Williams Companies Inc

Item 1A. Risk Factors

FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENT

FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF

THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

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

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

Levels of dividends to Williams stockholders;

Future credit ratings of WTransco, NWP, and Williams and its affiliates;

Amounts and nature of future capital expenditures;

Expansion and growth of our business and operations;

Expected in-service dates for capital projects;

Financial condition and liquidity;

Business strategy;

Cash flow from operations or results of operations;

Rate case filings;

Seasonality of certain business components;

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

Demand for our services.

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

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

Development and rate of adoption of alternative energy sources;

The impact of existing and future laws and regulations, the regulatory environment, environmental matters, and litigation, as well as ourthe ability and the ability of other energy companies with whom we Williams, Transco, and NWP conduct or seek to conduct business, to obtain necessary permits and approvals, and ourthe ability to achieve favorable rate proceeding outcomes;

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Exposure to the credit risk of our customers and counterparties;

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

Whether we are ableThe ability to successfully identify, evaluate, and timely execute ourn capital projects and investment opportunities;

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

The amount of cash distributions from and capital requirements of ourWilliams investments and joint ventures in which weWilliams participate;

Whether we ws;

The ability of Will be ableiams to effectively execute our n its financing plan;

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

The physical and financial risks associated with climate change;

The impacts of operational and developmental hazards and unforeseen interruptions;

The risks resulting from outbreaks or other public health crises;

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

Acts of terrorism, cybersecurity incidents, and related disruptions;

OurWilliams costs and funding obligations for defined benefit pension plans and other postretirement benefit plans, and Transcos and NWPs allocations regarding the same;

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

Inflation, interest rates, and genertariffs on foreign-made materials and goods (including steel and steel pipes) necessary to conduct business, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);

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

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

Changes in the current geopolitical situation, including the Russian invasion of Ukraine and conflicts in the Middle East including between Israel and Hamas and conflicts involving Iran and its proxy forces;

Changes in U.S. governmental administration and policies;

Whether we areWilliams is able to pay current and expected levels of dividends;

Additional risks described in our filings with theWilliams, Transcos, and NWPs SEC filings.

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

In addition to causing our actual results to differ, the factors listed above and referred to below may cause our Williams, Transcos, and NWPs intentions to change from those statements of intention set forth in this report.

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Such changes in our intentions may also cause our results to differ. We illiams, Transco, and NWP may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.

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Because forward-looking statements involve risks and uncertainties, we caWilliams, Transco, and NWP caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. These factors are described in the following section.

RISK FACTORS 

Summary of Risk Factors

You should carefully consider the following risk factors in addition to the other information in this report. Each of these factors could adversely affect our Williams, Transcos, and NWPs businesses, prospects, financial condition, results of operations, cash flows, and, in some cases, our rreputation. The occurrence of any of such risks could also adversely affect the value of an investment in our securitiessecurities. These factors are summarized below and described in more detail following the summary.

Risks Related to Our Business

The business, operating results, and financial condition of ourWilliams, Transcos, and NWPs natural gas transportation and midstream businesses isare dependent on the continued availability of natural gas supplies in the supply basins thand demand for those supplies in the markets that we access athey serve.

Prices for natural gas, NGLs, oil, and other commodities are volatile, and this volatility has and could continue to adversely affect Williams financial condition, results of operations, cash flows, access to capital, and ability to maintain or grow its business.

Significant prolonged changes in natural gas prices could affect supply and demand for those supplies in tTransco and NWP and cause a reduction in or termination of their long-term transportation and storage contracts or throughput on their systems.

Williams, Transco, and NWP are exposed to the markets we serve.

Our ability to maintain credit risk of customers and counterparties, and credit risk management will not be able to completely eliminate such risk.

Williams, Transco, and NWP face opposition to the operation and expansion of pipelines and facilities from various individuals and groups.

Williams, Transco, and NWP may not be able to grow or effectively manage growth.

The energy industry is highly competitive, and increased competitive pressure could adversely affect Williams, Transcos, and NWPs businesses and operating results.

Williams does not own 100 percent of the equity interests of certain subsidiaries, including the nonconsolidated entities, which may limit its ability to operate and control these subsidiaries. Certain operations, including the nonconsolidated entities, are conducted through arrangements that may limit Williams ability to operate and control these operations.

Williams, Transco, and expand our natural gas tNWP may not be able to replace, extend, or add additional customer contracts or contracted volumes on favorable terms, or at all, as applicable, which could affect Williams, Transportation and midstream scos, and NWPs financial condition and ability to grow, as well as the amount of cash available to Williams to pay dividends.

Certain of Williams, Transcos, and NWPs natural gas pipeline services are subject to long-term, fixed-price contracts that are not subject to adjustment, even if the cost to perform such services exceeds the revenues received from such contracts.

Some of Williams, Transcos, and NWPs businesses deare exposed to supplier concentration risks arising from depends on the level oence on a single or a limited number of suppliers.

Transco and NWP depend on certain key customers for a significant portion of their revenues. The loss of any of these key customers or the loss of any contracted volumes could result in a decline in Transcos and NWPs respective businesses.

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Failure of drillingservice providers or disruptions to outsourcing relationships might negatively impact Williams, Transcos, and NWPs ability to conduct business.

An impairment of Williams assets, including property, plant, and production predominantlequipment, intangible assets, and/or equity-method investments, could reduce Williams earnings.

Increasing scrutiny and changing expectations from stakeholders with respect to environmental, social and governance practices may impose additional costs or risks.

Williams, Transco, and NWP may by third partiese subject to physical and financial risks associated with climate change.

Williams, Transcos, and NWPs operations are subject to operational hazards that might result in our suppunforeseen interruptions.

Williams, Transcos, and NWPs assets and operations, as well as their customers assets and operations, can be adversely basins. Producaffected by weather and other natural phenomena.

Williams, Transcos, and NWPs businesses could be negatively impacted by acts of terrorism and related disruptions.

A breach of information from existing wells and naturatechnology infrastructure, including a breach caused by a cybersecurity attack on Williams, Transco, or NWP, or the third parties with whom they are interconnected, may interfere with the safe operation of assets, result in the disclosure of personal or proprietary information, and cause reputational harm.

If third-party pipelines and other facilities interconnected to Williams, Transcos, and NWPs pipelines and facilities become unavailable to transport natural gas supply basins with access to our pipeline and gatherand NGLs or to treat natural gas, as applicable, Williams, Transcos, and NWPs revenues could be adversely affected.

Williams operating results for certain components of its business might fluctuate on a seasonal basis.

Williams, Transco, and NWP do not own all of the land on which their pipelines and facilities are located, which could disrupt operations.

Williams business could be negatively impacted as a result of stockholder activism.

Williams costs and funding obligations for defined benefit pension plans and other postretirement benefit plans, and Transcos and NWPs allocations regarding systethe same, are affected by factors beyond Williams wcontrol.

Risks Related to Financing

A downgrade of Will naturally decline over time. Tiams, Transcos, and NWPs credit ratings, which are determined outside of their control by independent third parties, could impact liquidity, access to capital, and costs of doing business, and the ability of Transco and NWP to obtain credit in the future could be affected by Williams credit ratings.

Difficult conditions in the global financial markets and the economy in general could negatively affect Williams, Transcos, and NWPs businesses and results of operations.

Restrictions in Williams, Transcos, and NWPs debt agreements and the amount of naturindebtedness may affect future financial gas and operating flexibility.

Changes to intereserves underlying t rates or increases in interest rates could adversely impact Williams, Transcos, and NWPs access to credit, share price and ability to issue securities or incur debt for acquisitions or othese existing wells may also r purposes, as applicable, and Williams ability to make cash dividends at intended levels.

Williams hedging activities might not be effective and could increase the volatility of Williams results.

Access to capital could be less thanaffected by financial institutions policies concerning fossil-fuel related businesses.

Williams can exercise substantial control over Transcos anticipatedd NWPs distribution policies, businesses and operations and may do so in a manner that is adverse to Transcos and NWPs interests.

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Risks Related to Regulations

The operation of Williams, and the rate at which productTranscos, and NWPs businesses might be adversely affected by regulatory proceedings, changes in government regulations or in their interpretation or implementation, or the introduction of new laws or regulations applicable to Williams, Transcos, and NWPs businesses or customers.

The natural gas sales, transportation from , and storage operations of Williams, Transcos, and NWPs natural gas pipelines are subject to regulation by the FERC, which could have an adverse impact on thesir ability to establish transportation and storage reserves declines may be greater tates that would allow them to recover the full cost of operating their respective pipelines and storage assets, including a reasonable rate of return.

Williams, Transcos, and NWPs operations are subject to environmental laws and regulations, including laws and regulations relating to climate change anticipated. We do not obtain independent evalud greenhouse gas emissions, which may expose them to significant costs, liabilities, and expenditures that could exceed expectations.

General Risk Factors

Williams, Transco, and NWP do not insure against all potential risks and losses and could be seriously harmed by unexpected liabilities or by the inability of insurers to satisfy claims.

Failure to attract and retain an appropriately qualified workforce could negatively impact Williams, Transcos, and NWPs results of operations.

Holders of Williams common stock may not receive dividends in the amount expected or any dividends.

Risk Factors

Risks Related to Business

The business, operations ong results, and financial condition of Williams, Transcos, and NWPs natural gas transportation and midstream businesses are dependent on the continued availability of natural gas reserves connected to our systemssupplies in the supply basins and demand for those supplies in the markets that they serve.

The ability of Williams, Transco, and NWP to maintain and expand their natural gas transportation and midstream businesses depends on the level of drilling and production, predominantly by third parties, in the supply basins near Williams, Transcos, and processing facilities. AccordNWPs pipelines and gathering systems. Production from existing wells and natural gas supply basins with access to Williams, Transcos, and NWPs pipeline and gathering systems will naturally decline over time. The amount of natural gas reserves underlyingly, we do not h these existing wells may also be less than anticipated, and the rate at which production from these reserves declines may be greater than anticipated. Williams, Transco, and NWP do not obtain independent evaluations of natural gas reserves, and thus, do not have independent estimates of total reserves dedicated to our systems or t, or the anticipated life of such reservreserves connected to, Williams, Transcos, and NWPs systems and processing facilities. In addition, low prices for natural gas, regulatory limitations, including permitting and environmental regulations, or the lack of available capital have, and may continue to, adversely affect the development and production of existing or additional natural gas reserves and, the installation of gathering, storage, and pipeline transportation facilities. T, and the import and export of natural gas supplies may also be affected by such conditions. Lors. Localized low natural gas prices in one or more of ourthe existing supply basins,  connected to Williams, Transco, or NWP, whether caused by a lack of infrastructure or otherwise, could also result in depressed natural gas production in such basins and limit the supply of natural gas made available to us. The competition for natural gas supplies to serve other markets could also reduce the amount of natural gas supply for our customers. A failure to obtain access to sufficient natural gas supplies will adversely impact ourWilliams, Transcos, and NWPs ability to maximize the capacities of outheir gathering, transportation, and processing facilities, as applicable.

Demand for our sWilliams, Transcos, and NWPs services is dependent on the demand for gas in the markets we serve. Aserved. Demand for natural gas can be affected by weather, future industrial and economic conditions, fuel conservation measures, alternative fuel sources such as electricity, coal, fuel oils, or nuclear energy, as well as technological advances and renewable sources ofin fuel economy, energy, could reduce dem generation, and for natural gas in renewable sour markets and have an adverse effect on our business. Gces of energy, and governmentally imposed constraints, such as prohibitions on natural gas hookups in newly constructed buildings and the recently announced permit freeze for new LNG export projects, could also artificially limit new dem, all of which are matters beyond Williams, Transcos, and for natural gas.

NWPs control.

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A failure to obtain access to sufficient natural gas supplies or a reduction in demand for our services in the markets we serve cod by Williams, Transco, and NWP could result in impairments of ourWilliams assets and have a material adverse effect on our Williams, Transcos, and NWPs businesses, financial condition, results of operations, and cash flows.

Prices for natural gas, NGLs, oil, and other commodities, are volatile, and this volatility has and could continue to adversely affect ourWilliams financial condition, results of operations, cash flows, access to capital, and ability to maintain or grow ourits businesses.

Our.

Williams revenues, operating results, future rate of growth, and the value of certain components of ourits businesses depend primarily upon the prices of natural gas, NGLs, oil, or other commodities, and the differences between prices of these commodities, and could be materially adversely affected by an extended period of low commodity prices, or a decline in commodity prices. Price volatility has and could continue to impact both the amount weWilliams receives for our products and services and the volume of products and services we sellsold. Prices affect the amount of cash flow available for capital expenditures and ourWilliams ability to borrow money or raise additional capital. Price volatility has had, and could continue to have, an adverse effect on ourWilliams business, results of operations, financial condition, and cash flows.

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The markets for natural gas, NGLs, oil, and other commodities are likely to continue to be volatile. Wide fluctuations in prices might result from one or more factors beyond ourWilliams control, including:

Imbalances in supply and demand whether rising from worldwide or domestic supplies of and demand for natural gas, NGLs, oil, and related commodities;

Geopolitical turmoil in the Middle East, Eastern Europe, and other producing regions;

The activities of OPEC and other countries, whether acting independently of or informally aligned with OPEC, which have significant oil, natural gas, or other commodity production capabilities, including Russia;

The level of consumer demand;

The price and availability of other types of fuels or feedstocks;

The availability of pipeline capacity;

Supply disruptions, including plant outages and transportation disruptions;

The price and quantity of foreign imports and domestic exports of natural gas and oil;

Domestic and foreign governmental regulations and taxes; and

The credit of participants in the markets where products are bought and sold.

We are exposed to Significant prolonged changes in natural gas prices could affect supply and demand for Transco and NWP and cause a reduction in or termination of the credit risk of our customers and counterparties, and our credir long-term transportation and storage contracts or throughput on their systems.

Higher natural gas prices over the long term could result in a decline in the demand for natural gas and, therefore, in Transcos and NWPs long-term transportation and storage contracts or throughput on their systems. Also, lower natural gas prices over the long term could result in a decline in the production of natural gas, resulting in reduced contracts or throughput on their systems. As a result, significant prolonged changes in natural gas prices could have a material adverse effect on Transcos and NWPs businesses, financial condition, results of operations, and cash flows.

Williams, Transco, and NWP are exposed to the credit risk of customers and counterparties, and credit risk management will not be able to completely eliminate such risk.

Weilliams, Transco, and NWP are subject to the risk of loss resulting from nonpayment and/or nonperformance by our customers and counterparties in the ordinary course of our business. Generally, our Williams, Transcos, and NWPs customers are rated investment grade, are otherwise considered creditworthy, are required to make prepayments or provide security to satisfy credit concerns, or are dependent upon uWilliams, Transco or NWP, in some cases without a readily available alternative, to provide necessary services. However, our Williams, Transcos, and NWPs credit

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procedures and policies cannot completely eliminate customer and counterparty credit risk. Our Williams, Transcos, and NWPs customers and counterparties include industrial customers, local distribution companies, natural gas producers, and marketers whose creditworthiness may be suddenly and disparately impacted by, among other factors, commodity price volatility, deteriorating energy market conditions, and public and regulatory opposition to energy producing activities. In a low commodity price environment, certain of our customers have been or could be negatively impacted, causing them significant economic stress resulting, in some cases, in a customer bankruptcy filing or an effort to renegotiate our contracts. To the extent one or more of ourWilliams, Transcos, or NWPs key customers commences bankruptcy proceedings, ourthe contracts with such customers may be subject to rejection under applicable provisions of the United States Bankruptcy Code or, if we so agree,  may be renegotiated. Further, during any such bankruptcy proceeding, prior to assumption, rejection, or renegotiation of such contracts, the bankruptcy court may temporarily authorize the payment of value for our services less than contractually required, which could have a material adverse effect on ourWilliams, Transcos, and NWPs businesses, results of operations, cash flows, and financial condition. If we Williams, Transco, and NWP fail to adequately assess the creditworthiness of existing or future customers and counterparties or otherwise do not take sufficient mitigating actions, including obtaining sufficient collateral, deterioration in their creditworthiness and any resulting increase in nonpayment and/or nonperformance by them could cause us Williams, Transco, or NWP to write down or write off accounts receivable. Such write-downs or write-offs could negatively affect our Williams, Transcos, or NWPs operating results for the period in which they occur, and, if significant, could have a material adverse effect on our Williams, Transcos, or NWPs businesses, financial condition, results of operations, and cash flows.

Weilliams, Transco, and NWP face opposition to the operation and expansion of our pipelines and facilities from various individuals and groups.

We illiams, Transco, and NWP have experienced, and we anticipate that we will continueing to face, opposition to the operation and expansion of our pipelines and facilities from governmental officials, environmental groups, landowners, tribal groups, local groups, and other advocates. In some instances, we Williams, Transco, and NWP encounter opposition that disfavors hydrocarbon-based energy supplies regardless of practical implementation or financial considerations. Opposition to our operation and expansion can take many forms, including the delay or denial of required governmental permits, organized protests, attempts to block or sabotage our operations, intervention in regulatory or administrative proceedings involving our

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assets, or lawsuits or other actions designed to prevent, disrupt, or delay the operation or expansion of our assets and business. In addition, acts of sabotage or eco-terrorism could cause significant damage or injury to people, property, or the environment or lead to extended interruptions of our operations. Any such event that delays or prevents the expansion of ourWilliams, Transcos, or NWPs businesses, that interrupts the revenues generated by our operations, or whichthat causes us to make ssignificant expenditures not covered by insurance, could adversely affect our Williams, Transcos, and NWPs financial condition and results of operations.

WeWilliams, Transco, and NWP may not be able to grow or effectively manage our growth.

As part of ourWilliams growth strategy, weWilliams considers acquisition opportunities and engage in significant. Suitable acquisition capital projects. We have both a project lifecycndidates or assets may not be available on terms and conditions Williams finds acceptable process and an investment evaluaor, where multiple parties are trying to acquire an acquisition process. These are processes we uscandidate or assets, Williams may not be chosen as the acquirer. If Williams is able to identify, evaluate, and execute onacquire a targeted business, Williams may not be able to successfully integrate the acquisition opportunitired businesses and capital projects. We may not always have sufficientrealize anticipated benefits in a timely manner.

Additionally, as part of Williams, Transcos, and accu NWPs growth strate information to identifygy, Williams, Transco, and NWP engage in significant capital projects and value potential opportunitieshave both a project lifecycle process and risks or our an investment evaluation process may be incomplete or flawed. Regarding pot. These are the processes used to idential acquisitions, sufy, evaluate, and execute on capitable acquisition cl projects, andidates or assets may not be available  the investment evaluation terms and conditions we find acceptable or, where multiple parties are trying to acquire aprocess is used by Williams to identify, evaluate, and execute on acquisition candidate or assets, we s. Williams, Transco, and NWP may not be chosen as the acquirer. If we are ablealways have sufficient and accurate information to acquire a targeted business, we may not be able to successfully integrateidentify and value potential opportunities and risks or the acquired businesses and realize anticipated benefitsinvestment evaluation process may be in a timely manner.

Our gcomplete or flawed. Growth may also be dependent upon the construction of new natural gas gathering, transportation, compression, processing, or treating pipelines and facilities, NGL transportation, or fractionation or storage facilities as well as the expansion of existing facilities. Additional risks associated with construction may include the inability to obtain rights-of-way, skilled labor, equipment, materials, permits, and other required inputs in a timely manner such that projects are completed, on time or at all, and the risk that construction cost overruns, including due to inflation or the imposition of tariffs on foreign-made materials and

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goods (including steel and steel pipes) necessary to conduct business, could cause total project costs to exceed budgeted costs. Additional risks associated with growing ourthe business include, among others, that:

Changing circumstances and deviations in variables could negatively impact ourthe investment analysis, including our projections of revenues, earnings, and cash flow relating to potential investment targets, resulting in outcomes that are materially different than anticipated;

Weilliams, Transco, or NWP could be required to contribute additional capital to support acquired businesses or assets, and we Williams, Transco, or NWP may assume liabilities that were not disclosed to us, that , exceed our estimates and for which contractual protections are either unavailable or prove inadequate;

Acquisitions could disrupt our ongoing business, distract management, divert financial and operational resources from existing operations, and make it difficult to maintain our current business standards, controls, and procedures;

Acquisitions and capital projects may require substantial new capital, including the issuance of debt or equity, and weWilliams, Transco, or NWP may not be able to access credit or capital markets or obtain acceptable terms.

If realized, any of these risks could have an adverse impact on ourWilliams, Transcos, and NWPs financial condition, results of operations, including the possible impairment of our assets, or cash flows.

OurThe energy industry is highly competitive, and increased competitive pressure could adversely affect our Williams, Transcos, and NWPs businesses and operating results.

Weilliams haves numerous competitors in all aspects of ourits businesses, and additional competitors may enter ourits markets. Any current or future competitor that delivers natural gas, NGLs, or other commodities into the areas that weWilliams operates could offer transportation services that are more desirable to shippers than those weWilliams provides because of price, location, facilities, or other factors. In addition, current or potential competitors may make strategic acquisitions or have greater financial resources than we do, which could affect ourWilliams ability to make strategic investments or acquisitions. Our cCompetitors may be able to respond more quickly to new laws or regulations or emerging technologies or to devote greater resources to the construction, expansion, or refurbishment of their facilities than we can. Further, natural gas also competes with other forms of energy available to customers, including electricity, coal, fuel oils, and other alternative energy sources. Failure to successfully compete against current and future competitors could have a material adverse effect on ourWilliams business, results of operations, financial condition, and cash flows.

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Similarly, Transco and NWe do not own 100 percentP compete primarily with other interstate pipelines and storage facilities in the transportation and storage of natural gas. The principal elements of the equcompetition among interstate natural gas transportation and storage assets are rates, terms of service, access to natural gas supplies, flexibility interests of certain subsidiaries, and reliability. Although most of Transcos and NWPs current capacity is fully contracted, the FERC has taken certain actions to strengthen market forces in the interstate natural gas pipeline industry that have led to increased competition throughout the industry. Similarly, a highly liquid competitive commodity market in natural gas, and increasingly competitive markets for natural gas services, including the Nonconsolidated Entities, whichcompetitive secondary markets in pipeline capacity, have developed. As a result, pipeline capacity is being used more efficiently, and peaking and storage services are increasingly effective substitutes for annual pipeline capacity. As a result, Transco and NWP could experience some turnback of firm capacity as the primary terms of existing agreements expire. If Transco and NWP are unable to remarket this capacity or can remarket it only at substantially discounted rates compared to previous contracts, they or their remaining customers, may limit ou have to bear the costs associated with the turned back capacity. Moreover, Williams and its other affiliates may not be limited in their ability to operate and control thecompete with Transco and NWP.

Additionally, some of Transcos and NWPs competitors may have greater financial resources and access to greater supplies of natural gas than they do. Some of these subsidiarcompetitors may expand or construct transportation and storage systems that would create additional competition for natural gas supplies. Certain operations, including the Non or the services provided to customers. In a number of key markets, interstate pipelines are now facing competitive pressure from other major pipeline systems, enabling local distribution companies and end users to choose a transmission provider based on consolidated Eiderations other than location. Other entities could construct new pipelines or expand existing pipelines that could potentities, are conducally serve the same markets as Transcos and NWPs pipeline systems. Any such new pipelines could

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offer ted through arrangements that may limit our abiliransportation services that are more desirable to shippers because of locations, facilities, or other factors. These new pipelines could charge rates or provide service to locations that would result in greater net profit for shippers and producers, and thereby force Transco and NWP to lower the rates charged for service on their pipelines to extend existing transportation service agreements or to attract new customers. Transco and NWP are aware of proposals by competitors to expand pipeline capacity to operate and control these operations.

The in certain markets Transco and NWP also serve, which, if the proposed projects proceed, could increase the competitive pressure upon Transco and NWP. Transco and NWP may not be able to successfully compete against current and future competitors and any failure to do so could have a material adverse effect on Transcos and NWPs businesses, financial condition, results of operations of our current, and cash flows.

Williams does not own 100 percent of the equity interests of certain subsidiaries, including the non-wholly-ownedconsolidated entities, which may limit its ability to operate and control these subsidiaries. Certain operations, including the Nnonconsolidated Eentities, are conducted in accothrough arrangements that may limit Williams ability to operate and control these operations.

The operations of Williams current non-wholly owned subsidiaries are conducted in accordance with their organizational documents. Weilliams anticipates that weit will enter into more such arrangements, including through new joint venture structures or new Nonconsolidated Entities. We . Williams may have limited operational flexibility in such current and future arrangements, and we may not be able to control the timing or amount of cash distributions received. In certain cases:

Weilliams cannot control the amount of cash reserves determined to be necessary to operate the business, which reduces cash available for distributions;

Weilliams cannot control the amount of capital expenditures that we areit is required to fund, and we are Williams is dependent on third parties to fund their required share of capital expenditures;

Weilliams may be subject to restrictions or limitations on ourits ability to sell or transfer ourits interests in the jointly owned assets;

Weilliams may be forced to offer rights of participation to other joint venture participants in the area of mutual interest;

Weilliams haves limited ability to influence or control certain day to day activities affecting the operations;

We and

Williams may have additional obligations, such as required capital contributions, that are important to the success of the operations.

In addition, conflicts of interest may arise between uWilliams, on the one hand, and other interest owners, on the other hand. If such conflicts of interest arise, weWilliams may not have the ability to control the outcome with respect to the matter in question. Disputes between uWilliams and other interest owners may also result in delays, litigation, or operational impasses.

The risks described above or the failure to continue such arrangements could adversely affect ourWilliams ability to conduct the operations that are the subject of such arrangements which could, in turn, negatively affect ourWilliams business, growth strategy, financial condition, and results of operations.

We illiams, Transco, and NWP may not be able to replace, extend, or add additional customer contracts or contracted volumes on favorable terms, or at all, as applicable, which could affect our Williams, Transcos, and NWPs financial condition, n and ability to grow, as well as the amount of cash available to Williams to pay dividends, and our ability to grow.

We.

Williams, Transco, and NWP rely on a limited number of customers and producers for a significant portion of our rrevenues and supply of natural gas and NGLs, as applicable. Although many of ourWilliams, Transcos, and NWPs customers and suppliers are subject to long-term contracts, if weWilliams, Transco, and NWP are unable to replace or extend such contracts, add additional customers, or otherwise increase the contracted volumes of natural gas provided to usit by current producers, in each case on favorable terms, if at all, ourWilliams, Transcos, and NWPs businesses, financial condition, results of operations, and cash flows, as well as Williams growth plans, and the amount of cash available to pay dividends could be amaterially adversely affected.

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Williams, Our aTranscos, and NWPs ability to replace, extend, or add additional customer or supplier contracts, or increase contracted volumes of natural gas from current producers, on favorable terms, or at all, is subject to a number of factors, some of which are beyond outheir control, including:

The level of existing and new competition in ourWilliams, Transcos, and NWPs businesses or from alternative sources, such as electricity, renewable resources, coal, fuel oils, or nuclear energy;

Natural gasGeneral economic, financial markets, and industry conditions;

The effects of regulation on Williams, Transco, and NGL priceWP, their customers, demandand their contracting practices;

Williams, Transcos, availabind NWPs ability to understand their customers expectations, efficiently and reliably deliver high quality services, and margins in our meffectively manage customer relationships. The results of these efforts will impact Williams, Transcos, and NWPs reputation and positioning in the market.

In addition, Williams markets are affected by natural gas and NGL prices, demand, availability, and margins. Higher prices for energy commodities related to ourWilliams businesses could result in a decline in the demand for those commodities and, therefore, in customer contracts or throughput on ourthe pipeline systems. Also, lLower energy commodity prices could negatively impact ourthe ability to maintain or achieve favorable contractual terms, including pricing, and could also result in a decline in the production of energy commodities resulting in reduced customer contracts, supply contracts, and throughput on ourthe pipeline systems;

General economic, financial markets, and industry conditions;

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The e.

Certain offects of regulation on us, our customers, and our contracting practices;

Our ability to understand our customers expectations, efficiently and reliably deliver high quality service Williams, Transcos, and effectively manage customer relationships. The results of these efforts will impact our reputation and positioning in the market.

Certain of our gaNWPs natural gas pipeline services are subject to long-term, fixed-price contracts that are not subject to adjustment, even if ourthe cost to perform such services exceeds the revenues received from such contracts.

OurWilliams, Transcos, and NWPs natural gas pipelines provide some services pursuant to long-term, fixed-price contracts. It is possible that costs to perform services under such contracts will exceed the revenues our pipelines collect for their servicested. Although other services are priced at cost-based rates that are subject to adjustment in rate cases, under FERC policy, a regulated service provider and a customer may mutually agree to sign a contract for service at a negotiated rate that may be above or below the FERC regulated cost-based rate for that service. These negotiated rate contracts are not generally subject to adjustment for increased costs that could be produced by inflation or other factors relating to the specific facilities being used to perform the services.

Some of our businesses are exposed to supplier Further, the costs of testing, maintaining, or repairing regulated facilities for Williams, Transco, and NWP may exceed Williams, Transcos and NWPs expectations, and the FERC may not allow, or competition in the markets may prevent, recovery of such costs in the rates charged for applicable services at Williams, Transcos, and NWPs regulated pipelines and facilities. Williams, Transco and NWP have experienced and could experience in the future unexpected leaks or ruptures on their regulated natural gas pipeline systems or storage facilities. Either as a preventative measure or in response to a leak or another issue, Williams, Transco and NWP could be required by regulatory authorities to test or undertake modifications to their regulated systems. If the cost of testing, maintaining, or repairing regulated facilities exceeds expectations, and the FERC does not allow recovery, or competition in the markets prevents recovering such costs in the rates charged for Williams, Transcos and NWPs regulated services, such costs could have a material adverse impact on Williams, Transcos and NWPs businesses, financial condition, results of operation, and cash flows.

Some of Williams, Transcos, and NWPs businesses are exposed to supplier concentration risks arising from dependence on a single or a limited number of suppliers.

Some of our Williams, Transcos, and NWPs businesses may be dependent on a small number of suppliers for the delivery of critical goods or services. If a supplier on which one of ourthe businesses depends were to fail to timely supply required goods and services, such business may not be able to replace such goods and services in a timely manner or otherwise on favorable terms or at all. If ourWilliams, Transcos, and NWPs business isses are unable to adequately diversify or otherwise mitigate such supplier concentration risks, and such risks were realized, such businesses could be subject to reduced revenues and increased expenses, which could have a material adverse effect on our Williams, Transcos, and NWPs financial condition, results of operations, and cash flows.

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Transco and NWP depend on certain key customers for a significailure of our service providernt portion of their revenues. The loss of any of these key customers or the loss of any contracted volumes could result in a decline in Transcos and NWPs respective businesses.

Transco and NWP rely on a limited number of customers for a significant portion of their revenues. Although some of these customers are subject to long-term contracts, Transco and NWP may be unable to negotiate extensions or replacements of these contracts on favorable terms, or at all. For the year ended December 31, 2024, Transcos largest customer was Dominion Energy, Inc., which accounted for approximately 7 percent of its operating revenue, and NWPs largest customer was Puget Sound Energy, Inc., which accounted for approximately 31 percent of its or disrupperating revenue. The loss of all, or even a portion of, the revenues from contracted volumes supplied by Transcos and NWPs key customers, as a result of competitions to our outsourcin, creditworthiness, inability to negotiate extensions or replacements of contracts, or otherwise, could have a material adverse effect on their businesses, financial condition, results of operations, and cash flows. For more information regarding Transcos and NWPs customer revenues, please read Note 16 Fair Value Measurements, Guarantees, and Concentration of Credit Risk.

Failure of service providers or disruptions to outsourcing relationships might negatively impact ourWilliams, Transcos, and NWPs ability to conduct outheir businesses.

CTransco and NWP rely on Williams and other third parties for certain of our aservices necessary for Transco and NWP to be able to conduct business. Certain of Williams accounting and information technology services , which are relied upon by Transco and NWP, are currently provided by third-party vendors, and sometimes from service centers outside of the United States. Services provided pursuant to these arrangements could be disrupted. Similarly, the expiration of agreements associated with such arrangements or the transition of services between providers could lead to loss of institutional knowledge or service disruptions. Our reWilliams reliance on others as service providers, and Transcos and NWPs reliance on oWilliams reliance on others as service providers, could have a material adverse effect on ourWilliams, Transcos, and NWPs businesses, financial condition, results of operations, and cash flows.

An impairment of ourWilliams assets, including property, plant, and equipment, intangible assets, and/or equity-method investments, could reduce ourWilliams earnings.

GAAP requires uWilliams to test certain assets for impairment on either an annual basis or when events or circumstances occur which indicate that the carrying value of such assets might be impaired. The outcome of such testing could result in impairments of ourWilliams assets including our property, plant, and equipment, intangible assets, and/ or equity-method investments. Additionally, any asset monetizations could result in impairments if any assets are sold or otherwise exchanged for amounts less than their carrying value. If weWilliams determines that an impairment has occurred, weWilliams would be required to take an immediate noncash charge to earnings.

Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional rir risks.

Companies across all industries are facing increasing scrutiny from stakeholders related to their environmental, social and governance (ESG) practices. Investor advocacy groups, institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. Regardless of the industry, investors increased focus and activism related to ESG (as proponents or opponents) and similar matters may hinder access to capital, as investors may decide to reallocate capital or to not commit capital as a result of their assessment of a companys ESG practices. Companies that do not adapt to or comply with investor or other stakeholder expectations and standards, which are evolving, or that are perceived to have not responded appropriately to the growing concern for

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ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

We illiams, Transco, and NWP face pressures from outheir stockakeholders, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint, and promote sustainability. OurWilliams stockholders may require uWilliams to implement ESG procedures or standards in order to continue engaging with uWilliams, to remain invested in usWilliams, or before they may make further investments in uWilliams. Additionally, weWilliams, Transco, and NWP may face reputational challenges in the event outheir ESG procedures or standards do not meet the standards set by certain constituencies. We adilliams, Transco, and NWP adopted certain practices as highlighted in ourWilliams 202223 Sustainability Report, including with respect to air emissions, biodiversity and land use, climate

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change, and environmental stewardship. It is possible, however, that our stockWilliams, Transcos, and NWPs stakeholders might not be satisfied with ourthese sustainability efforts or the speed of their adoption. If weWilliams, Transco and NWP do not meet our stockstakeholders expectations, our Williams, Transcos, and NWPs businesses, ability to access capital, and/or ourWilliams stock price could be harmed. 

Additionally, adverse effects upon the oil and gas industry related to the worldwide social and political environments, including uncertainty or instability resulting from climate change, changes in political leadership and environmental policies, changes in geopolitical-social views toward fossil fuels and renewable energy, concern about the environmental impact of climate change, and investors expectations regarding ESG matters, may also adversely affect demand for ourWilliams, Transcos, and NWPs services. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our Williams, Transcos, and NWPs businesses.

The occurrence of any of the foregoing could have a material adverse effect on the price of ourWilliams stock and our Williams, Transcos, and NWPs businesses and financial condition.

We illiams, Transco, and NWP may be subject to physical and financial risks associated with climate change.

The threat of global climate change may create physical and financial risks to our Williams, Transcos, and NWPs businesses. Energy needs vary with weather conditions. To the extent weather conditions may be affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increased energy use due to weather changes may require us Williams, Transco, and NWP to invest in more pipelines and other infrastructure to serve increased demand. A decrease in energy use due to weather changes may affect our Williams, Transcos, and NWPs financial condition through decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions. Weather conditions outside of our Williams, Transcos, and NWPs operating territory could also have an impact on outheir revenues. To the extent the frequency of extreme weather events increases, this could increase ourthe cost of providing service. We illiams, Transco, and NWP may not be able to pass on the higher costs to our customers or recover all costs related to mitigating these physical risks. 

Additionally, many climate models indicate that global warming is likely to result in rising sea levels and increased frequency and severity of weather events, which may lead to higher insurance costs, or a decrease in available coverage, for ourWilliams, Transcos, and NWPs assets in areas subject to severe weather. These climate-related changes could damage our physical assets, especially operations located in low-lying areas near coasts and river banks, and facilities situated in hurricane-prone and rain-susceptible regions.

To the extent financial markets view climate change and greenhouse gas (GHG) emissions as a financial risk, this could negatively impact our Williams, Transcos, and NWPs cost of and access to capital. Climate change and GHG regulation could also reduce demand for our sWilliams, Transcos, and NWPs services. OurThe business could also be affected by the potential for lawsuits against GHG emitters, based on links drawn between GHG emissions and climate change. 

Our

Williams, Transcos, and NWPs operations are subject to operational risks and hazards and that might result in accidents and unforeseen interruptions.

There are operational risks assand hazards associated with the gathering, transporting, storage, processing, and treating of natural gas, the fractionation, transportation, and storage of NGLs, and crude oil transportation and production handling, including:

Aging infrastructure and mechanical problems;

Damages to pipelines and pipeline blockages or other pipeline interruptions;

Uncontrolled releases of natural gas (including sour gas), NGLs, crude oil, or other products;

Collapse or failure of storage cfacilities or caverns;

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, as applicable;

Operator error;

Damage caused by third-party activity, such as operation of construction equipment;

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Pollution and other environmental risks;

Fires, explosions, craterings, and blowouts;

Security risks, including cybersecurity;

Operating in a marine environment, as applicable.

Any of these risks could result in loss of human life, personal injuries, significant damage to property, environmental pollution, impairment of our operations, loss of services to our customers, reputational damage, and substantial losses to usWilliams, Transco, and NWP. The location of certain segments of our Williams, Transcos, and NWPs facilities in or near populated areas, including residential areas, commercial business centers, and industrial sites, could increase the level of damages resulting from these risks. An event such as those described above could have a material adverse effect on our Williams, Transcos, and NWPs financial condition and results of operations, particularly if the event is not fully covered by insurance.

OurWilliams, Transcos, and NWPs assets and operations, as well as outheir customers assets and operations, can be adversely affected by weather and other natural phenomena.

Our aWilliams, Transcos, and NWPs assets and operations, especially those located offshore, and outheir customers assets and operations can be adversely affected by hurricanes, floods, earthquakes, landslides, tornadoes, fires, and other natural phenomena and weather conditions, including extreme or unseasonable temperatures, making it more difficult for us Williams, Transco, and NWP to realize the historic rates of return associated with outheir assets and operations. A significant disruption in our Williams, Transcos, and NWPs or outheir customers operations or the occurrence of a significant liability for which weWilliams, Transco, and NWP are not fully insured could have a material adverse effect on outheir businesses, financial condition, results of operations, and cash flows.

Our Williams, Transcos, and NWPs businesses could be negatively impacted by acts of terrorism and related disruptions.

Given the volatile nature of the commodities we Williams, Transco, and NWP transport, process, store, and sell, outheir assets and the assets of outheir customers and others in ourthe industry may be targets of terrorist activities. Uncertainty surrounding the Russian invasion of Ukraine, conflicts in the Middle East including between Israel and Hamas and conflicts involving Iran and its proxy forces, or other sustained military campaigns, may affect our Williams, Transcos, and NWPs operations in unpredictable ways, including the possibility that infrastructure facilities could be direct targets of, or indirect casualties of, an act of terrorism. A terrorist attack could create significant price volatility, disrupt our business, limit our access to capital markets, or cause significant harm to our operations, such as full or partial disruption to our aWilliams, Transcos, and NWPs ability to produce, process, transport, or distribute natural gas, NGLs, or other commodities, as applicable. Acts of terrorism, as well as events occurring in response to or in connection with acts of terrorism, could cause environmental repercussions that could result in a significant decrease in revenues or significant reconstruction or remediation costs, which could have a material adverse effect on ourWilliams, Transcos, and NWPs businesses, financial condition, results of operations, and cash flows.

A breach of our information technology infrastructure, including a breach caused by a cybersecurity attack on us or thWilliams, Transco, or NWP, or the third parties with whom wethey are interconnected, may interfere with the safe operation of our assets, result in the disclosure of personal or proprietary information, and harm ourcause reputational harm.

Weilliams relyies on ourits information technology infrastructure to process, transmit, and store electronic information, including information we used to safely operate ourWilliams, Transcos, and NWPs assets. Our Transco and NWP rely on Williams for their information technology infrastructure. The Williams Board of Directors has oversight responsibility with regard to assessment of the major risks inherent in our business, including ccybersecurity risks, and reviews managements efforts to address and mitigate suchcybersecurity risks, including the establishment and implementation of policies to address cybersecurity threats. Weilliams haves invested, and expects to continue to invest, significant time, manpower, and capital in ourits information technology infrastructure. However, the age, operating systems, or condition of ourthe current information technology infrastructure and software assets and ourthe ability to maintain and upgrade such assets could affect ourWilliams, and thus Transcos and NWPs, ability to resist cybersecurity threats. While weWilliams believes that weit maintains appropriate information security policies, practices, and protocols, weWilliams regularly faces cybersecurity and other security threats to ourits information technology infrastructure, including risks that may be enhanced through the use of artificial intelligence, which could include threats to our operational industrial control systems and safety systems that

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operate ourits pipelines, plants, and assets. Weilliams faces unlawful attempts to gain access to ourits information technology infrastructure, including coordinated attacks from hackers, whether state-sponsored groups,

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hacktivists, or private individuals. Weilliams faces the threat of theft and misuse of sensitive data and information, including customer and employee information. Weilliams also faces attempts to gain access to information related to ourits assets through attempts to obtain unauthorized access by targeting acts of deception against individuals with legitimate access to physical locations or information. Weilliams is also are subject to cybersecurity risks arising from the fact that our Williams, Transcos, and NWPs business operations are interconnected with third parties, including third-party pipelines, other facilities and our contractors and vendors. In addition, the breach of certain business systems could affect ourWilliams ability to correctly record, process, and report financial information. Breaches in our Williams, Transcos, and NWPs information technology infrastructure or physical facilities, or other disruptions including those arising from theft, vandalism, fraud, or unethical conduct, which may increase as a result of the Russian invasion of Ukraine or other geopolitical tensions and conflicts, could result in damage to or destruction of our assets, unnecessary waste, safety incidents, damage to the environment, reputational damage, potential liability, the loss of contracts, the imposition of significant costs associated with remediation and litigation, heightened regulatory scrutiny, increased insurance costs, and have a material adverse effect on our Williams, Transcos, and NWPs operations, financial condition, results of operations, and cash flows.

If third-party pipelines and other facilities interconnected to our Williams, Transcos, and NWPs pipelines and facilities become unavailable to transport natural gas and NGLs or to treat natural gas, our as applicable, Williams, Transcos, and NWPs revenues could be adversely affected.

Weilliams, Transco, and NWP depend upon third-party pipelines and other facilities that provide delivery options to and from outheir pipelines and storage facilities for the benefit of outheir customers. Because weWilliams, Transco, and NWP do not own these third-party pipelines or other facilities, their continuing operation is not within our Williams, Transcos or NWPs control. If these pipelines or facilities were to become temporarily or permanently unavailable for any reason, or if throughput were reduced because of testing, line repair, damage to pipelines or facilities, reduced operating pressures, lack of capacity, increased credit requirements or rates charged by such pipelines or facilities or other causes, we Williams, Transco, and NWP and outheir customers would have reduced capacity to transport, store, or deliver natural gas or NGL products to end use markets or to receive deliveries of mixed NGLs,  as applicable, thereby reducing our rrevenues. Any temporary or permanent interruption at any key pipeline interconnection or in operations on third-party pipelines or facilities that would cause a material reduction in volumes transported on our Williams, Transcos, or NWPs pipelines or our gathering systems , as applicable, or processed, fractionated, treated, or stored at our Williams, Transcos, or NWPs facilities cs, as applicable, could have a material adverse effect on ourWilliams, Transcos, and NWPs businesses, financial condition, results of operations, and cash flows.

OurWilliams operating results for certain components of ourits business might fluctuate on a seasonal basis.

Revenues from certain components of ourWilliams business can have seasonal characteristics. In many parts of the country, demand for natural gas and other fuels peaks during the winter. As a result, ourWilliams overall operating results in the future might fluctuate substantially on a seasonal basis. Demand for natural gas and other fuels could vary significantly from ourWilliams expectations depending on the nature and location of ourits facilities and pipeline systems and the terms of ourthe natural gas transportation arrangements relative to demand created by unusual weather patterns.

Weilliams, Transco, and NWP do not own all of the land on which outheir pipelines and facilities are located, which could disrupt our operations.

Weilliams, Transco, and NWP do not own all of the land on which outheir pipelines and facilities have been constructed. As such, we aWilliams, Transco, and NWP are subject to the possibility of increased costs to retain necessary land use. In those instances in which we dWilliams, Transco and NWP do not own the land on which outheir facilities are located, weWilliams, Transco, and NWP obtain the rights to construct and operate outheir facilities and gathering systems on land owned by third parties and governmental agencies for a specific period of time. In addition, some of our Williams and NWPs facilities cross Native American lands pursuant to rights-of-way of limited terms. We illiams and NWP may not have the right of eminent domain over land owned by Native American tribes. Our Williams, Transcos, and NWPs loss of any of these rights, through outheir inability to renew right-of-way contracts

41

or otherwise, could have a material adverse effect on outheir businesses, financial condition, results of operations, and cash flows.

OurWilliams business could be negatively impacted as a result of stockholder activism.

In recent years, stockholder activism, including threatened or actual proxy contests, has been directed against numerous public companies, including ourWilliams. We wereilliams was the target of a proxy contest from a stockholder activist, which resulted in ourWilliams incurring significant costs. If stockholder activists were to again take or threaten to take actions against the CompanyWilliams or seek to involve themselves in the governance, strategic direction, or operations of the Company, weWilliams, Williams could incur significant costs as well as the distraction of management, which could have an adverse effect on ourWilliams business or financial results. In addition, actions of activist stockholders may cause significant

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fluctuations in ourWilliams stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of ourWilliams business.

OurWilliams costs and funding obligations for our defined benefit pension plans and costs for our otother postretirement benefit plans are a, and Transcos and NWPs allocations regarding the same, are affected by factors beyond ourWilliams control.

Weilliams haves defined benefit pension plans and other postretirement benefit plans. The timing and amount of ourthe funding requirements under the defined benefit pension plans depend upon a number of factors that weWilliams controls, including changes to pension plan benefits, as well as factors outside of ourWilliams control, such as asset returns, interest rates, and changes in pension laws. Changes to these and other factors that can significantly increase ourWilliams funding requirements and could have a significant adverse effect on ourWilliams financial condition and results of operations.

Risks RelTransco and NWP have no employees; employees of Williams and its affiliates provide services to Transco and NWP. As a result, Transco and NWP are allocated to Financia portion of Williams cost for defined benefit pension plans and other postretirement benefit plans. The timing Our Business

and amount of these allocations depends on factors that Williams controls, and any changes can significantly increase the allocations, which could have a significant adverse effect on Transcos and NWPs financial condition and results of operations.

Risks Related to Financing

A downgrade of our Williams, Transcos, and NWPs credit ratings, which are determined outside of outheir control by independent third parties, could impact outheir liquidity, access to capital, and our costs of doing business, and the ability of Transco and NWP to obtain credit in the future could be affected by Williams credit ratings.

Downgrades of ourWilliams, Transcos, and NWPs credit ratings increase our cost of borrowing and could require us Williams, Transco, and NWP to provide collateral to outheir counterparties, negatively impacting our available liquidity. In addition, our aWilliams, Transcos, and NWPs ability to access capital markets could be limited by the downgrading of outheir credit ratings.

Credit rating agencies perform independent analysis when assigning credit ratings. The analysis includes a number of criteria such as, business composition, market and operational risks, as well as various financial tests. 

Credit rating agencies continue to review the criteria for industry sectors and various debt ratings and may make changes to those criteria from time to time. Credit ratings are subject to revision or withdrawal at any time by the ratings agencies. As of the date of the filing of this report, we Williams, Transco, and NWP have been assigned an investment-grade credit rating by the credit ratings agencies.

Difficult conditions inIn addition, substantially all of Williams operations are conducted through its subsidiaries. Williams cash flows are substantially derived from loans, dividends, and distributions paid to it by its subsidiaries. Due to the relationship of Transco and NWP as subsidiaries of Williams, Transcos and NWPs ability to obtain credit will be affected by Williams credit ratings. Any downgrading of a Williams credit rating could result in a downgrading of a Transco and NWP credit rating, which could adversely affect Transcos and NWPs access to capital and limit the glir ability to obtain financing in the future upon favorable terms, if at all.

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Difficult conditions in the global financial markets and the economy in general could negatively affect ourWilliams, Transcos, and NWPs businesses and results of operations.

Our Williams, Transcos, and NWPs businesses may be negatively impacted by adverse economic conditions or future disruptions in the global financial markets. Included among these potential negative impacts are industrial or economic contraction leading to reduced energy demand and lower prices for our Williams, Transcos, and NWPs products and services and increased difficulty in collecting amounts owed to usthem by our customers. Geopolitical tensions and conflicts, including those in the Middle East between Israel and Hamas and Iran or its proxy forcest, as well as the ongoing Russian invasion of Ukraine and the actions undertaken by western nations in response to these conflicts, have had, and may continue to have, adverse impacts on global financial markets. If financing is not available when needed, or is available only on unfavorable terms, we Williams, Transco, and NWP may be unable to implement outheir business plans or otherwise take advantage of business opportunities or respond to competitive pressures. In addition, financial markets have periodically been affected by concerns over U.S. fiscal and monetary policies. These concerns, as well as actions taken by the U.S. federal government in response to these concerns, could significantly and adversely impact the global and U.S. economies and financial markets, which could negatively impact us Williams, Transco, and NWP in the manner described above.

Restrictions in our debt agreeWilliams, Transco and NWP are party to a credit agreement with aggregate commitments available of $3.75 billion, with up to an additional $500 million increase in aggregate commitments available under certain circumstances. Transco and NWP are each subject to a $500 million borrowing sublimit. The ability of Williams, Transco, and NWP to borrow under that facility could be impaired if one or more of the lenders fails to honor its contractual obligation to lend. For more information regarding financing, please read Note 13 Debt and Banking Arrangements and t.

Restrictions in Williams, Transcos, and NWPs debt agreements and the amount of outheir indebtedness may affect outheir future financial and operating flexibility.

OurWilliams total outstanding long-term debt (including current portion and commercial paper) as of December 31, 20234, was $26.49 billion, including the long-term debt of Transco and NWP. The total outstanding long-term debt (including current portion) as of December 31, 2024, for Transco and NWP was $5.2 billion and $582 million, respectively.

The agreements governing ourWilliams, Transcos, and NWPs indebtedness contain covenants that restrict ourWilliams, Transcos, and our materialNWPs, as applicable, and their respective subsidiaries, ability to incur certain liens to support indebtedness, and our ability to merge or consolidate or sell all or substantially all of our its respective assets in certain circumstances. In addition, certain of our dWilliams, Transcos, and NWPs debt agreements contain various covenants that restrict or limit, among other things, ourthe ability to make certain distributions during the continuation of an event of default, the aband to enter into certain affility of our subsidiaries to incur aate transactions and certain restrictive agreements. Additional debt, and our, and our material subsidialy, Transco has a debt covenant in one series, ability to enter into certain aff of its notes restricting its abiliate transactions andty and that of its subsidiaries to guarantee certain restrictive agreementsindebtedness. Certain of our dWilliams, Transcos, and NWPs debt agreements also contain, and those we Williams, Transco, and NWP enter into in the future may contain, financial covenants, and other limitations with which wethey will need to comply.

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OuWilliams, Tr danscos, and NWPs debt service obligations and the covenants described above could have important consequences. For example, they could:

Make it more difficult for us Williams, Transco, and NWP to satisfy outheir obligations with respect to outheir indebtedness, which could in turn result in an event of default on such indebtedness;

Impair our aWilliams, Transcos, and NWPs ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes,  or limited liability company purposes, as applicable, or other purposes;

Diminish our aWilliams, Transcos, and NWPs ability to withstand a continued or future downturn in outheir business or the economy generally;

Require us Williams, Transco, and NWP to dedicate a substantial portion of outheir cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures,

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acquisitions, the payments of dividends, general corporate purposes,  or limited liability company purposes, as applicable, or other purposes;

Limit our Williams, Transcos, and NWPs flexibility in planning for, or reacting to, changes in outheir business and the industry in which wethey operate, including limiting outheir ability to expand or pursue our business activities and preventing us Williams, Transco, and NWP from engaging in certain transactions that might otherwise be considered beneficial to us.

Our aWilliams, Transco, and NWP.

Williams, Transcos, and NWPs ability to comply with outheir debt covenants, to repay, extend, or refinance outheir existing debt obligations and to obtain future credit will depend primarily on outheir operating performance. Our aWilliams, Transcos, and NWPs ability to refinance existing debt obligations or obtain future credit will also depend upon the current conditions in the credit markets and the availability of credit generally. If we  Williams, Transco, and NWP are unable to comply with these covenants, meet outheir debt service obligations, or obtain future credit on favorable terms, or at all, weWilliams, Transco, and NWP could be forced to restructure or refinance outheir indebtedness, seek additional equity capital or sell assets. We illiams, Transco, and NWP may be unable to obtain financing or sell assets on satisfactory terms, or at all.

Our Williams, Transcos, and NWPs failure to comply with the covenants in the documents governing outheir indebtedness could result in events of default, which could render such indebtedness due and payable. We illiams, Transco, and NWP may not have sufficient liquidity to repay outheir indebtedness in such circumstances. In addition, cross-default or cross-acceleration provisions in our  each of Williams, Transcos, and NWPs debt agreements could cause a default or acceleration to have a wider impact on outheir liquidity than might otherwise arise from a default or acceleration of a single debt instrument. For more information regarding our debt agreements, please read Note 123 Debt and Banking Arrangements.

Changes to interest rates or increases in interest rates could adversely impact our aWilliams, Transcos, and NWPs access to credit, share price, ourand ability to issue securities or incur debt for acquisitions or other purposes, a as applicable, and ourWilliams ability to make cash dividends at our intended levels.

Interest rates have risenfluctuated in recent years and may but could increase in the future. As a result, interest rates on future credit facilities and debt offerings could be higher than current levels, causing our Williams, Transcos, and NWPs financing costs to increase accordingly. As with other yield-oriented securities, ourWilliams share price will be impacted by the level of ourWilliams dividends and implied dividend yield. The dividend yield is often used by investors to compare and rank yield-oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in ourWilliams shares, and a rising interest rate environment could have an adverse impact on ourWilliams share price and ourWilliams ability to issue equity or incur debt for acquisitions or other purposes and to papay cash dividends at our intended levels.

O or Williams, Transcos, and NWPs ability to incur debt.

Williams hedging activities might not be effective and could increase the volatility of ourWilliams results.

In an effort to manage ourWilliams financial exposure related to commodity price and market fluctuations, weWilliams haves entered, and may in the future enter into contracts to hedge certain risks associated with ourits assets and operations. In these hedging activities, weWilliams haves used, and may in the future use, fixed-price, forward, physical purchase, and sales contracts, futures, financial swaps, and option contracts traded in the over-the-counter markets or on exchanges. Nevertheless, no single hedging arrangement can adequately address all risks present in a given contract. For example, a forward contract that would be effective in hedging commodity price volatility risks would not hedge the contracts counterparty credit or performance risk. Therefore, unhedged risks will always continue to exist. While weWilliams attempts to manage counterparty credit risk within guidelines established by ourits credit policy, weWilliams may not be able to successfully manage all credit risk and as such, future cash flows and results of operations could be impacted by counterparty default. The difference in accounting treatment for the underlying position and the financial instrument

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used to hedge the value of the contract can cause volatility in ourWilliams reported net income while the positions are open due to mark-to-market accounting.

Our and our customers acAccess to capital could be affected by financial institutions policies concerning fossil- fuel related businesses.

Public concern regarding the potential effects of climate change haves directed increased attention towards the funding sources of fossil-fuel energy companies. As a result, certain financial institutions, funds, and other sources

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of capital have restricted or eliminated their investment in certain market segments of fossil-fuel related energy. Ultimately, limiting fossil-fuel related companies access to capital could make it more difficult for our Williams, Transcos, and NWPs customers to secure funding for exploration and production activities or for usWilliams, Transco, and NWP to secure funding for growth projects. Such a lack of capital could also both indirectly affect demand for ourWilliams, Transcos, and NWPs services and directly affect outheir ability to fund construction or other capital projects.

Williams can exercise substantial control over Transcos and NWPs distribution policies, businesses, and operations and may do so in a manner that is adverse to Transcos and NWPs interests. 

Because Transco and NWP are indirect wholly owned subsidiaries of Williams, Williams exercises substantial control over their businesses and operations and makes determinations with respect to, among other things, the following:

Payment of distributions and repayment of advances;

Decisions on financings and capital raising activities;

Mergers or other business combinations;

Acquisition or disposition of assets.

Williams could decide to increase distributions or advances to Transcos and NWPs member consistent with existing debt covenants. This could adversely affect Transcos or NWPs liquidity.

Risks Related to Regulations

The operation of our Williams, Transcos, and NWPs businesses might be adversely affected by regulatory proceedings, changes in government regulations or in their interpretation or implementation, or the introduction of new laws or regulations applicable to our Williams, Transcos, and NWPs businesses or our customers.

Public and regulatory scrutiny of the energy industry has resulted in the proposal and/or implementation of increased regulations. Such scrutiny has also resulted in various inquiries, investigations, and court proceedings, including litigation of energy industry matters. Both the shippers on our Williams, Transcos, and NWPs pipelines and regulators have rights to challenge the rates we charged under certain circumstances. Any successful challenge could materially affect ourWilliams, Transcos, and NWPs results of operations.

Certain inquiries, investigations, and court proceedings are ongoing. Adverse effects may continue as a result of the uncertainty of ongoing inquiries, investigations, and court proceedings, or additional inquiries and proceedings by federal or state regulatory agencies or private plaintiffs. In addition, we cannWilliams, Transco, and NWP cannot predict the outcome of any of these inquiries or whether these inquiries will lead to additional legal proceedings against usthem, civil or criminal fines and/or penalties, or other regulatory action, including legislation, which might be materially adverse to the operation of ourWilliams, Transcos, and NWPs businessses and our results of operations or increase outheir operating costs in other ways. Current legal proceedings or other matters, including environmental matters, suits, regulatory appeals, and similar matters might result in adverse decisions against us Williams, Transco, and NWP which, among other outcomes, could result in the imposition of substantial penalties and fines and could damage outheir reputation. The result of such adverse decisions, either individually or in the aggregate, could be material and may not be covered fully or at all by insurance.

In addition, existing regulations, including those pertaining to financial assurances to be provided by ourWilliams, Transcos, and NWPs businesses in respect of potential asset decommissioning and abandonment activities, might be revised, reinterpreted, or otherwise enforced in a manner that differs from prior regulatory action. New laws and regulations, including those pertaining to oil and gas hedging and cash collateral requirements, might also be adopted or become applicable to us, our customers, or our business activities. The current U.S. governmental administrationWilliams, Transco, and its policies, which often oppose the development or expansion of fossil fuel energy, have increased the likelihood of such legal and regulatory developmentNWP, their customers, or their business activities. If new laws or regulations are imposed relating to oil and gas extraction, or if additional or revised levels of reporting, regulation, or permitting moratoria are required or imposed, including those related to hydraulic fracturing, the volumes of natural gas and other products that we Williams, Transco, and NWP transport, gather, process, and treat could decline, our compliance costs could increase, and our results of operations could be adversely affected.

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The natural gas sales, transportation, and storage operations of ourWilliams, Transcos, and NWPs natural gas pipelines are subject to regulation by the FERC, which could have an adverse impact on their ability to establish transportation and storage rates that would allow them to recover the full cost of operating their respective pipelines and storage assets, including a reasonable rate of return.

In addition to regulation by other federal, state, and local regulatory authorities, interstate pipeline transportation and storage service is s and related assets are subject to regulation by the FERC. Federal regulation extends to such matters as:

Transportation and sale for resale of natural gas in interstate commerce;

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Rates, operating terms, types of services, and conditions of service;

Certification and construction of new interstate pipelines and storage facilities;

Acquisition, extension, disposition, or abandonment of existing interstate pipelines and storage facilities;

Accounts and records;

Depreciation and amortization policies;

Relationships with affiliated companies that are involved in marketing functions of the natural gas business;

Market manipulation in connection with interstate sales, purchases, or transportation of natural gas.

Regulatory or administrative actions in these areas, including successful complaints or protests against the rates of the gas pipelines, can affect ourWilliams, Transcos, and NWPs businesses in many ways, including decreasing tariff rates and revenuess or setting future tariff rates to levels such that revenues are inadequate to recover increases in operating costs or to sustain an adequate return on capital investments, decreasing volumes in ourthe pipelines, increasing our costs, and otherwise altering the profitability of our pipthe pipeline business.

Furthermore, Transco charges its transportation customers a separate fee to access its offshore facilities in the Gulf of America, unlike other interstate pipeline business.

Our operas that own facilities offshore. The separate charge is referred to as an IT feeder charge. The IT feeder rate is charged only when gas is actually transported on the applicable facilities and typically it is paid by producers or marketers. Because the IT feeder rate is typically paid by producers and marketers, it generally results in netback prices to producers that are slightly lower than the netbacks realized by producers transporting on other interstate pipelines. This rate design disparity can result in producers bypassing Transcos offshore facilities in favor of alternative transportation facilities.

Williams, Transcos, and NWPs operations are subject to environmental laws and regulations, including laws and regulations relating to climate change and greenhouse gas emissions, which may expose usthem to significant costs, liabilities, and expenditures that could exceed our expectations.

Our Williams, Transcos, and NWPs operations are subject to extensive federal, state, tribal, and local laws and regulations governing environmental protection, endangered and threatened species, the discharge of materials into the environment, and the security of chemical and industrial facilities. Substantial costs, liabilities, delays, and other significant issues related to environmental laws and regulations are inherent in the gathering, transportation, storage, processing, and treating of natural gas, fractionation, transportation, and storage of NGLs, and crude oil transportation and production handling as well as waste disposal practices and construction activities, as applicable. New or amended environmental laws and regulations can also result in significant increases in capital costs we incurred to comply with such laws and regulations. Failure to comply with these laws, regulations, and permits may result in the assessment of administrative, civil and/or criminal penalties, the imposition of remedial obligations, the imposition of stricter conditions on or revocation of permits, the issuance of injunctions limiting or preventing some or all of our o operations, and delays or denials in granting permits.

Joint and several strict liability may be incurred without regard to fault under certain environmental laws and regulations, for the remediation of contaminated areas and in connection with spills or releases of materials associated with natural gas, oil, and wastes on, under, or from ourWilliams, Transcos, and NWPs properties and facilities. Private parties, including the owners of properties through which our Williams, Transcos, and NWPs pipeline and gathering systems pass and facilities where outheir wastes are taken for reclamation or disposal, may have the right to pursue legal actions to enforce compliance as well as to seek damages for noncompliance with

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environmental laws and regulations or for personal injury or property damage arising from outheir operations. Some sites at which we oWilliams, Transco, and NWP operate are located near current or former third-party hydrocarbon storage and processing or oil and natural gas operations or facilities, and there is a risk that contamination has migrated from those sites to ours.

We.

Williams, Transco, and NWP are generally responsible for all liabilities associated with the environmental condition of outheir facilities and assets, whether acquired or developed, regardless of when the liabilities arose and whether they are known or unknown. In connection with certain acquisitions and divestitures, we Williams, Transco, and NWP could acquire, or be required to provide indemnification against, environmental liabilities that could expose usthem to material losses, which may not be covered by insurance. In addition, the steps we coWilliams, Transco and NWP could be required to take to bring certain facilities into compliance could be prohibitively expensive, and we Williams, Transco, and NWP might be required to shut down, divest, or alter the operation of those facilities, which might cause usthem to incur losses.

In addition, climate change regulations and the costs that may be associated with such regulations and with the regulation of emissions of GHGs have the potential to affect ourthe businessses of Williams, Transco, and NWP. Regulatory actions by the Environmental Protection Agency or the passage of new climate change laws or regulations could result in increased costs to operate and maintain our facilities, install new emission controls on our facilities, or administer and manage any GHG emissions program. We illiams, Transco, and NWP believe it is possible that future governmental legislation and/or regulation may require usthem either to limit GHG emissions associated with our operations or to purchase allowances for such emissions. Weilliams, Transco, and NWP could also be subjected to a carbon tax assessed on the basis of carbon dioxide emissions or otherwise. However, we cannWilliams, Transco, and NWP cannot predict precisely what form these future regulations might take, the stringency of

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any such regulations or when they might become effective. Several legislative bills have been introduced in the United States Congress that would require carbon dioxide emission reductions. Previously considered proposals have included, among other things, limitations on the amount of GHGs that can be emitted (so called caps) together with systems of permitted emissions allowances. These proposals could require us Williams, Transco, and NWP to reduce emissions or to purchase allowances for such emissions.

In addition to activities on the federal level, state and regional initiatives could also lead to the regulation of GHG emissions sooner than and/or independent of federal regulation. These regulations could be more stringent than any federal legislation that may be adopted. Future legislation and/or regulation designed to reduce GHG emissions could make some of our aWilliams, Transcos, and NWPs activities uneconomic to maintain or operate. We conilliams, Transco, and NWP continue to monitor legislative and regulatory developments in this area and otherwise take efforts to limit and reduce GHG emissions from outheir facilities. Although the regulation of GHG emissions may have a material impact on our Williams, Transcos, and NWPs operations and rates, we Williams, Transco, and NWP believe it is premature to attempt to quantify the potential costs of the impacts.

If we aWilliams, Transco, and NWP are unable to recover or pass through a significant level of our costs related to complying with climate change regulatory requirements imposed on us, it could have a material adverse effect on our Williams, Transcos, and NWPs results of operations and financial condition.

General Risk Factors

Weilliams, Transco, and NWP do not insure against all potential risks and losses and could be seriously harmed by unexpected liabilities or by the inability of outheir insurers to satisfy outheir claims.

In accordance with customary industry practice, we, Williams, Transco, and NWP maintain insurance against some, but not all, risks and losses, and only at levels wethey believe to be appropriate. The occurrence of any risks not fully covered by our Williams, Transcos, and NWPs insurance could have a material adverse effect on outheir businesses, financial condition, results of operations, and cash flows and outheir ability to repay our debt.

Failure to attract and retain an appropriately qualified workforce could negatively impact our Williams, Transcos, and NWPs results of operations.

Events such as an aging workforce without appropriate replacements, mismatch of skill sets to future needs, the challenges of attracting new, qualified workers to the midstream energy industry, or unavailability of contract labor may lead to operating challenges such as lack of resources, loss of knowledge, and a lengthy time period associated

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with skill development, including with the workforce needs associated with projects and ongoing operations. Fail Transco and NWP have no employees; employees of Williams and its affiliates provide services. Williams failure to hire and adequately obtain replacement employees, including the ability to transfer significant internal historical knowledge and expertise to the new employees, or the future availability and cost of contract labor may adversely affect our aWilliams, Transcos, and NWPs ability to manage and operate the businesses. If we areWilliams is unable to successfully attract and retain an appropriately qualified workforce, including members of senior management, results of operations could be negatively impacted.

Holders of ourWilliams common stock may not receive dividends in the amount expected or any dividends.

Weilliams may not have sufficient cash each quarter to pay dividends or maintain current or expected levels of dividends. The actual amount of cash we Williams pays as a dividend may fluctuate from quarter to quarter and will depend on various factors, some of which are beyond ourWilliams control, including:

The amount of cash that ourWilliams subsidiaries distribute to usit;

The amount of cash weWilliams generates from ourits operations, ourWilliams working capital needs, ourWilliams level of capital expenditures, and ourWilliams ability to borrow;

The restrictions contained in ourWilliams indentures and credit facility and ourWilliams debt service requirements;

The cost of acquisitions, if any.

A failure either to pay dividends or to pay dividends at expected levels could result in a loss of investor confidence, reputational damage, and a decrease in the value of ourWilliams stock price.

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