Williams Companies Inc (WMB)

Williams Announces Record First-Quarter 2026 ResultsMay 4, 2026 4:15 PM
Business Wire Williams (NYSE: WMB) today announced its unaudited financial results for the three months ended March 31, 2026. Natural gas-focused strategy continues to drive key financial results GAAP net income: $864 million, or $0.70 per diluted share (EPS), up 25% vs. 1Q 2025 Adjusted net income: $895 million, or $0.73 per diluted share (Adj. EPS), up 23% and 22%, respectively, vs. 1Q 2025 Adjusted EBITDA: $2.254 billion, up $265 million or 13% vs. 1Q 2025 Cash flow from operations (CFFO): $1.603 billion, up $170 million or 12% vs. 1Q 2025 Available funds from operations (AFFO): $1.770 billion, up $325 million or 22% vs. 1Q 2025 Dividend coverage ratio: 2.76x (AFFO basis) On track to deliver Adjusted EBITDA in upper half of 2026 guidance range Disciplined execution drives business growth, advances projects and optimizes portfolio Signed customer agreement on Neo, a $2.3 billion behind-the-meter power innovation project with 682 megawatts of installed capacity Signed natural gas infrastructure agreement for Atlas, providing up to 164 MMcf/d of capacity to Northeast data center Signed customer agreements on Silver Spur transmission project, a 275 MMcf/d expansion on Northwest Pipeline Announced ~700 MMcf/d of gathering expansions in Marcellus and Haynesville Upsized Transco's Power Express project, increasing capacity to 750 MMcf/d Started construction on Transco's Northeast Supply Enhancement and Southeast Supply Enhancement projects Placed in service Northwest Pipeline's Naughton Coal Conversion and received notice to proceed on Northwest Pipeline's Wild Trail project Commissioned Aristotle pipeline for Plato South power innovation facility Closed on sale of South Mansfield upstream JV and Anadarko gathering CEO Perspective Chad Zamarin, president and chief executive officer, made the following comments: “Williams delivered a strong first quarter, supported by the ongoing success of our natural gas-focused strategy and the performance of our premier assets. First-quarter GAAP net income increased 25% year-over-year to $864 million, and Adjusted EBITDA grew 13% year-over-year to $2.254 billion – driven by Transco’s expansion projects, new Gulf volumes, higher storage revenues and higher gathering volumes in the West.” “Our teams continue to execute at an excellent pace on transmission expansions while adding to our portfolio of power innovation projects. Among several first quarter accomplishments, we placed Northwest Pipeline’s Naughton Coal Conversion into service and broke ground on Transco’s NESE and SESE projects. In addition, we commissioned the Aristotle pipeline to support data centers in Ohio, including the Socrates power innovation facility, and signed a customer agreement for Project Neo, a new behind-the-meter power innovation project.” Zamarin added, “Natural gas demand is rising, our contracted project portfolio is growing and we’re staying focused on the sharp execution of projects which will drive higher earnings, stable cash flows and strong, durable returns for shareholders. I want to thank our employees and the customers we partner with to safely and reliably serve our nation's energy needs. Together, we will continue to deliver energy infrastructure solutions that seek to lower energy costs.” Williams Summary Financial Information 1Q Amounts in millions, except ratios and per-share amounts. Per share amounts are reported on a diluted basis. Net income amounts are from continuing operations attributable to The Williams Companies, Inc. available to common stockholders.   2026     2025         GAAP Measures     Net Income $ 864 $ 690 Net Income Per Share $ 0.70   $ 0.56   Cash Flow From Operations $ 1,603   $ 1,433         Non-GAAP Measures (1)     Adjusted EBITDA $ 2,254   $ 1,989   Adjusted Net Income $ 895   $ 730   Adjusted Earnings Per Share $ 0.73   $ 0.60   Available Funds from Operations $ 1,770   $ 1,445   Dividend Coverage Ratio 2.76x 2.37x       Other     Debt-to-Adjusted EBITDA at Quarter End (2) 3.61x 3.83x Capital Investments (Excluding Acquisitions) (3) (4) $ 1,642   $ 670         (1) Schedules reconciling Adjusted Net Income, Adjusted EBITDA, Available Funds from Operations and Dividend Coverage Ratio (non-GAAP measures) to the most comparable GAAP measure are available at www.williams.com and as an attachment to this news release. (2) Does not represent leverage ratios measured for WMB credit agreement compliance or leverage ratios as calculated by the major credit ratings agencies. Debt is net of cash on hand and, for 2026, $439 million of cash purchases of certain reimbursable long-lead Power Innovation equipment, and Adjusted EBITDA reflects the sum of the last four quarters. (3) Capital investments include increases to property, plant, and equipment (growth & maintenance), purchases of and contributions to equity-method investments and purchases of other long-term investments. (4) First quarter 2026 capital investments reflects a $18 million change in certain reimbursable long-lead Power Innovation equipment. First quarter 2025 capital excludes $319 million for the Rimrock acquisition, which closed January 2025 and $153 million for the investment in Cogentrix, which closed March 2025. GAAP Measures First-quarter 2026 net income increased by $174 million compared to the prior year, benefiting from: $203 million of higher service revenues driven by Transco’s higher net rates and expansion projects, new Gulf volumes, higher storage revenues, and higher gathering volumes in the West including acquisitions, Higher gas marketing margins, and A gain of $182 million from the sale of the South Mansfield upstream interests. These favorable changes were partially offset by: An unfavorable change of $193 million in net unrealized gains/losses on commodity derivatives, An increase in operating expenses, Higher net interest expense associated with changes in the debt portfolio, and A higher provision for income taxes driven by increased pre-tax income. First-quarter 2026 cash flow from operations increased $170 million compared to the prior year primarily due to higher operating results exclusive of non-cash items and increased distributions from equity-method investees impacted by timing of receipt, partially offset by unfavorable net changes in derivative collateral requirements. Non-GAAP Measures First-quarter 2026 Adjusted EBITDA increased by $265 million over the prior year driven by the previously described increases in service revenues and gas marketing margins, partially offset by higher operating expenses. First-quarter 2026 Adjusted Net Income improved by $165 million over the prior year driven by the previously described impacts to net income, adjusted primarily to remove the effects of net unrealized gains/losses on commodity derivatives and the gain from the sale of the South Mansfield upstream interests. First-quarter 2026 Available Funds From Operations (AFFO) increased by $325 million compared to the prior year primarily due to higher adjusted operating results exclusive of noncash items and a favorable change in the current component of the income tax provision. Business Segment Results & Form 10-Q Williams' operations are comprised of the following reportable segments: Transmission, Power & Gulf; Northeast G&P; West and Gas & NGL Marketing Services, as well as Other. For more information, see the company's first-quarter 2026 Form 10-Q.   First Quarter Amounts in millions Modified EBITDA   Adjusted EBITDA   1Q 2026     1Q 2025   Change     1Q 2026     1Q 2025   Change Transmission, Power & Gulf $ 1,010 $ 858 $ 152     $ 1,010 $ 862 $ 148   Northeast G&P   524     514     10       524     514     10   West   407     354     53       410     354     56   Gas & NGL Marketing Services   40     152     (112 )     227     155     72   Other   232     75     157       83     104     (21 ) Total $ 2,213   $ 1,953   $ 260     $ 2,254   $ 1,989   $ 265                   Note: Williams uses Modified EBITDA for its segment reporting. Definitions of Modified EBITDA and Adjusted EBITDA and schedules reconciling to net income are included in this news release. Transmission, Power & Gulf First-quarter 2026 Modified and Adjusted EBITDA improved compared to the prior year driven by contributions from Transco’s higher net rates and expansion projects, new Gulf volumes associated with Shenandoah, Whale and Ballymore, and higher storage revenues driven by winter storms and higher rates. Northeast G&P First-quarter 2026 Modified and Adjusted EBITDA increased slightly compared to the prior year driven primarily by higher volumes at Ohio Valley Midstream and higher gathering volumes and rates at Bradford within Appalachia Midstream, partially offset by lower volumes from Susquehanna Supply Hub. West First-quarter 2026 Modified EBITDA and Adjusted EBITDA improved compared to the prior year driven by Louisiana Energy Gateway, placed into service in third-quarter 2025, as well as higher gathering volumes including contributions from the 2025 Rimrock and Saber acquisitions, partially offset by lower minimum volume commitment revenues. Gas & NGL Marketing Services First-quarter 2026 Modified EBITDA decreased from the prior year primarily reflecting $189 million of net unfavorable changes in unrealized gains/losses on commodity derivatives, which are excluded from Adjusted EBITDA. Both measures benefited from higher gas marketing margins driven by winter storms. Other First-quarter 2026 Modified EBITDA increased from the prior year primarily reflecting the gain from the January 2026 sale of the South Mansfield upstream interests, which is excluded from Adjusted EBITDA. Both measures were impacted by an unfavorable change in net realized results from upstream operations, including the impact of the divested South Mansfield interests. 2026 Financial Guidance The company continues to expect 2026 Adjusted EBITDA between $8.05 billion and $8.35 billion. The company now expects 2026 growth capex between $7 billion and $7.6 billion and maintenance capex between $850 million and $950 million. Williams anticipates a leverage ratio midpoint for 2026 of ~4.1x and has increased the dividend by 5% on an annualized basis to $2.10 in 2026 from $2.00 in 2025. Guidance for 2026 growth capex and debt-to-adjusted EBITDA exclude certain reimbursable long-lead equipment. Williams First-Quarter 2026 Materials to be Posted Shortly; Q&A Webcast Scheduled for Tomorrow Williams' first-quarter 2026 earnings presentation will be posted at www.williams.com. The company's first-quarter 2026 earnings conference call and webcast with analysts and investors is scheduled for Tuesday, May 5, at 9:30 a.m. Eastern Time (8:30 a.m. Central Time). Participants who wish to join the call by phone must register using the following link: https://register-conf.media-server.com/register/BI217f7f4ff1cb4d4283f684a98030695c A webcast link to the conference call will be provided on Williams’ Investor Relations website. A replay of the webcast will be available on the website for at least 90 days following the event. About Williams Williams (NYSE: WMB) is a trusted energy industry leader committed to safely, reliably and responsibly meeting growing energy demand. We use our infrastructure to deliver one third of the nation’s natural gas to where it's needed most, supplying the energy used to heat our homes, cook our food and generate low-carbon electricity. For over a century, we’ve been driven by a passion for doing things the right way. Today, our team of problem solvers is leading the charge into the clean energy future. Learn more at www.williams.com.   The Williams Companies, Inc. Consolidated Statement of Income (Unaudited)       Three Months Ended
March 31,       2026       2025     (Millions, except per-share amounts) Revenues:         Service revenues   $ 2,206     $ 2,003   Service revenues – commodity consideration     46       49   Product sales     1,137       1,058   Net gain (loss) from commodity derivatives     (359 )     (62 ) Total revenues     3,030       3,048   Costs and expenses:         Product costs     543       615   Net processing commodity expenses     15       28   Operating and maintenance expenses     565       542   Depreciation, depletion, and amortization expenses     584       585   General and administrative expenses     193       194   Gain on sale of certain assets     (182 )     —   Other operating (income) expense – net     (9 )     (10 ) Total costs and expenses     1,709       1,954   Operating income (loss)     1,321       1,094   Equity earnings (losses)     161       155   Other investing income (loss) – net     24       8   Interest expense     (376 )     (349 ) Other income (expense) – net     26       14   Income (loss) before income taxes     1,156       922   Less: Provision (benefit) for income taxes     244       193   Net income (loss)     912       729   Less: Net income (loss) attributable to noncontrolling interests     47       38   Net income (loss) attributable to The Williams Companies, Inc.     865       691   Less: Preferred stock dividends     1       1   Net income (loss) available to common stockholders   $ 864     $ 690   Basic earnings (loss) per common share:         Net income (loss) available to common stockholders   $ .71     $ .57   Weighted-average shares (millions)     1,223       1,221   Diluted earnings (loss) per common share:         Net income (loss) available to common stockholders   $ .70     $ .56   Weighted-average shares (millions)     1,226       1,225     The Williams Companies, Inc. Consolidated Balance Sheet (Unaudited)       March 31,   December 31,       2026       2025       (Millions, except per-share amounts) ASSETS         Current assets:         Cash and cash equivalents   $ 950     $ 63   Trade accounts and other receivables (net of allowance of ($1) at March 31, 2026 and December 31, 2025)     1,676       2,084   Inventories     262       314   Assets held for sale     —       318   Derivative assets     172       209   Other current assets and deferred charges     260       256   Total current assets     3,320       3,244   Investments     4,520       4,559   Property, plant, and equipment     63,613       62,010   Accumulated depreciation, depletion, and amortization     (20,479 )     (20,014 ) Property, plant, and equipment – net     43,134       41,996   Intangible assets – net     6,670       6,763   Regulatory assets, deferred charges, and other     1,925       2,011   Total assets   $ 59,569     $ 58,573             LIABILITIES AND EQUITY         Current liabilities:         Accounts payable   $ 2,271     $ 2,224   Liabilities held for sale     —       63   Derivative liabilities     174       135   Other current liabilities     1,313       1,639   Commercial paper     —       700   Long-term debt due within one year     248       1,345   Total current liabilities     4,006       6,106   Long-term debt     30,054       27,316   Deferred income tax liabilities     5,405       5,170   Regulatory liabilities, deferred income, and other     4,942       4,986   Contingent liabilities and commitments                   Equity:         Stockholders’ equity:         Preferred stock ($1 par value; 30 million shares authorized at March 31, 2026 and December 31, 2025; 35 thousand shares issued at March 31, 2026 and December 31, 2025)     35       35   Common stock ($1 par value; 1,470 million shares authorized at March 31, 2026 and December 31, 2025; 1,262 million shares issued at March 31, 2026 and 1,261 million shares issued at December 31, 2025)     1,262       1,261   Capital in excess of par value     24,767       24,801   Retained deficit     (12,017 )     (12,237 ) Accumulated other comprehensive income (loss)     125       127   Treasury stock, at cost (39 million shares at March 31, 2026 and December 31, 2025 of common stock)     (1,180 )     (1,180 ) Total stockholders’ equity     12,992       12,807   Noncontrolling interests in consolidated subsidiaries     2,170       2,188   Total equity     15,162       14,995   Total liabilities and equity   $ 59,569     $ 58,573     The Williams Companies, Inc. Consolidated Statement of Cash Flows (Unaudited)       Three Months Ended March 31,       2026       2025       (Millions) OPERATING ACTIVITIES:         Net income (loss)   $ 912     $ 729   Adjustments to reconcile to net cash provided (used) by operating activities:         Depreciation, depletion, and amortization     584       585   Provision (benefit) for deferred income taxes     235       107   Equity (earnings) losses     (161 )     (155 ) Distributions from equity-method investees     223       158   Gain on sale of certain assets     (182 )     —   Net unrealized (gain) loss from commodity derivative instruments     225       32   Inventory write-downs     2       1   Amortization of stock-based awards     22       30   Cash provided (used) by changes in current assets and liabilities:         Accounts receivable     425       82   Inventories     50       28   Other current assets and deferred charges     (9 )     (40 ) Accounts payable     (194 )     (29 ) Other current liabilities     (317 )     (70 ) Changes in current and noncurrent commodity derivative assets and liabilities     (138 )     4   Other, including changes in noncurrent assets and liabilities     (74 )     (29 ) Net cash provided (used) by operating activities     1,603       1,433   FINANCING ACTIVITIES:         Proceeds from (payments of) commercial paper – net     (699 )     (132 ) Proceeds from long-term debt     2,768       1,497   Payments of long-term debt     (1,109 )     (853 ) Payments for debt issuance costs     (24 )     (12 ) Proceeds from issuance of common stock     8       5   Common dividends paid     (642 )     (610 ) Dividends and distributions paid to noncontrolling interests     (67 )     (69 ) Contributions from noncontrolling interests     —       5   Other – net     (67 )     (54 ) Net cash provided (used) by financing activities     168       (223 ) INVESTING ACTIVITIES:         Property, plant, and equipment:         Capital expenditures (1)     (1,359 )     (1,012 ) Dispositions – net     369       —   Proceeds from sale of business     48       —   Purchases of and contributions to equity-method investments     (29 )     (163 ) Other – net     87       5   Net cash provided (used) by investing activities     (884 )     (1,170 ) Increase (decrease) in cash and cash equivalents     887       40   Cash and cash equivalents at beginning of year     63       60   Cash and cash equivalents at end of period   $ 950     $ 100   _________         (1) Increases to property, plant, and equipment   $ (1,593 )   $ (978 ) Changes in related accounts payable and accrued liabilities     234       (34 ) Capital expenditures   $ (1,359 )   $ (1,012 )   Transmission, Power & Gulf   (UNAUDITED)     2025   2026   (Dollars in millions) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year   1st Qtr   Regulated interstate natural gas transportation, storage, and other revenues (1) $ 873   $ 892   $ 930   $ 953   $ 3,648     $ 942     Gathering, processing, storage and transportation revenues (1)   179     218     237     258     892       240     Other fee revenues   13     11     6     9     39       33     Commodity margins   14     17     16     21     68       18     Operating and administrative costs (1)   (270 )   (286 )   (290 )   (296 )   (1,142 )     (282 )   Other segment income (expenses) - net (1)   13     2     37     16     68       22     Proportional Modified EBITDA of equity-method investments   36     37     37     37     147       37     Modified EBITDA   858     891     973     998     3,720       1,010     Adjustments   4     12     (26 )   —     (10 )     —     Adjusted EBITDA $ 862   $ 903   $ 947   $ 998   $ 3,710     $ 1,010                       Statistics for Operated Assets                 Natural Gas Transmission (2)                 Transcontinental Gas Pipe Line                 Avg. daily transportation volumes (MMdth)   15.9     14.0     14.9     15.0     15.0       16.0     Avg. daily firm reserved capacity (MMdth)   20.8     20.6     20.6     21.0     20.8       21.0     Northwest Pipeline LLC                 Avg. daily transportation volumes (MMdth)   3.0     2.4     2.4     2.6     2.6       2.7     Avg. daily firm reserved capacity (MMdth)   3.7     3.7     3.7     3.7     3.7       3.7     MountainWest (3)                 Avg. daily transportation volumes (MMdth)   3.7     3.1     3.3     3.5     3.4       3.2     Avg. daily firm reserved capacity (MMdth)   8.4     8.0     8.0     8.3     8.2       8.3     Gulfstream - Non-consolidated (4)                 Avg. daily transportation volumes (MMdth)   1.0     1.3     1.4     1.1     1.2       1.0     Avg. daily firm reserved capacity (MMdth)   1.4     1.4     1.4     1.4     1.4       1.4     Gathering, Processing, and Crude Oil Transportation                 Gathering volumes (Bcf/d)   0.58     0.68     0.75     0.86     0.72       0.76     Plant inlet natural gas volumes (Bcf/d)   0.78     0.89     0.97     1.05     0.93       0.96     NGL production (Mbbls/d)   61     76     87     101     81       91     NGL equity sales (Mbbls/d)   10     15     12     16     13       12     Crude oil transportation volumes (Mbbls/d)   124     196     238     274     208       242                       (1) Excludes certain amounts associated with revenues and operating costs for tracked or reimbursable charges.   (2) Tbtu converted to MMdth at one trillion British thermal units = one million dekatherms.   (3) Includes 100% of the volumes associated with the operated equity-method investment White River Hub, LLC.   (4) Includes 100% of the volumes associated with the equity-method investment Gulfstream Natural Gas System, L.L.C.     Northeast G&P   (UNAUDITED)     2025   2026   (Dollars in millions) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year   1st Qtr   Gathering, processing, transportation, and fractionation revenues (1) $ 420   $ 419   $ 421   $ 418   $ 1,678     $ 418     Other fee revenues   35     37     36     37     145       36     Commodity margins   6     6     6     6     24       —     Operating and administrative costs (1)   (106 )   (113 )   (114 )   (116 )   (449 )     (103 )   Other segment income (expenses) - net   —     (2 )   (5 )   (3 )   (10 )     5     Proportional Modified EBITDA of equity-method investments   159     154     161     166     640       168     Modified EBITDA   514     501     505     508     2,028       524     Adjustments   —     —     —     —     —       —     Adjusted EBITDA $ 514   $ 501   $ 505   $ 508   $ 2,028     $ 524                       Statistics for Operated Assets                 Gathering and Processing                 Consolidated (2)                 Gathering volumes (Bcf/d)   4.39     4.15     4.10     4.02     4.16       4.01     Plant inlet natural gas volumes (Bcf/d)   1.86     1.89     1.90     1.90     1.89       1.95     NGL production (Mbbls/d)   137     138     150     147     143       152     NGL equity sales (Mbbls/d)   1     1     2     1     1       —     Non-consolidated (3)                 Gathering volumes (Bcf/d)   6.47     6.72     6.72     7.01     6.73       6.79     Plant inlet natural gas volumes (Bcf/d)   0.94     1.13     1.16     1.16     1.10       1.11     NGL production (Mbbls/d)   68     71     81     80     75       76     NGL equity sales (Mbbls/d)   5     4     2     1     3       2                       (1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges.   (2) Includes volumes associated with Susquehanna Supply Hub, the Northeast JV, and Utica Supply Hub.   (3) Includes 100% of the volumes associated with operated equity-method investments, including the Laurel Mountain Midstream partnership, Blue Racer Midstream, and the Bradford Supply Hub and the Marcellus South Supply Hub within Appalachia Midstream Investments.     West   (UNAUDITED)     2025   2026   (Dollars in millions) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year   1st Qtr   Net gathering, processing, transportation, storage, and fractionation revenues (1) $ 415   $ 426   $ 449   $ 474   $ 1,764     $ 478     Other fee revenues   8     5     6     8     27       7     Commodity margins   34     29     29     26     118       31     Operating and administrative costs (1)   (152 )   (150 )   (150 )   (153 )   (605 )     (149 )   Other segment income (expenses) - net   11     (1 )   (3 )   (3 )   4       7     Impairment or write-off of certain assets   —     —     (25 )   (187 )   (212 )     (3 )   Proportional Modified EBITDA of equity-method investments   38     32     36     36     142       36     Modified EBITDA   354     341     342     201     1,238       407     Adjustments   —     —     25     187     212       3     Adjusted EBITDA $ 354   $ 341   $ 367   $ 388   $ 1,450     $ 410                       Statistics for Operated Assets                 Gathering and Processing                 Gathering volumes (Bcf/d)   5.69     5.94     6.14     6.56     6.09       6.37     Plant inlet natural gas volumes (Bcf/d)   1.52     1.69     1.72     1.78     1.68       1.76     NGL production (Mbbls/d)   83     102     103     105     99       103     NGL equity sales (Mbbls/d)   6     8     7     7     7       7     NGL and Crude Oil Transportation volumes (Mbbls/d) (2)   310     292     294     281     294       269                       (1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges.   (2) Includes 100% of the volumes associated with Overland Pass Pipeline Company (an operated equity-method investment), Rocky Mountain Midstream, and Bluestem pipelines.     Gas & NGL Marketing Services   (UNAUDITED)     2025   2026   (Dollars in millions) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year   1st Qtr   Commodity margins $ 191   $ (16 ) $ 6   $ 45   $ 226     $ 248     Net unrealized gain (loss) from derivative instruments   (3 )   (4 )   46     101     140       (192 )   Operating and administrative costs   (39 )   (19 )   (14 )   (21 )   (93 )     (34 )   Other segment income (expenses) - net   —     1     —     1     2       —     Proportional Modified EBITDA of equity-method investments   3     8     16     9     36       18     Modified EBITDA   152     (30 )   54     135     311       40     Adjustments   3     15     (43 )   (93 )   (118 )     187     Adjusted EBITDA $ 155   $ (15 ) $ 11   $ 42   $ 193     $ 227                       Statistics                 Product Sales Volumes                 Natural Gas (Bcf/d)   7.27     6.17     6.52     6.34     6.57       6.73     NGLs (Mbbls/d)   182     170     174     215     185       205                         Other   (UNAUDITED)     2025   2026   (Dollars in millions) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year   1st Qtr   Service revenues $ 4   $ 4   $ 4   $ 4   $ 16     $ 4     Net realized product sales   153     146     151     166     616       138     Net unrealized gain (loss) from derivative instruments   (29 )   40     5     (6 )   10       (33 )   Operating and administrative costs   (54 )   (76 )   (71 )   (82 )   (283 )     (63 )   Other segment income (expenses) - net   1     4     4     8     17       4     Gain on sale of certain assets   —     —     —     —     —       182     Modified EBITDA   75     118     93     90     376       232     Adjustments   29     (40 )   (3 )   7     (7 )     (149 )   Adjusted EBITDA $ 104   $ 78   $ 90   $ 97   $ 369     $ 83                       Statistics                 Net Product Sales Volumes                 Natural Gas (Bcf/d)   0.27     0.29     0.30     0.31     0.29       0.22     NGLs (Mbbls/d)   10     12     11     13     11       12     Crude Oil (Mbbls/d)   7     8     7     7     7       8           Capital Expenditures and Investments   (UNAUDITED)     2025   2026   (Dollars in millions) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year   1st Qtr                     Capital expenditures:                 Transmission, Power & Gulf $ 369 $ 590   $ 660   $ 1,639   $ 3,258     $ 1,174     Northeast G&P   62     39     57     53     211       27     West   549     274     172     119     1,114       82     Gas & NGL Marketing Services   —     1     —     —     1       —     Other   32     68     65     144     309       76     Total (1) $ 1,012   $ 972   $ 954   $ 1,955   $ 4,893     $ 1,359                       Purchases of and contributions to equity-method investments:               Transmission, Power & Gulf $ —   $ —   $ —   $ 313   $ 313     $ 18     Northeast G&P   10     10     12     6     38       11     West   —     —     1     —     1       —     Gas & NGL Marketing Services   153     —     —     —     153       —     Other   —     6     —     —     6       —     Total $ 163   $ 16   $ 13   $ 319   $ 511     $ 29                       Summary:                 Transmission, Power & Gulf $ 369   $ 590   $ 660   $ 1,952   $ 3,571     $ 1,192     Northeast G&P   72     49     69     59     249       38     West   549     274     173     119     1,115       82     Gas & NGL Marketing Services   153     1     —     —     154       —     Other   32     74     65     144     315       76     Total $ 1,175   $ 988   $ 967   $ 2,274   $ 5,404     $ 1,388                       Capital investments:                 Increases to property, plant, and equipment $ 978   $ 1,063   $ 1,038   $ 2,296   $ 5,375     $ 1,593     Purchases of businesses, net of cash acquired   1     —     —     —     1       —     Purchases of and contributions to equity-method investments   163     16     13     319     511       29     Purchases of other long-term investments   1     3     2     1     7       2     Total $ 1,143   $ 1,082   $ 1,053   $ 2,616   $ 5,894     $ 1,624                       (1) Increases to property, plant, and equipment $ 978   $ 1,063   $ 1,038   $ 2,296   $ 5,375     $ 1,593     Changes in related accounts payable and accrued liabilities   34     (91 )   (84 )   (341 )   (482 )     (234 )   Capital expenditures $ 1,012   $ 972   $ 954   $ 1,955   $ 4,893     $ 1,359                       Contributions from noncontrolling interests $ 5   $ 14   $ 3   $ 14   $ 36     $ —     Contributions in aid of construction $ 10   $ 16   $ 11   $ 14   $ 51     $ 16     Proceeds from sale of certain assets $ —   $ —   $ —   $ —   $ —     $ 390     Proceeds from sale of business $ —   $ —   $ —   $ —   $ —     $ 48     Non-GAAP Measures This news release and accompanying materials may include certain financial measures – adjusted EBITDA, adjusted income (“earnings”), adjusted earnings per share, available funds from operations and dividend coverage ratio – that are non-GAAP financial measures as defined under the rules of the SEC. Our segment performance measure, modified EBITDA, is defined as net income (loss) before income (loss) from discontinued operations, income tax expense, net interest expense, equity earnings from equity-method investments, other net investing income, impairments of equity investments and goodwill, depreciation and amortization expense, and accretion expense associated with asset retirement obligations for nonregulated operations. We also add our proportional ownership share (based on ownership interest) of modified EBITDA of equity-method investments, including our indirect share from interests owned by equity-method investees. Adjusted EBITDA further excludes items of income or loss that we characterize as unrepresentative of our ongoing operations. Such items are excluded from net income to determine adjusted income and adjusted earnings per share. Management believes this measure provides investors meaningful insight into results from ongoing operations. Available funds from operations (AFFO) is defined as cash flow from operations excluding the effect of changes in working capital and certain other changes in noncurrent assets and liabilities, reduced by preferred dividends and net distributions to noncontrolling interests. AFFO may be adjusted to exclude certain items that we characterize as unrepresentative of our ongoing operations. This news release is accompanied by a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. Management uses these financial measures because they are accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of assets and the cash that the business is generating. Neither adjusted EBITDA, adjusted income, nor available funds from operations are intended to represent cash flows for the period, nor are they presented as an alternative to net income or cash flow from operations. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles.   Reconciliation of Income (Loss) from Continuing Operations Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income   (UNAUDITED)     2025   2026   (Dollars in millions, except per-share amounts) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year   1st Qtr                     Income (loss) from continuing operations attributable to The Williams Companies, Inc. available to common stockholders $ 690   $ 546   $ 646   $ 733   $ 2,615     $ 864                       Income (loss) from continuing operations - diluted earnings (loss) per common share (1) $ .56   $ .45   $ .53   $ .60   $ 2.14     $ .70     Adjustments:                 Transmission, Power & Gulf                 Transco rate case timing* $ 4   $ 11   $ (15 ) $ —   $ —     $ —     Acquisition and transition-related costs*   —     1     —     —     1       —     Net gain related to certain asset retirements*   —     —     (11 )   —     (11 )     —     Total Transmission, Power & Gulf adjustments   4     12     (26 )   —     (10 )     —     West                 Impairment or write-off of certain assets   —     —     25     187     212       3     Total West adjustments   —     —     25     187     212       3     Gas & NGL Marketing Services                 Impact of volatility on NGL linefill transactions*   —     11     3     8     22       (5 )   Net unrealized (gain) loss from derivative instruments   3     4     (46 )   (101 )   (140 )     192     Total Gas & NGL Marketing Services adjustments   3     15     (43 )   (93 )   (118 )     187     Other                 Acquisition and transition-related costs*   —     —     2     1     3       —     Net unrealized (gain) loss from derivative instruments   29     (40 )   (5 )   6     (10 )     33     Gain on sale of certain upstream assets   —     —     —     —     —       (182 )   Total Other adjustments   29     (40 )   (3 )   7     (7 )     (149 )   Adjustments included in Modified EBITDA   36     (13 )   (47 )   101     77       41     Adjustments below Modified EBITDA                 Transco rate case timing   11     35     (46 )   —     —       —     Our share of fair value change from Cogentrix investment   —     —     —     (153 )   (153 )     (2 )   Amortization of intangible assets from 2021 Sequent acquisition   5     4     5     4     18       3         16     39     (41 )   (149 )   (135 )     1     Total adjustments   52     26     (88 )   (48 )   (58 )     42     Less tax effect for above items   (12 )   (6 )   20     12     14       (11 )   Adjustments for tax-related items (2)   —     —     25     (25 )   —       —     Adjusted income from continuing operations available to common stockholders $ 730   $ 566   $ 603   $ 672   $ 2,571     $ 895     Adjusted income from continuing operations - diluted earnings per common share (1) $ .60   $ .46   $ .49   $ .55   $ 2.10     $ .73     Weighted-average shares - diluted (millions)   1,225     1,224     1,225     1,226     1,225       1,226     (1) The sum of earnings per share for the quarters may not equal the total earnings per share for the year due to changes in the weighted-average number of common shares outstanding.   (2) The third quarter of 2025 includes an adjustment associated with an increase in our estimated deferred state income tax rate. The fourth quarter of 2025 includes an adjustment associated with a decrease in our estimated deferred state income tax rate.   *Amounts are included in Additional adjustments on the Reconciliation of Cash Flow from Operating Activities to Non-GAAP Available Funds from Operations (AFFO).     Reconciliation of "Net Income (Loss)" to “Modified EBITDA” and Non-GAAP “Adjusted EBITDA”   (UNAUDITED)     2025   2026   (Dollars in millions) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year   1st Qtr                     Net income (loss) $ 729   $ 583   $ 683   $ 773   $ 2,768     $ 912     Provision (benefit) for income taxes   193     174     246     244     857       244     Interest expense   349     350     372     371     1,442       376     Equity (earnings) losses   (155 )   (142 )   (152 )   (311 )   (760 )     (161 )   Other investing (income) loss - net   (8 )   (4 )   (19 )   (11 )   (42 )     (24 )   Proportional Modified EBITDA of equity-method investments   236     231     250     248     965       259     Depreciation, depletion, and amortization expenses   585     605     564     593     2,347       584     Accretion expense associated with asset retirement obligations for nonregulated operations   24     24     23     25     96       23     Modified EBITDA $ 1,953   $ 1,821   $ 1,967   $ 1,932   $ 7,673     $ 2,213                       Transmission, Power & Gulf $ 858   $ 891   $ 973   $ 998   $ 3,720     $ 1,010     Northeast G&P   514     501     505     508     2,028       524     West   354     341     342     201     1,238       407     Gas & NGL Marketing Services   152     (30 )   54     135     311       40     Other   75     118     93     90     376       232     Total Modified EBITDA $ 1,953   $ 1,821   $ 1,967   $ 1,932   $ 7,673     $ 2,213                       Adjustments (1):                 Transmission, Power & Gulf $ 4   $ 12   $ (26 ) $ —   $ (10 )   $ —     West   —     —     25     187     212       3     Gas & NGL Marketing Services   3     15     (43 )   (93 )   (118 )     187     Other   29     (40 )   (3 )   7     (7 )     (149 )   Total Adjustments $ 36   $ (13 ) $ (47 ) $ 101   $ 77     $ 41                       Adjusted EBITDA:                 Transmission, Power & Gulf $ 862   $ 903   $ 947   $ 998   $ 3,710     $ 1,010     Northeast G&P   514     501     505     508     2,028       524     West   354     341     367     388     1,450       410     Gas & NGL Marketing Services   155     (15 )   11     42     193       227     Other   104     78     90     97     369       83     Total Adjusted EBITDA $ 1,989   $ 1,808   $ 1,920   $ 2,033   $ 7,750     $ 2,254                       (1) Adjustments by segment are detailed in the "Reconciliation of Income (Loss) from Continuing Operations Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income," which is also included in these materials.     Reconciliation of Cash Flow from Operating Activities to Non-GAAP Available Funds from Operations (AFFO)   (UNAUDITED)     2025   2026   (Dollars in millions, except coverage ratios) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year   1st Qtr                     Net cash provided (used) by operating activities $ 1,433   $ 1,450   $ 1,439   $ 1,576   $ 5,898     $ 1,603     Exclude: Cash (provided) used by changes in:                 Accounts receivable   (82 )   (219 )   (83 )   603     219       (425 )   Inventories, including write-downs   (29 )   86     4     (24 )   37       (52 )   Other current assets and deferred charges   40     (4 )   7     28     71       9     Accounts payable   29     236     94     (474 )   (115 )     194     Other current liabilities   70     (220 )   55     (75 )   (170 )     317     Changes in current and noncurrent commodity derivative assets and liabilities   (4 )   (15 )   (58 )   (22 )   (99 )     138     Other, including changes in noncurrent assets and liabilities   29     48     76     60     213       74     Preferred dividends paid   (1 )   —     (1 )   (1 )   (3 )     (1 )   Dividends and distributions paid to noncontrolling interests   (69 )   (62 )   (66 )   (62 )   (259 )     (67 )   Contributions from noncontrolling interests   5     14     3     14     36       —     Additional Adjustments *   24     3     (21 )   24     30       (20 )   Available funds from operations $ 1,445   $ 1,317   $ 1,449   $ 1,647   $ 5,858     $ 1,770                       Common dividends paid $ 610   $ 611   $ 611   $ 610   $ 2,442     $ 642                       Coverage ratio:                 Available funds from operations divided by Common dividends paid   2.37     2.16     2.37     2.70     2.40       2.76                       *See detail on Reconciliation of Income (Loss) from Continuing Operations Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income. The first quarter of 2025 also includes $20 million related to an expected distribution from an equity-method investee not received until early April. This amount is excluded from the second quarter of 2025. The fourth quarter of 2025 also includes $15 million related to an expected distribution from an equity-method investee not received until early January 2026, and this amount is excluded from the first quarter of 2026.     Reconciliation of Net Income (Loss) from Continuing Operations to Modified EBITDA, Non-GAAP Adjusted EBITDA and Cash Flow from Operating Activities to Available Funds from Operations (AFFO)                     2026 Guidance (Dollars in millions, except per-share amounts and coverage ratio)     Low   Mid   High                 Net income (loss) from continuing operations     $ 3,010   $ 3,125     $ 3,240 Provision (benefit) for income taxes       905       940       975   Interest expense           1,485       Equity (earnings) losses           (600 )     Proportional Modified EBITDA of equity-method investments           970       Depreciation, depletion, and amortization expenses and accretion for asset retirement obligations associated with nonregulated operations           2,470       Other           (5 )     Modified EBITDA     $ 8,235     $ 8,385     $ 8,535   EBITDA Adjustments           (185 )     Adjusted EBITDA     $ 8,050     $ 8,200     $ 8,350                   Net income (loss) from continuing operations     $ 3,010     $ 3,125     $ 3,240   Less: Net income (loss) attributable to noncontrolling interests and preferred dividends           180       Net income (loss) from continuing operations attributable to The Williams Companies, Inc. available to common stockholders     $ 2,830     $ 2,945     $ 3,060                   Adjustments:               Adjustments included in Modified EBITDA(1)           (185 )     Adjustments below Modified EBITDA (1)           11       Allocation of adjustments to noncontrolling interests           —       Total adjustments           (174 )     Less tax effect for above items           44       Adjusted income from continuing operations available to common stockholders     $ 2,700     $ 2,815     $ 2,930   Adjusted income from continuing operations - diluted earnings per common share     $ 2.20     $ 2.29     $ 2.38   Weighted-average shares - diluted (millions)           1,229                       Available Funds from Operations (AFFO):               Net cash provided by operating activities (net of changes in working capital, changes in current and noncurrent derivative assets and liabilities, and changes in other, including changes in noncurrent assets and liabilities)     $ 6,315     $ 6,430     $ 6,545   Preferred dividends paid           (3 )     Dividends and distributions paid to noncontrolling interests           (260 )     Contributions from noncontrolling interests           48       Additional adjustments(1)           (15 )     Available funds from operations (AFFO)     $ 6,085     $ 6,200     $ 6,315   AFFO per common share     $ 4.95     $ 5.05     $ 5.14   Common dividends paid         $ 2,575       Coverage Ratio (AFFO/Common dividends paid)     2.36x   2.41x   2.45x                 (1) Includes items of income or loss that we characterize as unrepresentative of our ongoing operations. Forward-Looking Statements The reports, filings, and other public announcements of The Williams Companies, Inc. (Williams) 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 of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcomes of regulatory proceedings, market conditions, and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this report that address activities, events, or developments that we 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 management’s 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 Williams and its affiliates; Amounts and nature of future capital expenditures; Expansion and growth of 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 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 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 our ability and the ability of other energy companies with whom we conduct or seek to conduct business, to obtain necessary permits and approvals, and our ability to achieve favorable rate proceeding outcomes; Exposure to the credit risk of customers and counterparties; Our 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; The ability to successfully identify, evaluate, and timely execute our 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 our investments and joint ventures in which we participate; The ability to effectively execute our financing plan; Increasing scrutiny and changing expectations from stakeholders with respect to 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; Costs and funding obligations for defined benefit pension plans and other postretirement benefit plans; Changes in maintenance and construction costs, as well as our ability to obtain sufficient construction-related inputs, including skilled labor; Inflation, interest rates, tariffs on foreign-made materials and goods (including steel and steel pipes) necessary to our 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 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; Changes in U.S. governmental administration and policies; Whether we are able to pay current and expected levels of dividends; Additional risks described in our filings with the Securities and Exchange Commission (SEC). Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We 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 intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise. Because forward-looking statements involve risks and uncertainties, we 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. For a detailed discussion of those factors, see (a) Part I, Item IA. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 24, 2026, and (b) Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10-Q. View source version on businesswire.com: https://www.businesswire.com/news/home/20260504880577/en/ MEDIA CONTACT:

Williams Announces Quarterly Cash DividendApril 28, 2026 10:52 AM
Business Wire
Williams’ (NYSE: WMB) board of directors has approved a regular dividend of $0.525 per share, or $2.10 annualized, on the company’s common stock, payable on June 29, 2026, to holders of record at the close of business on June 12, 2026.


This is a 5% increase from Williams’ 2025 quarterly dividend of $0.50 per share.


Some portion of this distribution may be considered a return of capital for tax purposes. Additional information regarding return of capital distributions is available at Williams’ investor relations website.


Williams has paid a common stock dividend every quarter since 1974.


About Williams


Williams (NYSE: WMB) is a trusted energy industry leader committed to safely, reliably, and responsibly meeting growing energy demand. We use our infrastructure to deliver one third of the nation’s natural gas to where it's needed most, supplying the energy used to heat our homes, cook our food and generate low-carbon electricity. For over a century, we’ve been driven by a passion for doing things the right way. Today, our team of problem solvers is leading the charge into the clean energy future. Learn more at www.williams.com.


Portions of this document may constitute “forward-looking statements” as defined by federal law. Although Williams believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in Williams’ annual and quarterly reports filed with the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260427689665/en/
MEDIA:

media@williams.com

(800) 945-8723


INVESTOR CONTACT:

Danilo Juvane

(918) 573-5075


Caroline Sardella

(918) 230-9992


Original: Williams Announces Quarterly Cash Dividend

Williams to Report First-Quarter 2026 Financial Results on May 4; Earnings Conference Call and Webcast Scheduled for May 5April 14, 2026 4:15 PM
Business Wire
Williams (NYSE: WMB) plans to announce its first-quarter 2026 financial results after the market closes on Monday, May 4, 2026.


The company’s first-quarter 2026 conference call and webcast with analysts and investors is scheduled for Tuesday, May 5, 2026, at 9:30 a.m. Eastern Time (8:30 a.m. Central Time). Participants who wish to join the call by phone must register using the following link: https://register-conf.media-server.com/register/BI217f7f4ff1cb4d4283f684a98030695c.


A webcast link to the conference call will be provided on Williams’ Investor Relations website. A replay of the webcast will be available on the website for at least 90 days following the event.


About Williams


Williams (NYSE: WMB) is a trusted energy industry leader committed to safely, reliably and responsibly meeting growing energy demand. We use our infrastructure to deliver one third of the nation’s natural gas to where it's needed most, supplying the energy used to heat our homes, cook our food and generate low-carbon electricity. For over a century, we’ve been driven by a passion for doing things the right way. Today, our team of problem solvers is leading the charge into the clean energy future. Learn more at www.williams.com.


Portions of this document may constitute “forward-looking statements” as defined by federal law. Although Williams believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in Williams’ annual and quarterly reports filed with the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260414938230/en/
MEDIA:

media@williams.com

(800) 945-8723


INVESTOR CONTACT:

Danilo Juvane

(918) 573-5075


Caroline Sardella

(918) 230-9992


Original: Williams to Report First-Quarter 2026 Financial Results on May 4; Earnings Conference Call and Webcast Scheduled for May 5

Williams Breaks Ground on NESE Project to Deliver Reliable, Affordable Clean Energy to the NortheastApril 14, 2026 1:47 PM
Business Wire
Williams (NYSE: WMB) today marked the official start of construction on the Northeast Supply Enhancement (NESE) project with a groundbreaking ceremony at Floyd Bennett Field in Brooklyn, joined by federal and state officials, labor leaders and project partners.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260414181964/en/Shown at Williams' groundbreaking ceremony for the Northeast Supply Enhancement project are, from left, U.S. Secretary of Energy Chris Wright; Chad Zamarin, President and CEO of Williams; EPA Administrator Lee Zeldin; FERC Chairman Laura Swett; Anthony DeBlasie, President of the Brooklyn Board of Business Agents, NYC Building Trades; U.S. Secretary of Interior Doug Burgum and Sally Librera, President, National Grid New York.
NESE is an expansion of Williams’ existing Transco pipeline system across Pennsylvania, New Jersey and New York that will add 400,000 dekatherms per day of capacity — enough energy to serve the equivalent of 2.3 million homes — to help meet growing energy demand in the Northeast.


The event featured brief remarks from Williams leadership and elected officials, followed by a ceremonial pipe signing highlighting the start of onsite construction. Watch a replay of the event here.


With federal and state construction permits in hand, NESE remains on track to be in service by fourth quarter 2027, delivering reliable, affordable natural gas during peak demand periods for homes, businesses and critical infrastructure across the region.


“Energy security is national security, and energy affordability drives American prosperity,” said Chad Zamarin, President and CEO of Williams. “NESE delivers reliable American energy to New York’s grid at a critical time. By adding new capacity to bring domestically produced natural gas to the grid, we’re providing dependable energy for countless homes and businesses at the time they need it most.”


“Breaking ground on the NESE pipeline marks a massive milestone for millions of New Yorkers seeking access to reliable, affordable natural gas. Delivering natural gas from Pennsylvania to New York City and Long Island will lower costs while helping to meet the growing energy demand of this region,” said EPA Administrator Lee Zeldin. “I, like so many New Yorkers, am extremely grateful for President Trump’s leadership, along with his National Energy Dominance Council, for getting the permits necessary to allow this project to advance. We celebrate this incredible accomplishment and will continue pursuing every way possible to make life more affordable for all Americans.”


Meeting Energy Demand Through Targeted Infrastructure


NESE strengthens energy affordability, reliability and safety for the Northeast by expanding the existing Transco system to deliver dependable natural gas when it’s needed most — especially during peak winter demand. The added capacity improves grid stability and supply security across New York, New Jersey and Pennsylvania, helping energy providers keep homes heated, businesses operating and critical infrastructure running as demand continues to grow. Independent analysis also indicates the project would help moderate electricity costs over time by improving fuel availability and system flexibility.


Construction and operation will support thousands of jobs and inject hundreds of millions of dollars into local and regional economies, providing long-term economic value through a reliable energy supply. Williams designs, builds, and operates pipelines to the highest safety standards, using advanced monitoring, inspection and automation technologies. NESE also advances environmental goals by reducing emissions and replacing higher-carbon fuels; the project is expected to reduce CO2 emissions by more than 13,000 tons and will use modern materials and electric motor-driven compressors to reduce emissions and noise compared to older infrastructure.


About Williams


Williams (NYSE: WMB) is a trusted energy industry leader committed to safely, reliably and responsibly meeting growing energy demand. We use our infrastructure to deliver one third of the nation’s natural gas to where it's needed most, supplying the energy used to heat our homes, cook our food and generate low-carbon electricity. For over a century, we’ve been driven by a passion for doing things the right way. Today, our team of problem solvers is leading the charge into the clean energy future. Learn more at www.williams.com.


Portions of this document may constitute “forward-looking statements” as defined by federal law. Although Williams believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in Williams’ annual and quarterly reports filed with the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260414181964/en/
MEDIA:

media@williams.com

(800) 945-8723


INVESTOR CONTACT:

Danilo Juvane

(918) 573-5075


Caroline Sardella

(918) 230-9992


Original: Williams Breaks Ground on NESE Project to Deliver Reliable, Affordable Clean Energy to the Northeast

Williams Leadership to Share Insights on Energy Infrastructure and Innovation at CERAWeek 2026March 10, 2026 9:18 AM
Business Wire
Senior executives from Williams will join global energy leaders at the world’s preeminent energy conference, March 23-27 in Houston


Williams (NYSE: WMB) President and Chief Executive Officer Chad Zamarin and additional leaders from Williams will join global energy executives and policymakers at CERAWeek 2026, March 23–27 in Houston.


Williams executives will contribute insights on unlocking America's full potential by delivering energy infrastructure solutions and innovations as the world navigates rapidly shifting market and technology dynamics.



Zamarin will participate in a plenary session with other energy industry leaders to discuss U.S. Gas Strategies in Changing Markets (Wednesday, March 25 at 12:10 p.m. CDT). The session will focus on how the strategies of U.S. energy companies are evolving in response to shifting market and policy conditions as well as the critical role of the U.S. as a global energy supplier amidst dynamic regulatory pressures, investor demands and global market opportunities.




Debbie Pickle, Senior Vice President and Chief Human Resources Officer, will speak in an executive session entitled Creating AI-ready Organizations (Tuesday, March 24 at 4:20 p.m. CDT). During this session, energy leaders will discuss re-engineering culture, talent and data infrastructure as the sector races to unlock AI’s potential. Pickle will also participate in the session Skills for Tomorrow, Today: Cultivating Workforce Agility (Wednesday, March 25 at 11:20 a.m. CDT). The panel will focus on strategies to enhance recruitment and retention of skilled personnel to ensure operational readiness in today’s dynamic energy industry.




Jaclyn Presnal, Vice President of New Energy Ventures, will speak on the panel Hybrid Power for Data Centers with Gas and Nuclear Solutions (Monday, March 23 at 3:30 p.m. CDT). The discussion will focus on integrating intermittent renewables with onsite gas turbines and advanced battery systems to guarantee 24/7 uptime.




Naveen Pandrangi, Vice President & Chief Transformation and Information Officer, will speak on the panel Code is the Current: How AI is Engineering the Energy Transformation (5:30 p.m. CDT Monday, March 23). The session will cover how physical infrastructure is being rebuilt by the digital infrastructure of the future as the industry races to address affordability, reliability, security and sustainability needs while meeting skyrocketing demand.




Zach Keith, Director of Business Development and Sustainability, will participate in the panel Carbon Differentiated Natural Gas: Does it Matter? (Wednesday, March 25 at 2:30 p.m. CDT). The discussion will explore the state of methane performance today, challenges and opportunities of advancing regulations and what it will take for the market to reward better methane performers.



In addition to the panel discussions, Williams executives will be made available for media interviews during CERAWeek. To request an interview, please complete the media interview request form on the Williams CERAWeek webpage. Williams will also post updates from CERAWeek on its social channels and on its website at Williams.com.


About Williams


Williams (NYSE: WMB) is a trusted energy industry leader committed to safely, reliably, and responsibly meeting growing energy demand. We use our infrastructure to deliver one third of the nation’s natural gas to where it's needed most, supplying the energy used to heat our homes, cook our food and generate low-carbon electricity. For over a century, we’ve been driven by a passion for doing things the right way. Today, our team of problem solvers is leading the charge into the clean energy future. Learn more at www.williams.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260310320171/en/
MEDIA:

media@williams.com

(800) 945-8723


INVESTOR CONTACT:

Danilo Juvane

(918) 573-5075


Caroline Sardella

(918) 230-9992


Original: Williams Leadership to Share Insights on Energy Infrastructure and Innovation at CERAWeek 2026

Williams’ Transco Commences Registered Exchange Offer for Its 5.100% Senior Notes Due 2036 and 5.750% Senior Notes Due 2056March 9, 2026 4:15 PM
Business Wire
Transcontinental Gas Pipe Line Company, LLC (“Transco”), a wholly owned subsidiary of The Williams Companies, Inc. (“Williams”) (NYSE: WMB), announced today that it has commenced an offer to exchange any and all of its $1.0 billion in aggregate principal amount of outstanding 5.100 percent Senior Notes due 2036 (the “Original 2036 Notes”) and $700 million in aggregate principal amount of outstanding 5.750 percent Senior Notes due 2056 (the “Original 2056 Notes” and, together with the Original 2036 Notes, the “Original Notes”) for an equal amount of the applicable series of its registered 5.100 percent Senior Notes due 2036 (the “2036 Exchange Notes”) and 5.750 percent Senior Notes due 2056 (the “2056 Exchange Notes” and, together with the 2036 Exchange Notes, the “Exchange Notes”).


The terms of the Exchange Notes are identical in all material respects to those of the applicable series of the Original Notes, except that the Exchange Notes have been registered under the Securities Act of 1933, as amended, and the transfer restrictions, restrictive legends, registration rights and additional interest provisions relating to the Original Notes do not apply to the Exchange Notes. The purpose of the Exchange Offer is to fulfill Transco’s obligations under the registration rights agreement entered into in connection with the issuance of the Original Notes. Transco will not receive any proceeds from the exchange offer.


The exchange offer will expire at 5:00 p.m. Eastern Time on April 6, 2026, unless extended (such date and time, as may be extended, the “Expiration Date”). The settlement date for the exchange offer will occur promptly following the Expiration Date. The terms of the exchange offer and other information relating to Transco and the Exchange Notes are set forth in a prospectus dated March 9, 2026, a copy of which has been filed with the Securities and Exchange Commission. Transco has not authorized any person to provide information other than as set forth in the prospectus.


Copies of the prospectus and the transmittal letter governing the exchange offer can be obtained from the exchange agent, The Bank of New York Mellon Trust Company, N.A., by calling (412) 236-4893, by writing via regular or certified mail, or overnight courier, to The Bank of New York Mellon, Attn: Corporate Trust Reorg — Sanela Sadikovic, 500 Ross Street, Suite 625, Pittsburgh, PA 15262, or by emailing ct_reorg_unit_inquiries@bny.com.


This press release is for informational purposes only and does not constitute an offer to sell nor a solicitation of an offer to buy any security. The exchange offer is being made solely pursuant to the prospectus dated March 9, 2026, including any supplements thereto, and only to such persons and in such jurisdictions as is permitted under applicable law.


About Williams


Williams (NYSE: WMB) is a trusted energy industry leader committed to safely, reliably and responsibly meeting growing energy demand. Williams uses its infrastructure to deliver one third of the nation’s natural gas to where it's needed most, supplying the energy used to heat our homes, cook our food and generate low-carbon electricity. For over a century, Williams has been driven by a passion for doing things the right way. Today, Williams’ team of problem solvers is leading the charge into the clean energy future.


Portions of this document may constitute “forward-looking statements” as defined by federal law. Although Transco believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in performance is contained in Transco’s annual and quarterly reports filed with the Securities and Exchange Commission.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260309670992/en/
MEDIA:

media@williams.com

(800) 945-8723


INVESTOR CONTACTS:

Danilo Juvane

(918) 573-5075


Caroline Sardella

(918) 230-9992


Original: Williams’ Transco Commences Registered Exchange Offer for Its 5.100% Senior Notes Due 2036 and 5.750% Senior Notes Due 2056

Williams Leads Industry Across Major Sustainability RankingsFebruary 3, 2026 4:15 PM
Business Wire
Williams (NYSE: WMB) earned top marks across several leading sustainability ratings – including S&P Global Corporate Sustainability Assessment (CSA), CDP and ISS – reflecting the company’s ongoing commitment to transparent reporting and strong performance across environmental, social and governance (ESG) criteria.


“As demand for clean, affordable and reliable energy accelerates, Williams’ natural gas infrastructure is uniquely positioned to tackle the toughest energy challenges,” said Chad Zamarin, president and CEO of Williams. “These recognitions reflect our team’s focus on operating responsibly and earning stakeholder trust – the foundation for permitting, for investment and for reliably meeting the critical energy needs for growing American industry.”


Williams’ sustainability rankings are as follows:*



S&P Global: Received the top score in the 2025 Corporate Sustainability Assessment (CSA) in the North America Oil & Gas Storage & Transportation industry



CDP: Maintained an ‘A-’ score on the 2025 CDP Climate Change Questionnaire



ISS: Achieved ‘Prime’ status and ‘B-’ rating in the ISS 2025 Corporate Rating Report



MSCI: Maintained AA rating, illustrating ongoing ESG leadership in the Oil & Gas Refining, Marketing, Transportation & Storage industry



To read the company’s latest Sustainability Report, visit https://www.williams.com/sustainability/. The company will publish its next Sustainability Report in mid-2026.


*All ESG ratings and rankings verified as of February 3, 2026.


About Williams


Williams (NYSE: WMB) is a trusted energy industry leader committed to safely, reliably, and responsibly meeting growing energy demand. We use our infrastructure to deliver one third of the nation’s natural gas to where it's needed most, supplying the energy used to heat our homes, cook our food and generate low-carbon electricity. For over a century, we’ve been driven by a passion for doing things the right way. Today, our team of problem solvers is leading the charge into the clean energy future. Learn more at www.williams.com.


Portions of this document may constitute “forward-looking statements” as defined by federal law. Although Williams believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in Williams’ annual and quarterly reports filed with the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260203752072/en/
MEDIA:

media@williams.com

(800) 945-8723


INVESTOR CONTACT:

Danilo Juvane

(918) 573-5075


Caroline Sardella

(918) 230-9992


Original: Williams Leads Industry Across Major Sustainability Rankings

Williams Increases Quarterly Cash Dividend by 5%January 27, 2026 4:19 PM
Business Wire
Williams’ (NYSE: WMB) board of directors has approved a regular dividend of $0.525 per share, or $2.10 annualized, on the company’s common stock, payable on March 30, 2026, to holders of record at the close of business on March 13, 2026.


This is a 5% increase from Williams’ fourth-quarter 2025 quarterly dividend of $0.50 per share, paid in December 2025.


Some portion of this distribution may be considered a return of capital for tax purposes. Additional information regarding return of capital distributions is available at Williams’ investor relations website.


Williams has paid a common stock dividend every quarter since 1974.


About Williams


Williams (NYSE: WMB) is a trusted energy industry leader committed to safely, reliably, and responsibly meeting growing energy demand. We use our infrastructure to deliver one third of the nation’s natural gas to where it's needed most, supplying the energy used to heat our homes, cook our food and generate low-carbon electricity. For over a century, we’ve been driven by a passion for doing things the right way. Today, our team of problem solvers is leading the charge into the clean energy future. Learn more at www.williams.com.


Portions of this document may constitute “forward-looking statements” as defined by federal law. Although Williams believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in performance is contained in Williams’ annual and quarterly reports filed with the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260127381687/en/
MEDIA:

media@williams.com

(800) 945-8723


INVESTOR CONTACT:

Danilo Juvane

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Caroline Sardella

(918) 230-9992


Original: Williams Increases Quarterly Cash Dividend by 5%

WMB, 10Q due Monday 5/5

I suppose it somewhat depends on existing R/W securements on each side of the Energy Transfer crossing. It could be judged as a national security matter and ET must then negotiate in good faith. From ET's perspective, every month or year that the WMB crossing can be delayed is more profit for Energy Transfer.

WMB 10Q due AUGUST5

That's exactly what I'm talking about.
Shareholders are looking for strong management here, to bring this stock to the next level.
One point worth examining further is the issue of dissent in management. Plowing through all the court documents regarding WMB and ETE, there are some really deep signs of problems. Specifically, documents show that board members have actually spoken against CEO Armstrong and expressed concerns about some very strange actions he took regarding the cancellation of the merger with ETE. Board members called Armstrong's actions “unbecoming of an officer of a public corporation.”
I couldn't find filings on the actual legal cost of this fight, but no doubt it is highly expensive. And the judge has indicated multiple times that WMB is not positioned to win this thing.
I would like to see more leadership from the CEO here. Ultimately, shareholders have to hold management accountable and I don't think they are acting in the best interest of the company. Likewise with the poison pill. It goes beyond protecting the company to being overly reactionary.

Ha! Finally some good discussion on this stock!
Balance sheet, assets, trends, and management = strong stock.
WMB: good balance sheet. Good assets. Strong future trendline. Questionable management.
Some very poor choices, including poison pill (over reaction) and litigation against ET. These two items alone raise questions about motivations and capabilities of Chairman and CEO.

Anyone else concerned about WMB leadership post-ISS article in WSJ? Anyone seen how much $$ Armstrong is pouring into frivolous litigation against former potential partner Energy Transfer? It seems like he has a personal thing against them, not a rational way to spend shareholders $$.

Back to $30 shortly imo

$WMB Williams Cos. (WMB, WPZ) and the consortium behind the proposed Constitution natural gas pipeline asks the Federal Energy Regulatory Commission for a rehearing of its order related to a water quality permit that had been denied for the project, saying New York state regulators failed to act within "a reasonable period of time" on its application.

New York rejected Constitution’s application in 2016, saying the company failed to provide sufficient information to determine whether the project would comply with the state’s water quality standards; a federal appeals court upheld the state decision last year, and the FERC last month rejected the request to overturn New York’s denial.

Constitution is owned by subsidiaries of Williams, Cabot Oil & Gas (NYSE:COG), Duke Energy (NYSE:DUK) and WGL Holdings (NYSE:WGL).

$WMB Williams' Transco gas pipeline system reports Harvey losses

Williams Cos. (WMB, WPZ) says its Transco natural gas transmission system has experienced ~280M cf/day in losses from offshore producers due to Hurricane Harvey.

The company also says all offshore personnel and non-critical staff in facilities along the Texas Gulf coast have been evacuated ahead of the coming storm.

Transco is the largest U.S. interstate natural gas pipeline system, delivering gas through a 10K-mile pipeline network whose mainline extends nearly 1,800 miles between south Texas and New York City.

I'm seeing a huge Reverse SPLIT

Excellent news! Thank you!

Williams group upgraded to Buy at Citi ahead of Geismar sale

Williams Cos. (WMB +0.3%) and Williams Partners (WPZ +0.4%) are upgraded to Buy from Neutral at Citigroup, which says shares are "too inexpensive to ignore" ahead of the expected sale of the Geismar ethane cracker.

The expected sale and the January restructuring plans place WMB/WPZ on a path toward investment grade metrics before year-end 2017, analyst Faisel Khan writes.

The firm raises its price target for WMB to $36 from $32 and for WPZ to $46 from $41.

Enterprise and Williams Clash After Takeover Talks Collapse

http://www.bloomberg.com/news/articles/2016-09-08/enterprise-says-it-has-withdrawn-interest-in-williams-merger?cmpid=yhoo.headline

by Lynn Doan

September 8, 2016 — 2:21 PM MDT

Updated on September 9, 2016 — 8:01 AM MDT


Enterprise says Williams showed a “lack of engagement”

Williams says Enterprise didn’t give board chance to review

Williams Cos. just lost another suitor.

Two months after Energy Transfer Equity LP walked away from a $33 billion deal to take over its pipeline rival, another possible buyer, Enterprise Products Partners LP, said it’s no longer interested in Williams either. On Thursday, Enterprise said it dropped its pursuit after Williams showed a “lack of engagement.” Williams responded by saying the companies had held a series of discussions and that its board was reviewing Enterprise’s latest proposal when the company pulled out.

The clash is only the latest for Williams, which is facing a proxy fight with one of its largest investors over the failed Energy Transfer takeover. The company appointed three new directors on Aug. 29, seeking to head off shareholder support for a new slate of members proposed by activist investor Keith Meister at Corvex Management LP. He was one of six directors who resigned in July after failing to oust Chief Executive Officer Alan Armstrong following the Energy Transfer deal unraveling.

Surprised, Disappointed

Williams said it was “surprised” by Enterprise’s announcement and that its board remains “open to considering any potential strategic alternative.” Enterprise Chief Executive Officer Jim Teague said in his own statement that the company was “disappointed” and would continue to pursue opportunities for growth.

Enterprise’s last offer for Williams was at a premium of less than 10 percent, CNBC’s David Faber said on Friday, citing people familiar with the matter. Enterprise is a better partner for Williams than Energy Transfer and the three new Williams directors should engage with shareholders, Faber said Meister told him.

The announcement was made after the close of regular trading in U.S. markets. Williams fell 2.3 percent to $30.42 as of 9:40 a.m. in New York on Friday. Enterprise was down 0.5 percent at $27.11.

“It’s business as usual for Williams," said Mark Hanson, an analyst with Morningstar Inc. “I do think that consolidation will continue to be a trend for midstream companies.”

Enterprise’s announcement came just two days after Enbridge Inc. said it would buy pipeline operator Spectra Energy Corp. in a $28 billion all-stock deal, increasing the pressure on other pipeline giants including Enterprise and Kinder Morgan Inc. to pursue similar acquisitions. Deals in the pipeline space have picked up in the past two years as companies hunt for bargains following a collapse in oil prices.

Enbridge’s takeover of Houston-based Spectra may mark the beginning of a “supermajor” era for the pipeline industry, according to Rebecca Followill, head of research at U.S. Capital Advisors. She said the pact may “light a fire in the bellies” of larger pipeline players, setting off a wave of consolidation that could accelerate through the end of 2016.

Earlier this year, TransCanada Corp. agreed to buy Columbia Pipeline Group Inc. for $10.2 billion.

8-24-16

Williams Confirms Receipt of Corvex Director Nominations

http://finance.yahoo.com/news/williams-confirms-receipt-corvex-director-150900950.html

TULSA, Okla.--(BUSINESS WIRE)--

The Williams Companies, Inc. (WMB) (“Williams” or the “Company”) today confirmed that Corvex Management LP (“Corvex”) has nominated ten Corvex employees, including Keith Meister, to stand for election to the Company’s Board of Directors (the “Board”) at the 2016 Annual Meeting of Stockholders to be held on Wednesday, November 23, 2016.

The Company issued the following statement:

Williams is disappointed that Corvex has launched a distracting and costly proxy contest while Williams is successfully executing its strategic plan and moving forward with its intent to name three new, highly qualified and independent directors as part of its ongoing commitment to maintaining a world-class board of directors.

The Williams Board intends to carefully review Corvex’s nomination notice. No stockholder action is required at this time. Without taking a position on the Corvex 14a-8 shareholder proposal and the Corvex nomination, Williams notes that, should Corvex identify individuals with appropriate expertise, experience and skills who are qualified to serve on the Board, Williams will work constructively with Corvex and seriously consider such candidates for appointment to the Board.

Williams notes that it has taken steps to allow stockholders to submit nominations in compliance with Williams’ bylaws, including extending the nomination deadline to August 25, 2016 and making a clear indication to stockholders of the number of Board seats that would be available. In addition, the Williams Board has stated that it will consider any potential nominees that stockholders feel would be appropriate to join the Board.

Importantly, Williams contacted the directors who resigned from its Board on July 1, 2016, including Keith Meister of Corvex, in connection with its search for new, highly-qualified directors in order to request their input regarding particular areas of expertise or experience to prioritize in its director search. Williams also asked the former directors to suggest specific director candidates.

Since early July, the Williams management team has announced a series of strategic actions, and the Company’s stock has increased in value by approximately 39%.

8/22/16 Williams Comments on the Corvex Plan to Nominate Directors

http://finance.yahoo.com/news/williams-comments-corvex-plan-nominate-180300709.html


TULSA, Okla.--(BUSINESS WIRE)--

The Williams Companies, Inc. (WMB) (“Williams” or the “Company”), in response to comments from Keith Meister of Corvex Management LP (“Corvex”) that Corvex intends to nominate 10 of its employees to stand for election to the Company’s Board of Directors at the 2016 Annual Meeting of Stockholders, issued the following statement:

Given the events of the last year, it is unfortunate that Corvex intends to launch a distracting and costly proxy contest while Williams is moving forward with its plan to identify new, highly qualified and independent directors.

The Williams Board maintains open communications with stockholders, welcomes their input and perspective, and is committed to acting in their best interests. In that regard, after discussions with Corvex and other Williams stockholders, Williams intends to appoint three new, independent directors to its Board of Directors prior to the Company’s 2016 Annual Meeting. The Board’s comprehensive process to identify additional highly qualified directors is underway, and Williams expects to announce new Board appointments in the coming weeks. Williams is committed to the highest standards of corporate governance and to maintaining a world-class Board that comprises directors with appropriate expertise, experience and skills.

The Board believes that it is important that the new directors who will be appointed in the coming weeks participate in Board discussions regarding the composition of the Board going forward. The Board reached out to Mr. Meister regarding the Corvex proposal and indicated that including the new directors in Board deliberations would allow the Board to take immediate advantage of the expertise, experience and insight of the new directors. Therefore, the Board indicated it would promptly make a determination on the Corvex proposal once the new Board members are appointed.

Notably, since early July, the Williams management team has announced a series of actions, including its strategic plan, and the Company’s stock has increased in value by approximately 35%.
• Williams and Williams Partners announced immediate measures designed to enhance their values, strengthen their credit profile and fund the development of a significant portfolio of fee-based growth projects at Williams Partners, while maintaining flexibility as financial and operational plans are being reviewed.
• Williams Partners expects to implement a Distribution Reinvestment Program (DRIP); Williams intends to reinvest approximately $1.7 billion into Williams Partners through 2017, funded by reduced quarterly cash dividends.
• Williams Partners announced that it has conditionally committed to execute a new gas gathering agreement with a new producer customer, a private company successor to Chesapeake Energy (CHK), in the Barnett Shale. Additionally, Williams Partners and Chesapeake agreed to a revised contract in the Mid-Continent region. Among other benefits, this is expected to reduce customer concentration risk and result in additional drilling and volumes in the basins.
• Williams and Williams Partners announced that they have agreed to sell the companies’ Canadian businesses to Inter Pipeline Ltd. for combined cash proceeds of $1.35 billion CAD.
• Williams’ cost reduction initiatives to address the realities of slower growth in key supply areas are on-track, with $55 million in lower adjusted costs for the second quarter of 2016 versus the prior year period despite additional assets being in service.
• Williams and Williams Partners disclosed a 2017 $3.1 billion growth capital program, approximately three-quarters of which relates to Transco expansions in high growth demand markets under long-term contracts.

While the Company does not comment on M&A rumors, the Williams Board is open minded and evaluates all potentially value enhancing strategic opportunities. The Williams Board and management team will continue to take decisive actions to position Williams for the future. Williams remains committed to enhancing stockholder value, maintaining superior service for its customers and ensuring a safe working environment.

8/19/16 Williams Announces Quarterly Cash Dividend


August 19, 2016




TULSA, Okla.--(BUSINESS WIRE)--

Williams’ (WMB) board of directors has approved a regular dividend of $0.20, or $0.80 annualized, on the company’s common stock, payable September 26, 2016 to holders of record at the close of business September 9, 2016.

8/18/16 Williams Rebuffs Enterprise Merger Bid, Financial Times Says

August 18, 2016

http://finance.yahoo.com/news/williams-rebuffed-enterprise-takeover-bid-173204846.html

Williams Cos. recently rebuffed a takeover bid by pipeline rival Enterprise Products Partners LP, the Financial Times reported Thursday, citing people briefed on the negotiations.

Enterprise Products remains interested in a deal for Williams and may make another offer, according to the Times. Williams surged as much as 12 percent on the news to $29.09. Enterprise Products was up as much as 1.7 percent at $28.03.

Enterprise Products spokesman Rick Rainey declined by phone to comment. Williams didn’t immediately respond to requests for comment.

News of Enterprise’s interest comes less than two months after Energy Transfer walked away from its deal to buy Williams. Last year’s plunge in oil prices threw into question the economics of that merger, and Energy Transfer won a court case that allowed it to terminate its offer.


Under Scrutiny

Williams’s future -- and CEO Alan Armstrong’s place in leading it -- has come under scrutiny since Dallas-based Energy Transfer terminated the takeover. Within two days of the deal dying, six Williams board members resigned after failing to oust Armstrong as chief executive officer.

Earlier this month , Armstrong said the company remains focused on building natural gas pipelines connecting supplies in remote shale formations to fast-growing markets. The company cut its dividend 69 percent and said it would instead invest about $1.7 billion in its Williams Partners LP unit to help pay for “growth projects.”

WMB

and there you have it, that sharp option trader that bought 10000 Sept 25 calls for .83 cents each now going for $1.77 for a 119% gain and $938,000 profit so far, and more to come by the looks of the chart. more later

R5

WMB bullish 25.805

WMB

saving money and stock piling cash, that is good, that sharp option trader
that bought 10000 Sept 16 25 calls for .83 cents now 1.68 sitting on a $850,000 profit. good call

R5

WMB

if WMB manages to breakout of this channel upward, $30 a given.

R5

What Do Analysts Recommend for WMB and WPZ?

By Kurt Gallon
Aug 3, 2016 12:33 pm EDT

http://marketrealist.com/2016/08/analysts-recommend-williams-2q16-earnings/

Analysts’ ratings for WMB and WPZ

In this part, we’ll look at what Wall Street analysts recommend for Williams Companies (WMB) and Williams Partners (WPZ). On a broader level, 57.1% of analysts rate Williams Companies as a “buy,” 35.7% rate it as a “hold,” and 7.2% rate it as a “sell.” At the same time, Williams Partners has been rated as a “hold” by 57.1% of the analysts surveyed. The remaining 42.9% rate it as a “buy.” The MLP doesn’t have any “sell” recommendations.



The median broker target price of $26 and $37.5 for Williams Companies and Williams Partners implies a 15.4% and 8.1% price return in the next 12 months from their August 1, 2016, closing price of $22.5 and $34.7, respectively. Williams Companies’ peer, Energy Transfer Equity (ETE) has “hold” ratings from 50.0% of the analysts.


Outlook for Williams Companies

Williams Companies’ outlook depends on Williams Partners’ ability to grow its distributable cash flows and distributions. Below are few positive and negatives for the Williams franchise.

Positives

It has a significant project backlog.

Williams Companies and Williams Partners are expected to benefit from the rise in natural gas demand from power utilities, local distribution companies, and LNG exports in the long run. According to Alan Armstrong, Williams Companies’ CEO, “In 2018, we expect to have twice as much fully-contracted capacity on Transco as we did in 2010. Quarter after quarter, the significant advantages of increased fee-based revenues are evident as we bring demand-driven projects into service. Additionally, as we execute on current projects, our assets continue to attract a steady number of requests for new market area capacity.” Transco is the wholly owned subsidiary of Williams Partners.

Negatives

Both Williams Companies and Williams Partners are highly leveraged
Williams Companies announced a distribution cut.

Williams Partners’ operating performance is negatively impacted by several production shut-ins across its Central and Northeast G&P segments.

Williams Partners has low distribution coverage.

Williams Partners has high counterparty exposure.

Williams Companies’ Distribution Cut and Reinvestment Plan

By Kurt Gallon
Aug 3, 2016 12:33 pm EDT

http://marketrealist.com/2016/08/williams-companies-announced-distribution-cut-reinvestment-plan/?

2Q16 distributions

Williams Companies (WMB) and Williams Partners (WPZ) declared a distribution of $0.64 and $0.85 per unit, respectively, for 2Q16. Williams Partners’ distributable cash flow rose by 5.1% YoY in 2Q16. This resulted in a slight improvement in the partnership’s distribution coverage.

Williams Partners is expected to keep its distribution flat for the coming quarters. At the same time, William Companies decided to cut its quarter distribution to $0.2 per share in effect from 3Q16. Williams Companies expects to save $1.3 billion annually from this distribution cut.



Williams Companies’ reinvestment plans

Williams Companies expects to reinvest $1.7 billion in Williams Partners through 2017 to support its growth plans and reduce leverage. According to the press release, “Williams plans to reinvest $500 million into Williams Partners in 2016 including $250 million in the third quarter via a private purchase of common units with the balance in the fourth quarter via the DRIP. An additional $1.2 billion is planned to be reinvested in 2017 via the DRIP.” DRIP here refers to Williams Partners Dividend Reinvestment Plan. The DRIP plan, which is expected to begin in 3Q16, would allow WPZ’s unitholders to reinvest “all or a portion of the quarterly cash distributions.”

Williams Companies closed 6.0% lower ahead of its after-market earning release on August 1. At the same time, Williams Partners was down 7.1%. Williams Companies’ share might continue to slide the following day. Williams Companies has lost 12.3% of its market value since the beginning of 2016. At the same time, the Alerian MLP ETF (AMLP), which is comprised of 24 midstream energy MLPs, has returned 4.6%.

Canadian business sale

Williams Companies and Williams Partners are expecting to close the sale of their Canadian business in 3Q16. Williams Partners expects to receive $800 million from the proposed $1 billion asset sale. This is expected to reduce Williams Partners’ “external capital-funding needs.”

Analyzing Williams Companies and Williams Partners' 2Q16 Results

http://marketrealist.com/2016/08/drove-williams-partners-2q16-ebitda-growth/

What Drove Williams Partners’ 2Q16 EBITDA Growth?

By Kurt Gallon
Aug 3, 2016 12:33 pm EDT


Williams Partners’ 2Q16 EBITDA

Williams Companies (WMB) and its MLP subsidiary, Williams Partners (WPZ), reported their 2Q16 earnings on August 1, 2016. Energy Transfer Equity (ETE) is scheduled to report its 2Q16 earnings on August 3. For an earnings preview on Energy Transfer Equity and its subsidiaries, read What to Expect from ETE’s, ETP’s, and SXL’s 2Q16 Earnings.




What Drove Williams Partners’ 2Q16 EBITDA Growth?

Williams Companies’ earnings mainly depend on distribution income from Williams Partners. Therefore, Williams Partners’ EBITDA (earnings before interest, tax, depreciation, and amortization) growth drives Williams Companies’ earnings. Williams Partners’ 2Q16 adjusted EBITDA increased to $1.1 billion from $1.0 billion in 2Q15—a YoY (year-over-year) increase of 6.4%. However, the partnership missed its 2Q16 EBITDA estimate marginally by 0.7%.


Williams Partners’ 2Q16 EBITDA drivers

The YoY change in Williams Partners’ 2Q16 EBITDA was mainly driven by the following factors:

Atlantic-Gulf segment – The segment saw a 6.2% YoY EBITDA decline in 2Q16 driven mainly by a one-month shutdown at Gulfstar One. This was slightly offset by expansion projects placed into service.

Central segment – The segment includes operations “that were previously part of the former Access Midstream segment located in Louisiana, Texas, Arkansas, and Oklahoma.” The segment’s 2Q16 performance benefited from cost-cutting measures.

NGL & Petchem Services segment – The segment’s adjusted EBITDA increased to $80 million in 2Q16 from $33 million in 2Q15. The YoY jump in adjusted EBITDA was mainly driven by higher olefins margins.
Northeast G&P segment – The Northeast G&P segment posted 5.4% YoY EBITDA growth in 2Q16 driven by lower operating and G&A (general & administrative) expenses.

West segment – The segment benefited from lower operating and G&A expenses in 2Q16.

In the next part, we’ll look at the companies’ 2Q16 distributions and Williams Companies’ reinvestment plans.

WMB

WMB

Raised to Outperform from Mkt perform by Raymond James 1 hour ago

R5

WMB

up nicely pre market back in the spotlight?
Sept 16, 25 calls last trade .70cents

R5

roman

they were not sold, they were bought

Every transaction has a buyer and a seller.

WMB

they were not sold, they were bought, the alert come from a research firm
that monitors option trading, they have been very reliable.

I'm looking for $30+ on this run and I'll be right along side that option trader

Happy Coding
R5

romanov5

expecting a rally here
on Friday a sharp option trader bought 10000 sept 25 calls for .83 cents

Maybe so but you could also say:

Not expecting a rally here on Friday a sharp option trader sold 10000 sept 25 calls for .83 cents.

WMB

expecting a rally here
on Friday a sharp option trader bought 10000 sept 25 calls for .83 cents.
watch or follow?

happy coding
R5

WMB

cpps: $20.51 6/29/16

Williams Comments on ETE’s Decision to Terminate Merger Agreement

http://finance.yahoo.com/news/williams-comments-ete-decision-terminate-135100474.html

Energy Transfer Terminates $33 Billion Merger With Williams

http://www.bloomberg.com/news/articles/2016-06-29/energy-transfer-terminates-williams-merger-after-court-ruling


by Ramsey Al-Rikabi


June 28, 2016 — 11:18 PM MDT

Updated on June 29, 2016 — 8:10 AM MDT

Energy Transfer Equity LP terminated its agreement to buy Williams Cos. after 18 months of negotiations, leaving Williams to carry on as a standalone company and Energy Transfer to seek other options for growth.

Energy Transfer provided written notice terminating the nearly $33 billion agreement, according to a statement Wednesday. That after a Delaware judge ruled last week that it could back out of its bid to buy the rival pipeline giant after failing to get lawyers to sign off on a tax opinion. By the time Williams shareholders tried to salvage the merger by voting to approve the takeover Monday, investors had already assumed the deal was dead.

The proposed tie-up now stands as one of the largest deals undone by the plunge in oil prices that has sent shock waves through companies, industries and entire economies. Crude’s collapse dragged the market value of both companies down by more than a third, straining their relationship and throwing into question the economics of the deal. As oil sank lower than either expected, both companies accused each other of sabotaging the deal.

“At some point Energy Transfer is going to have to go back to the M&A markets to grow,” Bloomberg Intelligence analyst Michael Kay said by phone Wednesday. “They’re just too big to keep growing organically.”

Court Ruling

Delaware Chancery Court Judge Sam Glasscock ruled June 24 that Energy Transfer may terminate the merger after its advisers said the deal didn’t free investors from tax liabilities. Williams remained steadfast, saying it would “enforce its rights” under the terms of its agreement if Energy Transfer attempts to terminate the pact, according to a statement after the decision.

Williams filed a notice of appeal, though it didn’t ask the Delaware Supreme Court for a quick hearing, meaning that such a step could take months -- if the court agrees to a hear the case at all.

“Williams does not believe ETE had a right to terminate the merger agreement,” the company said in a statement Wednesday. “Williams has concluded that it is in the best interests of its stockholders to seek, among other remedies, monetary damages from ETE.”

The termination allows each side to walk away without a breakup fee, and means Energy Transfer Equity can avoid “being overburdened with $10 billion in new debt,” Bloomberg Intelligence analysts Kay and Brandon Barnes wrote in research published Wednesday.

Investor Pressure

Before the deal, Williams was facing pressure from investors to simplify its corporate structure and lower its cost of capital. In the aftermath of the Energy Transfer fight, it may see a shakeup in its management ranks.

Energy Transfer made several offers before Williams’ board agreed to the purchase in September. Keith E. Bailey, who served as Williams’ chief executive officer from 1994 to 2002, suggested that those at Williams who were most in favor of the deal should resign.

“You need the board and the management team to be on the same page and moving in the same direction,” Bailey said in a phone interview on June 23.

Dividend Cut

Williams has already telegraphed one move. Earlier this month, it said it may have to cut its 64-cent quarterly dividend -- for the first time in at least a decade -- by a “material” amount. The shareholder payout may be cut by 75 percent in the third quarter, Timm Schneider, an analyst at Evercore ISI, said in a note to clients on Monday. Schneider also gave Williams a "buy" rating and a target price of $24 per share.

Williams may also revive a plan to buy out owners of its master limited partnership, Williams Partners LP, Kay said. That offer was scuttled by the Energy Transfer agreement.

Meanwhile, Energy Transfer Chief Executive Officer Kelcy Warren feared that pushing ahead with the deal would prompt analysts to downgrade the company and cause an “implosion,” according to court testimony from Jamie Welch, the company’s former chief financial officer.

Energy Transfer was up 3.9 percent $14.97 at 9:52 a.m. in New York. Williams fell 0.6 percent to $20.52.

“We like both,” Jefferies LLC analyst Christopher P. Sighinolfi said by phone Wednesday. “We would expect over time for both to appreciate. We’d advocate buying both securities but we recognize there’s a host of issues that will linger and persist following all the visible turmoil from the springtime"

Williams Announces Preliminary Stockholder Merger Consideration Election Results

Business Wire
The Williams Companies, Inc.
3 hours ago

http://finance.yahoo.com/news/williams-announces-preliminary-stockholder-merger-131500258.html




TULSA, Okla.--(BUSINESS WIRE)--



The Williams Companies, Inc. (WMB) (“Williams”) today announced the preliminary results of the elections made by its stockholders as to the form of merger consideration they wish to receive in connection with Energy Transfer Equity, L.P.’s (“ETE”) pending acquisition of Williams.

As previously announced, the cash and stock elections will be subject to proration and adjustment procedures that are further described in the merger agreement between Williams and ETE (the “Merger Agreement”). Subject to those proration and adjustment procedures in the Merger Agreement, common stockholders of Williams had the option to elect to receive for each share of Williams common stock (other than Williams shares held by Williams, subsidiaries of Williams, Energy Transfer Corp LP (“ETC”) and its affiliates and shares for which the holder thereof has perfected appraisal rights under Delaware law) the right to:

$8.00 in cash and 1.5274 common shares representing limited partner interests in ETC (“ETC Common Shares”) (the “Mixed Consideration”); or

1.8716 in ETC Common Shares (the “Share Consideration”); or

$43.50 in cash (the “Cash Consideration”).

Based on the information as of the election deadline, 5:00 p.m., Eastern Time, on June 24, 2016 (the “Election Deadline”), the preliminary merger consideration election results were as follows:

Holders of 22,447,733.992 shares of Williams common stock, or approximately 2.859% of the outstanding shares of Williams common stock, elected to receive the Mixed Consideration;

Holders of 25,222,476.625 shares of Williams common stock, or approximately 3.212% of the outstanding shares of Williams common stock, elected to receive the Share Consideration;

Holders of 489,030,749.927 shares of Williams common stock, or approximately 62.291% of the outstanding shares of Williams common stock, elected to receive the Cash Consideration; and

Holders of 248,375,417.456 shares of Williams common stock, or approximately 31.637% of the outstanding shares of Williams common stock, failed to make a valid election prior to the Election Deadline.

These are preliminary results. After the final results of the merger consideration election process are determined, the final allocation and proration of merger consideration will be calculated in accordance with the terms of the Merger Agreement.

Williams stockholders are reminded that until the consummation of the proposed merger, Williams stockholders will not be able to transfer (including by sale) shares of Williams common stock for which a properly completed Form of Election has been submitted to American Stock Transfer & Trust Company, LLC (“AST”). The date on which the closing of the merger, if any, will occur is not known at this time1 and as a result, the period of time during which the transfer restriction will apply is also unknown. Williams stockholders who have not submitted a properly completed Form of Election to AST are advised that they may still be unable to transfer all or a portion of their shares (including by sale) because, as a result of all shares of Williams common stock for which an election was validly made no longer being transferable, there may be no trading market that will provide holders with adequate liquidity to make the desired transfer.

In addition to the receipt of Williams stockholder approval, the transaction remains subject to other customary closing conditions

Williams Shareholders Said to Approve Energy Transfer Merger

http://www.bloomberg.com/news/articles/2016-06-27/williams-shareholders-said-to-approve-energy-transfer-merger-ipy56x8l?cmpid=yhoo.headline

Williams Cos.’s proposed merger with pipeline rival Energy Transfer Equity LP lives on -- at least in Williams’ eyes-- after shareholders were said to approve the multibillion-dollar deal.

Investors voted Monday for the merger at a special meeting in Tulsa, Oklahoma, according to a person familiar with the results. The vote sets the stage for an appeal of a ruling Friday by Delaware Chancery Court Judge Sam Glasscock that Energy Transfer can walk away from the deal after its advisers said the merger didn’t free investors from tax liabilities.

Once valued at $32.9 billion, the merger soured on multiple fronts after it was first announced in September. While Williams is likely to appeal, it will have a hard time getting the decision overturned, said Brandon Barnes, a litigation analyst with Bloomberg Intelligence.




“Chancery courts are experts in complex business litigation such as this, and are given considerable deference by the Delaware Supreme Court, which is the next level of review,” Barnes said in a research note Monday.

Williams said in a statement Friday after Glasscock’s ruling that it remains committed to closing the deal and will “enforce its rights” under the terms of its agreement if Energy Transfer attempts to terminate the pact. Williams may seek to extend the merger’s Tuesday deadline, Barnes said.

Williams shares were down 3.2 percent to $20.62 at 11 a.m. Monday in New York trading. Energy Transfer units were up 1.2 percent to $14.

The collapse in crude prices dragged the market value of both companies down by more than a third, straining the relationship between the two and throwing into question the economics of their deal.

Energy Transfer (ETE) Gets Permission to Exit Williams Deal

Zacks
By Zacks Equity Research
2 hours ago

Texas pipeline company Energy Transfer Equity L.P. ETE is no longer bound by its agreement to buy rival natural gas pipeline company Williams Companies, Inc. WMB, according to the recent ruling by the Supreme Court of Delaware.

Notably, the ruling came in a lawsuit filed by Williams to hold Energy Transfer Equity to the deal. In May, Williams took the legal step when Energy Transfer Equity expressed concerns over the merger citing that the deal had not secured the necessary legal opinion to make it tax-free for shareholders. This marked the third separate lawsuit filed by the company over the span of six weeks. Per Williams, Energy Transfer Equity was using the tax opinion as a ruse to miss the merger deadline of Jun 28, and was deliberately trying to disorganize the deal.

However, much to the dismay of Williams, the Supreme Court ruled in favor of Energy Transfer Equity. The court concluded that Energy Transfer Equity had not breached the merger agreement when in March it reported a tax problem that would prevent the deal from closing on the scheduled date.

Last September, Energy Transfer Equity had valued its acquisition agreement with Williams at $33 billion and had agreed to pay $6 billion in cash to Williams as part of the cash-and-stock acquisition. However, the deal became less attractive due to a sharp decline in oil prices later. The cash payment of $6 billion made this pending merger a nightmare for Energy Transfer Equity given that borrowing this amount in a down market exposed the company to the risk of being overleveraged

Williams Deal with Energy Transfer in Death Throes After Court Ruling
.
http://blogs.barrons.com/incomeinvesting/2016/06/27/williams-deal-with-energy-transfer-in-death-throes-after-court-ruling/?mod=yahoobarrons&ru=yahoo


By Amey Stone

A Friday decision by a Delaware judge, has effectively signaled the demise the merger of Williams Cos. (WMB) and its potential acquirer, Energy Transfer Equity (ETE), even as Williams’ shareholders are scheduled to vote on the deal Monday.

The judge ruled Friday that Energy Transfer can get out out of the deal due to tax complications. Williams had sued ETE arguing that tax attorneys were helping ETE scuttle the deal by failing to come up with an opinion letter on tax issue. The judge found the attorneys were acting in good faith. Without the letter, the deal can’t close by the Tuesday deadline agreed to by both parties.

In pre-market trading Monday, Williams shares were down 7% to $19.91. ETE’s shares were up 7% to $14.85. Both companies shares are down about 60% in the past year.

Williams continues to ask its shareholders to vote in favor of the deal. It is likely to appeal, according to The Wall Street Journal, which explains:


Williams has spent months arguing publicly that investors would be better off going through with the deal, even as Energy Transfer did everything it could to get out, and relations between the companies turned rancorous.

The legal fight will likely continue. Williams has said it is committed to closing the deal, and is considering appealing the ruling, a person familiar with the matter said. If Williams loses that appeal, it could sue Energy Transfer for damages.

Williams shares drop after judge backs Energy Transfer in merger dispute


Published: June 24, 2016 6:00 p.m. ET


Shares of Williams Cos. WMB, -3.05% dropped in the extended session Friday after a Delaware judge sided with Energy Transfer Equity LP ETE, +1.30% on backing out of a proposed merger. Williams shares fell 6.8% to $19.86 on heavy volume after hours, while shares of Williams Partners LP WPZ, -5.28% slipped 3.2% to $32.96. Shares of Energy Transfer equity jumped 8.1% to $14.95. In a statement, Williams said it will "take appropriate actions to enforce its rights" under the merger agreement, and recommended that shareholders still vote in favor of the merger on Monday.

Delaware Expected to Rule in Favor of Energy Transfer on Williams Merger

https://www.thestreet.com/story/13616991/1/delaware-expected-to-rule-in-favor-of-energy-transfer-on-williams-merger.html?puc=yahoo&cm_ven=YAHOO

ETE tax chief takes blame for miscue on deal’s tax opinion

http://thedealnewsroom.tumblr.com/post/146254660042/ete-tax-chief-takes-blame-for-miscue-on-deals-tax

Williams’ lawyers scoff at his explanation for a snag that brought the companies’ merger to a halt.

by David Marcus

Brad Whitehurst and Tim Fenn attempted to explain why Energy Transfer Equity LP (ETE) only discovered a problem fatal to ETE’s attempt to purchase Williams Cos. Inc. (WMB) six months after the deal was signed in testimony on Monday before Vice Chancellor Sam Glasscock III in the Court of Chancery in Georgetown, Del. ETE claims that it is unable to complete its purchase of Williams because Latham & Watkins LLP, where Fenn is a tax partner, is unable to give an opinion that the troubled deal qualifies for tax-free treatment under Section 721(a) of the Internal Revenue Code.

Williams believes that the tax issue is a pretext for ETE CEO Kelcy Warren to exit a deal initially valued at roughly $40 billion that he now regrets and is asking Glasscock to force ETE to go through with the transaction if Williams stockholders approve it on Monday. Warren himself was in the courtroom yesterday and is on the witness list, though other tax lawyers will take the stand before he does in the second day of a two-day trial before Glasscock.

Whitehurst, the head of tax at ETE, said that he misunderstood a fundamental aspect of the transaction structure and discovered the error only in late March. The companies signed the agreement in September. Under the terms of the deal, Williams would merge into ETC - a newly formed ETE subsidiary whose only asset is ETE partnership units. ETC would then issue stock backed by the ETE units to Williams stockholders, while ETE would pay $6.05 billion for a 19% stake in ETC, with the money also being paid to the Williams stockholders.

Whitehurst said he thought that the ETC stake ETE would receive would depend on the price of ETE partnership units - in other words, that the exchange ratio on that part of the deal was floating. In reality, the exchange ratio was fixed. When he discovered his error in March, he called Fenn and Laurence Stein, his tax lawyers at Latham, who did a thorough investigation of the issue and concluded they could not opine that the deal should qualify for tax-free treatment to ETE, a condition of the merger. Whitehurst at one point seemed to suggest that he diagrammed the structure of the transaction for the first time in March.

Williams claims that by late March, Warren’s desire to exit the transaction by any means available was abundantly clear. In cross-examining Whitehurst, Antony Ryan, a litigation partner at Cravath, Swaine & Moore LLP, Williams’s law firm, tried to cast doubt upon Whitehurst’s story by pointing out that he would have read the drafts of the filings with the SEC on the deal multiple times.

Fenn said that the decline in ETE helped was a key reason why his firm was unable to give the opinion mentioned in the parties’ merger agreement. He testified that he and his lawyers have spent 1,000 hours analyzing the issue since Whitehurst brought it to their attention in March. He admitted that he thought before the deal was signed that Latham would have no problem rendering the 721(a) opinion.

“I find it hard to believe there is no issue here,” Fenn testified under examination by Michael Holmes, a partner at Vinson & Elkins LLP in Houston and ETE’s lead trial lawyer.

On cross-examination, Kenneth Nachbar, a partner at Morris, Nichols, Arsht & Tunnell LLP, introduced the notes of a conversation among Whitehurst, Fenn and Stein to suggest that ETE was subtly pushing Latham not to give the opinion from the time Whitehurst contacted the firm in late March.

Under normal circumstances, Nachbar said, a client would be apoplectic if a law firm was unable to deliver a tax opinion it has said it would be able to give. But “nobody got upset” at ETE when that happened, Nachbar suggested.

Andrew Needham, a tax partner at Cravath who advised Williams, will take the stand on Tuesday morning to give his side of the issue, with an expert witness on the topic to follow. The trial is scheduled to end tomorrow, and Glasscock will likely have to issue a ruling by the end of the week, since the Williams stockholder vote is scheduled for Monday.

Energy Transfer CEO Feared Deal Would Cause ‘Implosion’

http://finance.yahoo.com/news/energy-transfer-ceo-feared-deal-185529213.html

Bloomberg
By Tim Loh, Jef Feeley
June 20, 2016 2:55 PM

Energy Transfer Equity LP CEO Kelcy Warren feared that pushing ahead with a merger with rival pipeline operator Williams Cos. after a plunge in oil prices would prompt analysts to downgrade the company and cause an “implosion,” the firm’s former top financial executive said.

Warren began weighing whether to walk away from the combination with Tulsa, Oklahoma-based Williams in December 2015, saying the downturn in the oil and gas market raised fears about Energy Transfer’s viability, Jamie Welch, the company’s ex-chief financial officer, testified.

More from Bloomberg.com: Boeing, Russian Firm Said Near $4 Billion Deal to Save 747

“He was of the belief if we had to close the transaction, we would have a credit-ratings downgrade that could create an implosion,” Welch testified in a video deposition played during a Delaware Chancery Court trial over the faltering merger.

Judge Sam Glasscock must decide whether Dallas-based Energy Transfer or Williams violated the merger agreement in ways that make it impossible to close the deal, once valued at $32 billion. Williams’s shareholders are scheduled to vote June 27 on whether they still want to be acquired by the rival pipeline company.


Good Deal

What looked like a good deal last year to combine two of the U.S.’s largest pipeline operators turned sour after plummeting oil prices upended its financial logic and raised questions about the benefits of the corporate marriage.

Since Energy Transfer offered to buy Williams for $43.50 a share in either cash or stock in September, the global glut of crude has wiped out almost half the value of both companies and forced the energy firms to twice slash the expected earnings boost from the merger. Oil prices plunged by almost $20 a barrel in the second half of last year while natural gas futures slid 16 percent.

Warren, who was in the Georgetown, Delaware, courtroom, has publicly said the merger can’t be finalized on its original terms because it has crippling tax issues. Williams’s officials counter that Energy Transfer’s top executive is using the tax argument as a pretext to scuttle the merger and is asking Glasscock to make its partner live up to the deal.

Vicki Anderson Granado, a spokeswoman for Energy Transfer, didn’t immediately return a phone call seeking comment on the testimony.

Ousted CFO

Welch, ousted as Energy Transfer’s CFO in February, said Warren called him while he was in Australia in December 2015 to explore what the company’s options were for pulling out of the deal. “He wanted to understand what the rights and obligations were under the merger agreement,” Welch testified. “If he could walk away under the merger agreement, he would have.”

Warren also showed little interest in offers from Williams’s executives to revise the merger to address questions about whether the IRS would view the combination as properly freeing investors of all tax liabilities, Welch said. The chief executive officer was “uninterested in restructuring” the deal, Welch said.

Williams officials also accuse Energy Transfer of violating the merger agreement by going ahead with an equity offering that wasn’t blessed by its merger partner. Williams says the offering was designed in part to unfairly increase Warren’s payout on units he held in some Energy Transfer’s partnerships.

Business Reason

Welch said he opposed setting up the offering that way, adding that Warren didn’t receive a salary or bonus and relied on the payments. “I didn’t understand the business justification for the preferred payment,” he said in the deposition.

Welch has sued Energy Transfer in state court in Texas over his ouster, saying he’s owed $1 million over his termination.

Williams claims that Energy Transfer officials banned some of its lawyers who’d suggested a fix to the tax problem from consulting with other attorneys hired to study the issue.

That suggested to Williams that Energy Transfer wasn’t “committed to closing the deal,” Minh Van Ngo, a lawyer at New York’s Cravath, Swaine & Moore LP, testified in court Monday. Firms who want to push ahead with a merger don’t “silence its advisers,” he said.

The case is Williams Cos. v. Energy Transfer Equity LP, CA12337, Delaware Chancery Court (Georgetown).