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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-27 · 45 added, 33 removed, 336 unchanged (19% of the section changed)

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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 and Divestitures, we acquired MountainWest on February 14, 2023, and its total revenues constituted approximately 2 percent of total revenues as shown on our consolidated financial statements for the year ended December 31, 2023.

MountainWest’s total assets constituted approximately 3 percent of total assets as shown on our consolidated financial statements as of December 31, 2023.

We also acquired Cureton on November 30, 2023, and its total revenues constituted approximately zero percent of total revenues as shown on our consolidated financial statements for the year ended December 31, 2023.

Cureton’s total assets constituted approximately 1 percent of total assets as shown on our consolidated financial statements as of December 31, 2023.

We excluded MountainWest and Cureton’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 2022 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 2023 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 Exchange Act).

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;

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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 at December 31, 2023, 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, at December 31, 2022, our internal control over financial reporting was effective.

Based on our assessment, which excluded MountainWest and Cureton’s internal control over financial reporting as previously discussed, we concluded that, at December 31, 2023, 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.

Report of Independent Registered Public Accounting Firm

The Stockholders and the Board of Directors of

To the Stockholders and the Board of Directors of

The Williams Companies, Inc.

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

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 MountainWest Pipelines Holding Company or Cureton Front Range, LLC, which are included in the 2023 consolidated financial statements of the Company and constituted three and one percent of total assets, respectively, as of December 31, 2023.

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 MountainWest Pipelines Holding Company or Cureton Front Range, LLC.

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, 2023 and 2022, 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, 2023, and the related notes and the financial statement schedule listed in the index at Item 15(a) and our report dated February 21, 2024 expressed an unqualified opinion thereon.

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Other Information

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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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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INDEX TO EXHIBITS

2.1 — Agreement and Plan of Merger dated as of May 16, 2018, by and among The Williams Companies, Inc., SCMS LLC, Williams Partners L.P., and WPZ GP LLC (filed on May 17, 2018 as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No.

001-04174) and incorporated herein by reference).

2.2 — Amendment No 1.

to Agreement and Plan of Merger dated as of May 1, 2016, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC (filed on May 3, 2016, as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No.

001-04174) and incorporated herein by reference).

2.3 — Agreement and Plan of Merger dated as of September 28, 2015, by and among The Williams Companies, Inc., Energy Transfer Corp LP, Energy Transfer Corp GP, LLC, Energy Transfer Equity, L.P., LE GP, LLC and Energy Transfer Equity GP, LLC (filed on October 1, 2015, as Exhibit 2.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No.

001-04174) and incorporated herein by reference).

3.1 — Amended and Restated Certificate of Incorporation, (filed on May 26, 2010, as Exhibit 3.(i)1 to The Williams Companies Inc.’s current report on Form 8-K (File No.

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001-04174) and incorporated herein by reference).

— S ev enth Supplemental Inden ture, dated as of March 2, 2023, between The Williams Companies, Inc.

and The Bank of New York Mellon Trust Company, N .

, as trustee (filed on Marc h 2, 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 refe rence ) .

— Ei ghth Supplemental Indenture, dated as of August 10 , 2023, between The Williams Companies, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 10 , 2023, as Exhibit 4.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No.

001- 0 4174 ) and incorporated herein by reference ) .

— 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 ) .

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

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001-32599) and incorporated herein by reference).

4.19 — Fourth Supplemental Indenture, dated as of November 15, 2013, between Williams Partners L.P.

and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 18, 2013, 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).

— Fifth Supplemental Indenture, dated as of March 4, 2014, between Williams Partners L.P.

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001-04174) and incorporated herein by reference).

— I ndenture, dated August 17, 1998, between Questar Pipeline Company and Wells Fargo Bank, N.A., as successor trustee (filed on August 17, 1998, as Exhib it 4.01 to the Questar Pipeline Company Registration Statement on Form S-3 (File No.

333-61621) and incorporated herein by reference.

— O fficer ’ s Certificate (including the form of Questar Pipeline Company ’ s 4.875% Senior Notes due 2041) (filed on December 6, 2011, as Exhib it 4.1 to the Questar Pipeline Company current report on Form 8-K ( File No.

001-14147) and incorporated herein by reference) .

— Dominion Energy Questar Pipeline Note Purchase Agreement

— Description of Securities .

— The Williams Companies Amended and Restated Retirement Restoration Plan amended effective as of January 1, 20 24 .

10.2§ — Form of Director and Officer Indemnification Agreement (filed on September 24, 2008, as Exhibit 10.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No.

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001-04174) and incorporated herein by reference).

10.15§ — 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).

10.16§ — 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).

10.17§ — 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).

10.18§ — 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).

— 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.

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— 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 Com panies, Inc.

’ s Form 10-K (File No.001-04174) and incorporated herein by reference).

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).

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

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— 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.001-04 1 74) and incorporated herein by reference.

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.

— F orm of Two-Year Ratable Restricted Stock Unit Agreement amo ng 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 incorporated herein by reference.

— Form of Three -Year Ratable Restricted Stock Unit Agreement among The Williams Companies, Inc.

and certain employees and officers (filed on May 3, 2023, as Exhibit 10.

2 to The Williams Companies, Inc.’s Form 10- Q (File No.

001-04174) and incorporated herein by reference.

— Change in Control and Restrictive Covenant Agreement between certain executive officers (Tier One Executives) and The Williams Companies, Inc.

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23.1* — Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP.

23.2* — Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers 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.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

— The Williams Companies, Inc.

Financial Statement Compensation Recoupment Policy .

101.INS* — XBRL Instance Document.

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Director February 21, 2024

/s/ CARRI LOCKHART

Director February 21, 2024

Carri Lockhart

/s/ RICHARD E.

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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