002 Incentive Plan as amended and restated effective as of January 23, 2004 (filed on August 5, 2004, as Exhibit 10.1 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

10.27§ — Form of Amended 202 1 Time-Based Restricted Stock Unit Agreement between The Williams Companies, Inc.

and certain employees and officers (filed on November 1, 2021, as Exhibit 10.

7 to The Williams Companies, Inc.’s quarterly report on Form 10-Q (File No.

001-04174) and incorporated herein by reference).

10.32§ — Amendment No.

1 to The Williams Companies, Inc.

2002 Incentive Plan (filed on February 25, 2009, as Exhibit 10.11 to The Williams Companies, Inc.’s annual report on Form 10-K (File No.

10.28§ — 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).

10.33§ — Amendment No.

2 to The Williams Companies, Inc.

2002 Incentive Plan (filed on February 25, 2009, as Exhibit 10.12 to The Williams Companies, Inc.’s annual report on Form 10-K (File No.

10.29§ — Form of Amended 202 1 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).

10.30§ — 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 Exhibit 10.

28 to The Williams Companies, Inc.’s Form 10- K (File No.

001-04174) and incorporated herein by reference).

10.31§* — Form of Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain employees and officers.

10.32§ — Form of Time-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain non-management directors (filed on February 24, 2021, as Exhibit 10.2 9 to The Williams Companies, Inc.’s Form 10-K (File No.

001-04174) and incorporated herein by reference).

10.33§* — Form of Performance-Based Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain employees and officers.

10.34§ — 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 incorporate d herein by reference).

001-04174) and incorporated herein by reference).

10.35§ — 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 incorporate d herein by reference) .

001-04174) and incorporated herein by reference) .

10.36§ — The Williams Companies, Inc.

5 unchanged sentences

10.38§ — The Williams Companies, Inc.

2007 Incentive Plan as amended and restated effective July 14, 2016 (filed on February 22, 2017, as Exhibit 10.38 to The Williams Companies, Inc.’s annual report on Form 10-K (File No.

2007 Incentive Plan as amended and restated effective October 26 , 20 21 (filed on Nov ember 1, 2021 , as Exhibit 10.

9 to The Williams Companies, Inc.’s qua rterly report on Form 10- Q (File No.

001-04174) and incorporated herein by reference).

10.39 — Credit Agreement dated as of July 13, 2018, between The Williams Companies, Inc., Northwest Pipeline LLC, and Transcontinental Gas Pipe Line Company, LLC as co-borrowers, the lenders named therein, and Citibank, N.A.

as Administrative Agent (filed on July 17, 2018, as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No.

10.39 — 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).

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T HE W ILLIAMS C OMPANIES , I NC .

Vice President, Controller and

Chief Accounting Officer

Vice President, Chief Accounting Officer and Controller

February 28, 2022

3 unchanged sentences

Armstrong (Principal Executive Officer)

CHANDLER Senior Vice President and Chief Financial Officer February 24, 2021

Chandler (Principal Financial Officer)

PORTER Vice President, Controller and Chief Accounting Officer February 24, 2021

Porter (Principal Accounting Officer)

PORTER Senior Vice President and Chief Financial Officer February 28, 2022

PORTER (Principal Financial Officer)

HAUSMAN Vice President, Chief Accounting Officer and Controller February 28, 2022

Hausman (Principal Accounting Officer)

/s/ STEPHEN W.

5 unchanged sentences

COGUT Director February 28, 2022

/s/ STACEY H.

DORÉ Director February 24, 2021

/s/ MICHAEL A.

CREEL Director February 28, 2022

FULLER Director February 24, 2021

/s/ STACEY H.

Director February 28, 2022

RAGAUSS Director February 28, 2022

Signature Title Date

ROBESON Director February 28, 2022

Signature Title Date

SHEFFIELD Director February 28, 2022

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures