General

We are an energy company committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Our operations are located in the United States.



Our interstate natural gas pipeline strategy is to create value by maximizing
the utilization of our pipeline capacity by providing high quality, low cost
transportation of natural gas to large and growing markets. Our gas pipeline
businesses' interstate transmission and storage activities are subject to
regulation by the FERC and as such, our rates and charges for the transportation
of natural gas in interstate commerce, and the extension, expansion or
abandonment of jurisdictional facilities and accounting, among other things, are
subject to regulation. The rates are established primarily through the FERC's
ratemaking process, but we also may negotiate rates with our customers pursuant
to the terms of our tariffs and FERC policy. Changes in commodity prices and
volumes transported have limited near-term impact on these revenues because the
majority of cost of service is recovered through firm capacity reservation
charges in transportation rates.

The ongoing strategy of our midstream operations is to safely and reliably
operate large-scale midstream infrastructure where our assets can be fully
utilized and drive low per-unit costs. We focus on consistently attracting new
business by providing highly reliable service to our customers. These services
include natural gas gathering, processing, treating, and compression, NGL
fractionation and transportation, crude oil production handling and
transportation, marketing services for NGL, crude oil and natural gas, as well
as storage facilities.

Consistent with the manner in which our chief operating decision maker evaluates
performance and allocates resources, our operations are conducted, managed, and
presented within the following reportable segments: Transmission & Gulf of
Mexico, Northeast G&P, West, and Sequent. All remaining business activities are
included in Other. As of December 31, 2021, our reportable segments are
comprised of the following businesses:

•Transmission & Gulf of Mexico is comprised of our interstate natural gas
pipelines, Transco and Northwest Pipeline, as well as natural gas gathering and
processing and crude oil production handling and transportation assets in the
Gulf Coast region, including a 51 percent interest in Gulfstar One (a
consolidated variable interest entity), which is a proprietary floating
production system, a 50 percent equity-method investment in Gulfstream, and a 60
percent equity-method investment in Discovery.

•Northeast G&P is comprised of our midstream gathering, processing, and
fractionation businesses in the Marcellus Shale region primarily in Pennsylvania
and New York, and the Utica Shale region of eastern Ohio, as well as a 65
percent interest in our Northeast JV (a consolidated variable interest entity)
which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest
in Cardinal (a consolidated variable interest entity) which operates in Ohio, a
69 percent equity-method investment in Laurel Mountain, a 50 percent
equity-method investment in Blue Racer (we previously effectively owned a 29
percent indirect interest in Blue Racer through our 58 percent equity-method
investment in BRMH until acquiring a controlling interest of BRMH in November
2020 and the remaining interest in September 2021), and Appalachia Midstream
Investments, a wholly owned subsidiary that owns equity-method investments with
an approximate average 66 percent interest in multiple gas gathering systems in
the Marcellus Shale region.

•West is comprised of our gas gathering, processing, and treating operations in
the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of
north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville
Shale region of northwest Louisiana, and the Mid-Continent region which includes
the Anadarko and Permian basins. This segment also includes NGL and natural gas
marketing business (excluding the activities within the Sequent segment
described below), storage facilities, an undivided 50 percent interest in an NGL
fractionator near Conway, Kansas, a 50 percent equity-method investment in OPPL,
a 50 percent equity-method investment in RMM, a 20 percent equity-method
investment in Targa Train 7, and a 15 percent interest in Brazos Permian II, LLC
(Brazos Permian II).

•Sequent includes the operations of Sequent Energy Management, L.P. and Sequent
Energy Canada, Corp. acquired on July 1, 2021 (Sequent Acquisition). Sequent
focuses on risk management and the marketing,
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trading, storage, and transportation of natural gas for a diverse set of natural
gas utilities, municipalities, power generators, and producers, and moves gas to
markets through transportation and storage agreements on strategically
positioned assets, including our Transco system.

•Other includes our upstream operations and minor business activities that are not reportable segments, as well as corporate operations.



Unless indicated otherwise, the following discussion and analysis of results of
operations and financial condition and liquidity relates to our current
continuing operations and should be read in conjunction with the consolidated
financial statements and notes thereto included in Part II, Item 8 of this
report.

Dividends



In December 2021, we paid a regular quarterly dividend of $0.41 per share. On
February 1, 2022, our board of directors approved a regular quarterly dividend
of $0.425 per share payable on March 28, 2022.

Overview



Net income (loss) attributable to The Williams Companies, Inc. for the year
ended December 31, 2021, increased by $1.3 billion over the prior year,
reflecting $223 million of higher net realized commodity margins, $280 million
of increased earnings from equity-method investments, primarily due to the
absence of our $78 million share of a 2020 impairment of goodwill at West and
higher volumes within Northeast G&P, as well as net realized product sales from
upstream operations of $313 million and $106 million of higher transportation
fee revenues associated with expansion projects placed in service at Transco in
2020 and 2021. The improvement over last year was partially offset by $314
million of higher operating and administrative costs, $121 million of higher
depreciation and amortization expense, and a $109 million unfavorable impact of
2021 net unrealized losses from commodity derivative instruments at Sequent. The
improvement over last year also reflects the absence of $1.4 billion in pre-tax
charges in 2020 related to impairments of equity-method investments, goodwill,
and certain assets, of which $65 million was attributable to noncontrolling
interests. The provision for income taxes changed unfavorably by $432 million
primarily due to higher pre-tax income.

The Sequent segment includes $109 million of net unrealized losses from
commodity derivatives not designated as hedges for accounting purposes. Sequent
can experience significant earnings volatility from the fair value accounting
required for the derivatives used to hedge a portion of the economic value of
the underlying transportation and storage portfolio. However, the unrealized
fair value measurement gains and losses are generally offset by valuation
changes in the economic value of the underlying transportation and storage
portfolio, which is not recognized until the underlying transportation and
storage transaction occurs.

Recent Developments

Share Repurchase Program

In September 2021, our Board of Directors authorized a share repurchase program
with a maximum dollar limit of $1.5 billion. Repurchases may be made from time
to time in the open market, by block purchases, in privately negotiated
transactions, or in such other manner as determined by our management. Our
management will also determine the timing and amount of any repurchases based on
market conditions and other factors. The share repurchase program does not
obligate us to acquire any particular amount of common stock, and it may be
suspended or discontinued at any time. This stock repurchase program does not
have an expiration date. There were no repurchases under the program as of
December 31, 2021.

Sequent Acquisition



In July 2021, we completed the acquisition of 100 percent of Sequent. Total
consideration for this acquisition was $159 million, which included $109 million
related to working capital. Sequent focuses on risk management and the
marketing, trading, storage, and transportation of natural gas for a diverse set
of natural gas utilities, municipalities, power generators, and producers, and
moves gas to markets through transportation and storage agreements on
strategically positioned assets, including our Transco system. The addition of
Sequent complements
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the geographic footprint of our core pipeline transportation and storage business, enhances our gas marketing capabilities, and expands the suite of services we provide to our existing midstream customers.

Upstream Joint Ventures



In the third quarter of 2021, we conveyed certain oil and gas properties in the
Wamsutter field, which we acquired in 2021, to a venture along with certain oil
and gas properties conveyed by a third-party operator in the region. Under the
terms of the agreement, the third party owns a 25 percent and we own a 75
percent undivided interest in each well's working interest. We will retain
ownership in the undeveloped acreage until certain acreage earning hurdles are
met, at which time the remaining undeveloped acreage will be conveyed to the
third party resulting in the third party owning 50 percent and us owning 50
percent. The combined properties consist of over 1.2 million net acres and an
interest in over 3,500 wells.

In the third quarter of 2021, we sold 50 percent of certain existing wells and
wellbore rights in the South Mansfield area of the Haynesville Shale region to a
third party operator, in a strategic effort to develop the acreage, thereby
enhancing the value of our midstream natural gas infrastructure. Under the
agreement, the third party will operate the upstream position and develop the
undeveloped acreage. We will retain ownership in the undeveloped acreage until
certain acreage earning and carried interest hurdles are met, at which time
remaining undeveloped acreage will be conveyed to the third party resulting in
the third party owning 75 percent and us owning 25 percent.

Expansion Project Update

Transmission & Gulf of Mexico

Leidy South

In July 2020, we received approval from the FERC for the project to expand
Transco's existing natural gas transmission system and also extend its system
through a capacity lease with National Fuel Gas Supply Corporation that will
enable us to provide incremental firm transportation from Clermont, Pennsylvania
and from the Zick interconnection on Transco's Leidy Line to the River Road
regulating station in Lancaster County, Pennsylvania. We placed 125 Mdth/d of
capacity under the project into service in the fourth quarter of 2020, and in
September and October of 2021, we placed approximately 382 Mdth/d of additional
capacity into service. We placed the remainder of the project into service in
December 2021. The project increased capacity by 582 Mdth/d.

Southeastern Trail



In October 2019, we received approval from the FERC to expand Transco's existing
natural gas transmission system to provide incremental firm transportation
capacity from the Pleasant Valley interconnect with Dominion's Cove Point
Pipeline in Virginia to the Station 65 pooling point in Louisiana. We placed 230
Mdth/d of capacity under the project into service in the fourth quarter of 2020,
and the project was fully in service on January 1, 2021. In total, the project
increased capacity by 296 Mdth/d.

COVID-19



The outbreak of COVID-19 severely impacted global economic activity and caused
significant volatility and negative pressure in financial markets. We continue
to monitor the COVID-19 pandemic and have taken steps intended to protect the
safety of our customers, employees, and communities, and to support the
continued delivery of safe and reliable service to our customers and the
communities we serve. Our financial condition, results of operations, and
liquidity have not been materially impacted by effects of COVID-19.

Company Outlook



Our strategy is to provide a large-scale, reliable, and clean energy
infrastructure designed to maximize the opportunities created by the vast supply
of natural gas and natural gas products that exists in the United States. We
accomplish this by connecting the growing demand for cleaner fuels and
feedstocks with our major positions in the premier natural gas and natural gas
products supply basins. We continue to maintain a strong commitment to safety,
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environmental stewardship including seeking opportunities for renewable energy
ventures, operational excellence, and customer satisfaction. We believe that
accomplishing these goals will position us to deliver safe, reliable, clean
energy services to our customers and an attractive return to our shareholders.
Our business plan for 2022 includes a continued focus on earnings and cash flow
growth.

In 2022, our operating results are expected to benefit from growth in our Ohio
Valley Midstream, Cardinal, Susquehanna, and Haynesville areas. We also
anticipate increases resulting from recently completed Transco expansion
projects and development of our upstream oil and gas properties. These increases
are partially offset by the absence of favorable results captured during Winter
Storm Uri in 2021 by our commodity marketing business and lower expected results
in the Bradford Supply Hub primarily due to lower gathering rates resulting from
annual cost of service contract redetermination.

We seek to maintain a strong financial position and liquidity, as well as manage
a diversified portfolio of safe, clean, and reliable energy infrastructure
assets that continue to serve key growth markets and supply basins in the United
States. Our growth capital and investment expenditures in 2022 are expected to
be in a range from $1.25 billion to $1.35 billion. Growth capital spending in
2022 primarily includes Transco expansions, all of which are fully contracted
with firm transportation agreements, projects supporting the Northeast G&P
business, opportunities in the Haynesville area, and an expansion in the Western
Gulf area. We also expect to invest capital in the development of our upstream
oil and gas properties. In addition to growth capital and investment
expenditures, we also remain committed to projects that maintain our assets for
safe and reliable operations, as well as projects that meet legal, regulatory,
and/or contractual commitments.

Potential risks and obstacles that could impact the execution of our plan include:



•Continued negative impacts of COVID-19 driving a global recession, which could
result in downturns in financial markets and commodity prices, as well as impact
demand for natural gas and related products;

•Opposition to, and regulations affecting, our infrastructure projects, including the risk of delay or denial in permits and approvals needed for our projects;

•Counterparty credit and performance risk;

•Unexpected significant increases in capital expenditures or delays in capital project execution;

•Unexpected changes in customer drilling and production activities, which could negatively impact gathering and processing volumes;

•Lower than anticipated demand for natural gas and natural gas products which could result in lower than expected volumes, energy commodity prices, and margins;

•General economic, financial markets, or industry downturns, including increased inflation and interest rates;

•Physical damages to facilities, including damage to offshore facilities by weather-related events;

•Other risks set forth under Part I, Item 1A. Risk Factors in this report.

Expansion Projects

Our ongoing major expansion projects include the following:

Transmission & Gulf of Mexico

Regional Energy Access



In March 2021, we filed an application with the FERC for the project to expand
Transco's existing natural gas transmission system to provide incremental firm
transportation capacity from receipt points in northeastern Pennsylvania to
multiple delivery points in Pennsylvania, New Jersey, and Maryland. We plan to
place the project into service as early as the fourth quarter of 2024, assuming
timely receipt of all necessary regulatory approvals. The project is expected to
increase capacity by 829 Mdth/d.
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Critical Accounting Estimates



The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions. We
believe that the nature of these estimates and assumptions is material due to
the subjectivity and judgment necessary, or the susceptibility of such matters
to change, and the impact of these on our financial condition or results of
operations.

Pension and Postretirement Obligations



We have pension and other postretirement benefit plans that require the use of
assumptions and estimates to determine the benefit obligations and costs. These
estimates and assumptions involve significant judgement and actual results will
likely be different than anticipated. Estimates and assumptions utilized include
the expected long-term rates of return on plan assets, discount rates, cash
balance interest crediting rate, and employee demographics, including retirement
age and mortality. These assumptions are reviewed annually and adjustments are
made as needed. The assumptions utilized to compute the benefit obligations and
costs are shown in Note 8 - Employee Benefit Plans of Notes to Consolidated
Financial Statements.

The following table presents the estimated increase (decrease) in net periodic
benefit cost and obligations resulting from a one-percentage-point change in the
specific assumption.

                                                                    Benefit Cost                                Benefit Obligation
                                                             One-                     One-                  One-                  One-
                                                          Percentage-              Percentage-           Percentage-           Percentage-
                                                             Point                    Point                 Point                 Point
                                                           Increase                 Decrease              Increase              Decrease
                                                                                           (Millions)
Pension benefits:
Discount rate                                        $           2          

$ - $ (97) $ 114 Expected long-term rate of return on plan assets

               (12)                        12                     -                     -
Cash balance interest crediting rate                             6                         (4)                   66                   (56)
Other postretirement benefits:
Discount rate                                                   (4)                        (1)                  (22)                   27
Expected long-term rate of return on plan assets                (3)                         3                     -                     -


Our expected long-term rates of return on plan assets, as determined at the
beginning of each fiscal year, are based on historical returns, forward-looking
capital market expectations of at least 10 years from our third-party
independent investment advisor, as well as the investment strategy and relative
weightings of the asset classes within the investment portfolio. Our expected
long-term rate of return on plan assets used for our pension plans was 3.69
percent in 2021. The 2021 actual return on plan assets for our pension plans was
approximately 4.9 percent. The 10-year average rate of return on pension plan
assets through December 2021 was approximately 9.2 percent. The expected rates
of return on plan assets are long-term in nature and are not significantly
impacted by short-term market performance.

The discount rates for our pension and other postretirement benefit plans are
determined separately based on an approach specific to our plans, which
considers a yield curve of high-quality corporate bonds and the duration of the
expected benefit cash flows of each plan.

The cash balance interest crediting rate assumption represents the average long-term rate by which the pension plans' cash balance accounts are expected to grow. Interest on the cash balance accounts is based on the 30-year U.S. Treasury securities rate.





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Results of Operations

Consolidated Overview

The following table and discussion is a summary of our consolidated results of operations for the three years ended December 31, 2021. The results of operations by segment are discussed in further detail following this consolidated overview discussion.



                                                                                             Year Ended December 31,
                                                            $ Change             % Change                              $ Change            % Change
                                                              from                 from                                  from                from
                                            2021              2020*                2020*               2020             2019*                2019*               2019
                                                                                                   (Millions)
Revenues:
Service revenues                         $ 6,001               +77                      +1  %       $ 5,924               -9                       -  %       $ 5,933
Service revenues - commodity
consideration                                238              +109                     +84  %           129              -74                     -36  %           203
Product sales                              4,536            +2,865                    +171  %         1,671             -392                     -19  %         2,063
Net gain (loss) on commodity derivatives    (148)             -143                         NM            (5)              -7                         NM             2
Total revenues                            10,627                                                      7,719                                                     8,201
Costs and expenses:
Product costs                              3,931            -2,386                    -154  %         1,545             +416                     +21  %         1,961
Processing commodity expenses                101               -33                     -49  %            68              +37                     +35  % 

105


Operating and maintenance expenses         1,548              -222                     -17  %         1,326             +142                     +10  % 

1,468


Depreciation and amortization expenses     1,842              -121                      -7  %         1,721               -7                       -  % 

1,714


Selling, general, and administrative
expenses                                     558               -92                     -20  %           466              +92                     +16  % 

558



Impairment of certain assets                   2              +180                     +99  %           182             +282                     +61  %           464
Impairment of goodwill                         -              +187                    +100  %           187             -187                         NM             -

Other (income) expense - net                  14                +8                     +36  %            22              -12                    -120  %            10
Total costs and expenses                   7,996                                                      5,517                                             

6,280


Operating income (loss)                    2,631                                                      2,202                                             

1,921


Equity earnings (losses)                     608              +280                     +85  %           328              -47                     -13  % 

375


Impairment of equity-method investments        -            +1,046                    +100  %        (1,046)            -860                         NM 

(186)


Other investing income (loss) - net            7                -1                     -13  %             8              -99                     -93  %           107
Interest expense                          (1,179)               -7                      -1  %        (1,172)             +14                      +1  %        (1,186)
Other income (expense) - net                   6               +49                         NM           (43)             -76                         NM            33
Income (loss) from continuing operations
before income taxes                        2,073                                                        277                                             

1,064


Less: Provision (benefit) for income
taxes                                        511              -432                         NM            79             +256                     +76  % 

335


Income (loss) from continuing operations   1,562                                                        198                                             

729


Income (loss) from discontinued
operations                                     -                 -                       -  %             -              +15                    +100  %           (15)
Net income (loss)                          1,562                                                        198                                                       714
Less: Net income (loss) attributable to
noncontrolling interests                      45               -58                         NM           (13)            -123                     -90  % 

(136)


Net income (loss) attributable to The
Williams Companies, Inc.                 $ 1,517                                                    $   211                                                   $   850


_______

* + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.


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2021 vs. 2020



Service revenues increased primarily due to higher transportation fee revenues
associated with expansion projects placed in service at Transco in 2020 and
2021, higher revenue associated with reimbursable electricity expenses, and
higher processing and fractionation revenues in our Northeast G&P segment. This
increase was partially offset by lower volume deficiency fee revenues, lower
gathering volumes, and lower deferred revenue amortization in our West segment.

Service revenues - commodity consideration increased primarily due to higher NGL
prices. These revenues represent consideration we receive in the form of
commodities as full or partial payment for processing services provided. Most of
these NGL volumes are sold during the month processed and therefore are offset
within Product costs below.

Product sales increased primarily due to higher prices and volumes associated
with our natural gas and NGL marketing activities, as well as the inclusion of
our recently acquired upstream operations. This increase also includes higher
prices related to our equity NGL sales activities. These increases were
partially offset by negative product marketing sales from Sequent (which does
not reflect Sequent's commodity derivative net realized gains discussed below).
As we are acting as agent for our Sequent natural gas marketing customers, our
natural gas marketing product sales are presented net of the related product
costs of those activities.

Net gain (loss) on commodity derivatives includes realized and unrealized gains
and losses from derivative instruments. The unfavorable change primarily
reflects net unrealized losses in our Sequent segment, and net realized losses
related to derivative contracts in our West and Other segments. Net realized
gains at our Sequent segment partially offset these impacts.

Product costs increased primarily due to higher prices and volumes associated
with our natural gas and NGL marketing activities, as well as higher NGL prices
associated with volumes acquired as commodity consideration related to our
equity NGL production activities.

Processing commodity expenses increased primarily due to higher prices for natural gas purchases associated with our equity NGL production activities, partially offset by lower volumes.



The net sum of Service revenues - commodity consideration, Product sales,
Product costs, Processing commodity expenses, and net realized gains and losses
on commodity derivatives related to sales of product comprise our commodity
margins. However, Product sales at our Other segment reflect sales related to
our oil and gas producing properties and are excluded from our commodity
margins.

Operating and maintenance expenses increased primarily due to the inclusion of
our recently acquired upstream operations and higher employee-related expenses,
which reflect the absence of a 2020 favorable impact of a change in an employee
benefit policy (see Note 5 - Other Income and Expenses of Notes to Consolidated
Financial Statements) and increased incentive compensation costs associated with
improved company performance, as well as higher reimbursable electricity
expenses.

Depreciation and amortization expenses increased primarily due to the inclusion
of our recently acquired upstream operations, reduced estimated useful lives for
certain facilities in our West segment decommissioned during 2021, new assets
placed in-service at Transco, and the amortization of intangible assets
resulting from the Sequent Acquisition.

Selling, general, and administrative expenses increased primarily due to higher
employee-related expenses, which reflect increased incentive compensation costs
associated with improved company performance, Sequent employee-related costs,
and the absence of a 2020 favorable impact of a change in an employee benefit
policy (see Note 5 - Other Income and Expenses of Notes to Consolidated
Financial Statements), partially offset by lower expenses for various corporate
costs.
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Impairment of certain assets reflects the 2020 impairment of our Northeast Supply Enhancement development project and certain gathering assets in the Marcellus Shale region (see Note 17 - Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).



Impairment of goodwill reflects the goodwill impairment charge at the Northeast
reporting unit in 2020 (see Note 17 - Fair Value Measurements, Guarantees, and
Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Equity earnings (losses) changed favorably primarily due to the absence of the
2020 impairment of goodwill at RMM, increases at Appalachia Midstream
Investments, Laurel Mountain, Blue Racer, Aux Sable, and Discovery, partially
offset by a decrease at OPPL.

Impairment of equity-method investments reflects the absence of 2020 impairments
to various equity-method investments (see Note 17 - Fair Value Measurements,
Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial
Statements).

The favorable change in Other income (expense) - net below Operating income
(loss) reflects the absence of a 2020 charge for a legal settlement associated
with former olefins operations and the absence of 2020 write-offs of certain
regulatory assets related to cancelled projects, partially offset by the
unfavorable impact of a 2021 accrual for a loss contingency.

Provision (benefit) for income taxes changed unfavorably primarily due to higher
pre-tax income. See Note 6 - Provision (Benefit) for Income Taxes of Notes to
Consolidated Financial Statements for a discussion of the effective tax rate
compared to the federal statutory rate for both periods.

The unfavorable change in Net income (loss) attributable to noncontrolling interests is primarily due to the absence of our partner's share of the 2020 goodwill impairment at the Northeast reporting unit.

2020 vs. 2019



Service revenues decreased primarily due to lower volumes in our West segment,
lower deferred revenue amortization at Gulfstar One, the expiration of an MVC
agreement in the Barnett Shale region, and temporary shut-ins at certain
offshore Gulf of Mexico operations. This decrease was partially offset by higher
Northeast G&P revenues driven by higher volumes and the March 2019 consolidation
of UEOM (see Note 3 - Acquisitions of Notes to Consolidated Financial
Statements), higher MVC revenue in our West segment, as well as higher
transportation fee revenues at Transco and Northwest Pipeline associated with
expansion projects placed in service in 2019 and 2020, increased volumes in the
Eastern Gulf region, and higher deficiency fee revenue associated with lower
volumes at OPPL.

Service revenues - commodity consideration decreased due to lower commodity
prices, as well as lower equity NGL processing volumes due to less producer
drilling activity. These revenues represent consideration we receive in the form
of commodities as full or partial payment for processing services provided. Most
of these NGL volumes are sold within the month processed and therefore are
offset within Product costs below.

Product sales decreased primarily due to lower NGL and natural gas prices
associated with our marketing and equity NGL sales activities, as well as lower
volumes associated with our equity NGL sales activities, partially offset by
higher marketing volumes. This decrease also includes lower system management
gas sales. Marketing sales and system management gas sales are substantially
offset within Product costs.

Product costs decreased primarily due to lower NGL and natural gas prices
associated with our marketing and equity NGL production activities. This
decrease also includes lower volumes acquired as commodity consideration for NGL
processing services and lower system management gas purchases, partially offset
by higher volumes for marketing activities.

Processing commodity expenses decreased primarily due to lower natural gas purchases associated with equity NGL production primarily due to lower natural gas prices and lower volumes.


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Operating and maintenance expenses decreased primarily due to lower
employee-related expenses, including the absence of 2019 severance and related
costs and the associated reduced costs in 2020, as well as the favorable impact
of a 2020 change in an employee benefit policy (see Note 5 - Other Income and
Expenses of Notes to Consolidated Financial Statements), and lower maintenance
and operating costs primarily due to timing and scope of activities. These
decreases are partially offset by higher expenses related to the consolidation
of UEOM.

Depreciation and amortization expenses increased primarily due to new assets
placed in service and the March 2019 consolidation of UEOM, partially offset by
lower expense related to assets that became fully depreciated in the fourth
quarter of 2019.

Selling, general, and administrative expenses decreased primarily due to lower
employee-related expenses, including the absence of 2019 severance and related
costs and the associated reduced costs in 2020, as well as the favorable impact
of a 2020 change in an employee benefit policy (see Note 5 - Other Income and
Expenses of Notes to Consolidated Financial Statements), and the absence of
transaction costs associated with our 2019 acquisition of UEOM and the formation
of the Northeast JV.

Impairment of certain assets includes the 2019 impairments of our Constitution
development project, certain Eagle Ford Shale gathering assets, and certain idle
gathering assets. The asset impairments in 2020 included our Northeast Supply
Enhancement development project and certain gathering assets in the Marcellus
Shale region (see Note 17 - Fair Value Measurements, Guarantees, and
Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Impairment of goodwill reflects the goodwill impairment charge at the Northeast
reporting unit in 2020 (see Note 17 - Fair Value Measurements, Guarantees, and
Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Equity earnings (losses) changed unfavorably primarily due to our share of 2020
impairments at equity-method investments (see Note 9 - Investing Activities of
Notes to Consolidated Financial Statements), and lower volumes at OPPL and
Discovery. These decreases were partially offset by favorable amortization of
basis differences related to impairments of several of our equity-method
investments which were recognized in first quarter 2020, as well as higher
volumes at Appalachia Midstream Investments, increased results at Blue Racer
driven by higher volumes and a higher ownership interest, and the absence of
2019 losses at Brazos Permian II.

Impairment of equity-method investments includes impairments to various equity-method investments in 2019 and 2020 (see Note 17 - Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).



The unfavorable change in Other investing income (loss) - net is primarily due
to the absence of a 2019 gain on the sale of our equity-method investment in
Jackalope, partially offset by the absence of a 2019 loss on the deconsolidation
of Constitution (see Note 9 - Investing Activities of Notes to Consolidated
Financial Statements).

The unfavorable change in Other income (expense) - net below Operating income
(loss) includes a charge in the fourth quarter 2020 for a legal settlement
associated with former olefins operations, lower equity allowance for funds used
during construction (AFUDC), and 2020 write-offs of certain regulatory assets
related to cancelled projects.

Provision (benefit) for income taxes changed favorably primarily due to lower
pre-tax income. See Note 6 - Provision (Benefit) for Income Taxes of Notes to
Consolidated Financial Statements for a discussion of the effective tax rate
compared to the federal statutory rate for both periods.

The unfavorable change in Net income (loss) attributable to noncontrolling interests is primarily due to the absence of the 2019 impairment of our Constitution development project and the impact from the formation of the Northeast JV in June 2019, partially offset by the first-quarter 2020 goodwill impairment charge at the Northeast reporting unit, and lower Gulfstar One results.


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Year-Over-Year Operating Results - Segments



We evaluate segment operating performance based upon Modified EBITDA. Note 20 -
Segment Disclosures of Notes to Consolidated Financial Statements includes a
reconciliation of this non-GAAP measure to Net income (loss). Management uses
Modified EBITDA because it is an accepted financial indicator used by investors
to compare company performance. In addition, management believes that this
measure provides investors an enhanced perspective of the operating performance
of our assets. Modified EBITDA should not be considered in isolation or as a
substitute for a measure of performance prepared in accordance with GAAP.

Transmission & Gulf of Mexico

                                                                      Year Ended December 31,
                                                               2021              2020             2019
                                                                             (Millions)
Service revenues                                           $   3,385          $ 3,257          $ 3,311
Service revenues - commodity consideration                        52               21               41
Product sales                                                    349              191              288
Segment revenues                                               3,786            3,469            3,640

Product costs                                                   (349)            (193)            (288)
Processing commodity expenses                                    (17)              (7)             (16)
Other segment costs and expenses                                (980)            (886)            (984)
Impairment of certain assets                                      (2)            (170)            (354)

Proportional Modified EBITDA of equity-method investments 183

       166              177
Transmission & Gulf of Mexico Modified EBITDA              $   2,621          $ 2,379          $ 2,175

Commodity margins                                          $      35          $    12          $    25


2021 vs. 2020

Transmission & Gulf of Mexico Modified EBITDA increased primarily due to favorable changes to Impairment of certain assets, and Service revenues, partially offset by higher Other segment costs and expenses.

Service revenues increased primarily due to:



•A $135 million increase in Transco's and Northwest Pipeline's natural gas
transportation and storage revenues primarily associated with expansion projects
placed in service in 2020 and 2021, higher reimbursable electric power costs and
a cash out surcharge, which are offset by similar changes in electricity and
cash out charges, reflected in Other segment costs and expenses;

•A $21 million increase from the Norphlet pipeline associated primarily with higher deferred revenue amortization and higher volumes;



•An $18 million increase at Perdido primarily driven by higher volumes due to
the absence of temporary shut-ins in 2020 related to scheduled maintenance and
fewer Western Gulf of Mexico weather-related events; partially offset by

•A $25 million decrease at Gulfstar One for the Tubular Bells field primarily
associated with lower deferred revenue amortization from lower contractually
determined maximum daily quantities;

•A $17 million decrease due to lower volumes at Gulfstar One in the Gunflint
field due to ongoing producer operational issues, partially offset by the lower
temporary shut-ins related to pricing in 2020.
                                       52
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The net sum of Service revenues - commodity consideration, Product sales, Product costs, Processing commodity expenses, comprise our Commodity margins. Commodity margins associated with our equity NGLs increased $21 million primarily driven by favorable NGL sales prices.



Other segment costs and expenses increased primarily due to higher incentive and
benefit employee-related costs as previously discussed; higher operating costs,
including higher reimbursable electric power costs; and a cash out surcharge
reserve, which are offset by similar changes in electricity and cash out
reimbursements, reflected in Service revenues; and higher operating taxes,
partially offset by a favorable change associated with the deferral of asset
retirement obligation-related depreciation at Transco.

Impairment of certain assets reflects the absence of the impairment of our
Northeast Supply Enhancement development project in 2020 (see Note 17 - Fair
Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to
Consolidated Financial Statements).

Proportional Modified EBITDA of equity-method investments increased at Discovery
driven by higher NGL sales prices and higher volumes due to the absence of prior
year scheduled maintenance.

2020 vs. 2019

Transmission & Gulf of Mexico Modified EBITDA increased primarily due to lower
Impairment of certain assets and favorable changes to Other segment costs and
expenses, partially offset by decreased Service revenues.

Service revenues decreased primarily due to:



•A $115 million decrease due to lower deferred revenue amortization associated
with the end of the exclusive use period at Gulfstar One for the Tubular Bells
field;

•A $42 million decrease due to temporary shut-ins primarily at Perdido and Gulfstar One related to Gulf of Mexico weather-related events, pricing, and scheduled maintenance;

•A $32 million decrease due to lower volumes at Gulfstar One in the Gunflint field due to ongoing operational issues; partially offset by

•A $65 million increase in Transco's and Northwest Pipeline's natural gas transportation revenues associated with expansion projects placed in service in 2019 and 2020;

•A $44 million increase at Gulfstar One associated with higher volumes in the Tubular Bells field due to a new well and higher production;

•A $24 million increase associated with volumes from Norphlet placed in service in June 2019.

Commodity margins associated with our equity NGLs decreased $11 million driven by lower commodity prices and volumes.



Other segment costs and expenses decreased primarily due to lower
employee-related expenses, including the absence of 2019 severance and related
costs and the associated reduced costs in 2020, as well as the favorable impact
of a 2020 change in an employee benefit policy (see Note 5 - Other Income and
Expenses of Notes to Consolidated Financial Statements), lower maintenance costs
primarily due to a decrease in contracted services related to general
maintenance and other testing at Transco, the absence of a 2019 charge for
reversal of costs capitalized in previous periods. The 2020 period also
benefited from net favorable changes to charges and credits associated with a
regulatory asset related to Transco's asset retirement obligations, partially
offset by lower equity AFUDC and higher operating taxes.

Impairment of certain assets includes the absence of the impairment of our
Constitution development project in 2019, partially offset by the impairment of
our Northeast Supply Enhancement development project in 2020 (see Note 17 - Fair
Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to
Consolidated Financial Statements).
                                       53
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Proportional Modified EBITDA of equity-method investments decreased at Discovery driven by lower volumes due to scheduled maintenance and temporary shut-ins related to Gulf of Mexico weather-related events and pricing.



Northeast G&P

                                                                      Year Ended December 31,
                                                               2021              2020             2019
                                                                             (Millions)
Service revenues                                           $   1,528          $ 1,465          $ 1,338
Service revenues - commodity consideration                         7                7               12
Product sales                                                     99               57              150
Segment revenues                                               1,634            1,529            1,500

Product costs                                                    (99)             (57)            (152)
Processing commodity expenses                                     (2)              (3)              (8)
Other segment costs and expenses                                (503)            (441)            (470)
Impairment of certain assets                                       -              (12)             (10)

Proportional Modified EBITDA of equity-method investments 682

       473              454
Northeast G&P Modified EBITDA                              $   1,712          $ 1,489          $ 1,314

Commodity margins                                          $       5          $     4          $     2


2021 vs. 2020

Northeast G&P Modified EBITDA increased primarily due to increased Proportional Modified EBITDA of equity-method investments and higher Service revenues, partially offset by increased Other segment costs and expenses.

Service revenues increased primarily due to:



•A $27 million increase in revenues associated with reimbursable electricity
expenses, which is offset by similar changes in electricity charges, reflected
in Other segment costs and expenses;

•A $23 million increase in revenues at the Northeast JV primarily related to
higher processing and fractionation volumes, partially offset by lower gathering
volumes;

•A $6 million increase in revenues at Susquehanna Supply Hub primarily related to higher gathering rates, partially offset by lower gathering volumes.



Other segment costs and expenses increased primarily due to higher maintenance
and operating expenses, including higher electricity charges, as well as higher
incentive and benefit employee-related costs as previously discussed.

Impairment of certain assets reflects a $12 million impairment of certain gathering assets in the Marcellus Shale region in 2020 (see Note 17 - Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).



Proportional Modified EBITDA of equity-method investments increased at
Appalachia Midstream Investments primarily driven by higher volumes as well as
the absence of our $26 million share of an impairment of certain assets in 2020
that were subsequently sold. Additionally, there was an increase at Blue Racer
primarily due to the favorable impact of increased ownership as well as the
absence of our $10 million share of an impairment of certain assets in 2020.
There was also an increase at Laurel Mountain due to higher commodity-based
gathering rates as well as the absence of our $11 million share of an impairment
of certain assets in 2020 that were subsequently sold and higher MVC revenue,
partially offset by lower volumes, and an increase at Aux Sable.
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2020 vs. 2019



Northeast G&P Modified EBITDA increased primarily due to higher Service
revenues, lower Other segment costs and expenses, and increased Proportional
Modified EBITDA of equity-method investments, in addition to the favorable
impact of acquiring the additional interest in UEOM, which is a consolidated
entity after the remaining ownership interest was purchased in March 2019.

Service revenues increased primarily due to:



•A $94 million increase at the Northeast JV, including $62 million higher
processing, fractionation, transportation, and gathering revenues primarily due
to higher volumes and a $32 million increase associated with the consolidation
of UEOM, as previously discussed;

•A $20 million increase in gathering revenues associated with higher volumes in the Utica Shale region;



•A $13 million increase in revenues associated with reimbursable electricity
expenses, which is offset by similar changes in electricity charges, reflected
in Other segment costs and expenses.

Other segment costs and expenses decreased due to lower employee-related
expenses, including the absence of 2019 severance and related costs and the
associated reduced costs in 2020, as well as the favorable impact of a 2020
change in an employee benefit policy (see Note 5 - Other Income and Expenses of
Notes to Consolidated Financial Statements), and lower maintenance and operating
expenses primarily due to timing and scope of activities. Additionally, expenses
changed favorably due to the absence of transaction costs associated with our
2019 acquisition of UEOM and the formation of the Northeast JV. These decreases
were partially offset by higher reimbursable electricity expenses, increased
expenses associated with the consolidation of UEOM, and the absence of a
favorable customer settlement in 2019.

Impairment of certain assets reflects a $12 million impairment of certain gathering assets in the Marcellus Shale region in 2020 and a $10 million write-down of other certain assets that were no longer in use or were surplus in nature in 2019 (see Note 17 - Fair Value Measurements, Guarantees, and Concentration of Credit Risk of Notes to Consolidated Financial Statements).



Proportional Modified EBITDA of equity-method investments increased at
Appalachia Midstream Investments driven by higher volumes, partially offset by a
$26 million decrease for our share of an impairment of certain assets.
Additionally, there was an increase at Blue Racer primarily due to higher
volumes and the favorable impact of increased ownership, partially offset by a
$10 million decrease for our share of an impairment of certain assets. These
increases were partially offset by a $16 million decrease as a result of the
consolidation of UEOM in 2019, as previously discussed, as well as a decrease at
Laurel Mountain primarily due to $11 million for our share of an impairment of
certain assets that were subsequently sold, partially offset by higher volumes,
and a decrease at Aux Sable.
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West

                                                                      Year Ended December 31,
                                                               2021              2020             2019
                                                                             (Millions)
Service revenues                                           $   1,221          $ 1,280          $ 1,364
Service revenues - commodity consideration                       179              101              150
Product sales                                                  4,330            1,567            1,795
Net gain (loss) on commodity derivatives                         (85)              (5)               2
Segment revenues                                               5,645            2,943            3,311

Product costs                                                 (4,099)          (1,520)          (1,774)
Processing commodity expenses                                    (85)             (58)             (79)
Other segment costs and expenses                                (471)            (477)            (521)
Impairment of certain assets                                       -                -             (100)

Proportional Modified EBITDA of equity-method investments 105


      110              115
West Modified EBITDA                                       $   1,095          $   998          $   952

Commodity margins                                          $     255          $    85          $    91
Net unrealized gain (loss) from derivative instruments             -                -                3


2021 vs. 2020

West Modified EBITDA increased primarily due to higher Commodity margins, partially offset by lower Service revenues.

Service revenues decreased primarily due to:

•A $63 million decrease associated with lower volumes, primarily due to production declines in the Eagle Ford Shale region which impact is substantially offset by recognition of higher MVC revenue (see below);

•A $29 million decrease due to the absence of a temporary volume deficiency fee from a customer in 2020;

•A $22 million decrease driven by lower deferred revenue amortization, primary in the Barnett Shale region; partially offset by



•A $37 million increase associated with higher MVC revenue primarily in the
Eagle Ford Shale region, partially offset by lower MVC revenue in the Wamsutter
region;

•A $17 million increase in revenues associated primarily with reimbursable
compressor power and fuel purchases due to higher prices related to the impact
of severe winter weather, which are offset by similar changes in Other segment
costs and expenses;

•A $10 million increase associated with higher net realized gathering and
processing rates, primarily in the Barnett Shale and Piceance regions due to
higher commodity pricing, along with escalated gathering rates in the Eagle Ford
Shale region, partially offset by a decrease in gathering rates in the
Haynesville Shale region due to a customer contract change.

The net sum of Service revenues - commodity consideration, Product sales,
Product costs, Processing commodity expenses, and net realized gains and losses
on commodity derivatives related to sales of product comprise our Commodity
margins. We further segregate our Commodity margins into product margins
associated with our equity NGLs and marketing margins. Marketing margins
increased by $145 million primarily due to favorable changes in net realized
natural gas and NGL prices, including the impact of severe winter weather in the
first quarter of 2021. Product margins from our equity NGLs increased by $13
million, primarily due to favorable
                                       56
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net realized commodity price changes, partially offset by lower sales volumes.
Margins on other sales of products increased $12 million primarily due to higher
commodity prices.

Other segment costs and expenses decreased primarily due to gains on asset sales
in 2021, lower leased compressor expenses, favorable changes in system gains and
losses, lower legal and consulting expenses, and favorable settlements,
partially offset by higher reimbursable compressor power and fuel purchases
which are offset in Service revenues and higher incentive and benefit
employee-related expenses as previously discussed.

Proportional Modified EBITDA of equity-method investments decreased primarily
due to lower volumes at OPPL, partially offset by higher volumes and commodity
prices at Brazos Permian II.

2020 vs. 2019



West Modified EBITDA increased primarily due to the absence of Impairment of
certain assets and lower Other segment costs and expenses, partially offset by
lower Service revenues.

Service revenues decreased primarily due to:

•An $83 million decrease associated with lower volumes, excluding the Eagle Ford Shale region;



•A $72 million decrease driven by lower deferred revenue amortization and MVC
deficiency fee revenues associated with the second-quarter 2019 expiration of
the MVC agreement in the Barnett Shale region;

•A $47 million decrease associated with lower rates, excluding the Eagle Ford
Shale region, driven by lower commodity pricing in the Barnett Shale region and
the expiration of a cost-of-service period on a contract in the Mid-Continent
region;

•An $11 million decrease associated with lower fractionation fees driven by lower volumes;

•An $8 million decrease driven by the absence of a favorable 2019 cost-of-service agreement adjustment in the Mid-Continent region; partially offset by



•A $91 million increase in the Eagle Ford Shale region due to higher MVC revenue
and higher rates, partially offset by lower volumes primarily due to decreased
producer activity, including temporary shut-ins on certain gathering systems;

•A $29 million increase associated with a temporary volume deficiency fee associated with reduced volumes from a shipper on OPPL;

•A $26 million increase in the Wamsutter region associated with higher MVC revenues.

Product margins from our equity NGLs decreased $29 million primarily due to:

•A $35 million decrease associated with lower sales prices primarily due to 25 percent lower average net realized per-unit non-ethane sales prices;

•A $15 million decrease primarily associated with 14 percent lower non-ethane sales volumes driven by less producer drilling activity; partially offset by

•A $21 million increase related to a decline in natural gas purchases associated with equity NGL production due to lower natural gas prices and lower equity non-ethane production volumes.



Additionally, marketing margins increased by $26 million primarily due to higher
net realized NGL and natural gas prices. The decrease in Product sales includes
a $168 million decrease in marketing sales, which is due to lower sales prices,
partially offset by higher marketing sales volumes. An $18 million decrease in
other product sales also contributed to the overall decrease. These decreases
are substantially offset in Product costs.

Other segment costs and expenses decreased primarily due to lower employee-related expenses driven by the absence of 2019 severance and related costs and the associated reduced costs in 2020, and the favorable impact of a


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2020 change in an employee benefit policy (see Note 5 - Other Income and Expenses of Notes to Consolidated Financial Statements), as well as lower operating costs due to fewer leased compressors and lower maintenance costs primarily due to timing and scope of activities. These favorable changes are partially offset by the absence of $12 million in favorable settlements in 2019.



Impairment of certain assets reflects a $79 million impairment of certain Eagle
Ford Shale gathering assets and a $12 million impairment of certain idle
gathering assets in 2019 (see Note 17 - Fair Value Measurements, Guarantees, and
Concentration of Credit Risk of Notes to Consolidated Financial Statements).

Proportional Modified EBITDA of equity-method investments decreased primarily
due to lower volumes at OPPL and the absence of the Jackalope equity-method
investment sold in April 2019, partially offset by growth at the RMM, Brazos
Permian II, and Targa Train 7 equity-method investments.

Sequent



We closed the Sequent Acquisition on July 1, 2021. See the Sequent Acquisition
section of Recent Developments above for additional information related to
Sequent.

                                                          Year Ended December 31,
                                                                    2021
                                                                 (Millions)
Product sales                                            $                    (43)

Net realized gain (loss) from derivative instruments                        

66


Net unrealized gain (loss) from derivative instruments                      

(109)


Net gain (loss) on commodity derivatives                                      (43)

Segment revenues                                                              (86)

Other segment costs and expenses                                              (26)
Sequent Modified EBITDA                                  $                   (112)

Commodity margins                                        $                     23


2021

Sequent Modified EBITDA reflects Commodity margins more than offset by net unrealized losses from derivative instruments and segment costs and expenses.



The net sum of Product sales and net realized gains and losses on commodity
derivatives related to sales of product comprise our Commodity margins.
Commodity margins include $35 million primarily related to favorable pricing
spreads on Sequent's transportation capacity reflecting losses on physical
transaction settlements more than offset by net realized gains on derivatives.
The transportation related margin was partially offset by a $12 million
unfavorable margin related to storage activity. The unfavorable storage margin
reflects gains on physical transaction settlements offset by an $18 million
charge related to the partial recognition of a purchase accounting inventory
fair value adjustment which increased the weighted-average cost of inventory and
$13 million related to a lower of cost or net realizable value inventory
adjustment.

The Net unrealized gain (loss) from derivative instruments relates to derivative
contracts within the Sequent segment that are not designated as hedges for
accounting purposes. Sequent can experience significant earnings volatility from
the fair value accounting required for the derivatives used to hedge a portion
of the economic value of the underlying transportation and storage portfolio.
However, the unrealized fair value measurement gains and losses are generally
offset by valuation changes in the economic value of the underlying
transportation and storage portfolio, which is not recognized until the
underlying transportation and storage transaction occurs.

Other segment costs and expenses primarily include employee-related costs.


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Other

                                  Year Ended December 31,
                                 2021              2020       2019
                                        (Millions)
Other Modified EBITDA   $      178                $ (15)     $  6


2021 vs. 2020

Other Modified EBITDA increased primarily due to:



•A $168 million increase due to our recently acquired upstream operations,
including the favorable commodity price impact of severe winter weather in the
first quarter of 2021;

•A $24 million increase due to the absence of a 2020 charge related to a legal settlement associated with our former olefins operations;

•A $15 million increase due to the absence of 2020 charges related to write-offs of certain regulatory assets associated with cancelled projects; partially offset by

•A $10 million decrease associated with a 2021 charge related to a legal settlement.

2020 vs. 2019

Other Modified EBITDA decreased primarily due to:

•A $24 million charge in fourth quarter of 2020 related to a legal settlement associated with former olefins operations;

•A charge of $15 million related to the write-offs of certain regulatory assets associated with cancelled projects in 2020; partially offset by



•The absence of a 2019 $12 million unfavorable adjustment to a regulatory asset
associated with an increase in Transco's estimated deferred state income tax
rate following the merger transaction wherein we acquired all of the outstanding
common units held by others of our former publicly traded master limited
partnership.
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Management's Discussion and Analysis of Financial Condition and Liquidity

Overview



We have continued to focus on earnings and cash flow growth, while continuing to
improve leverage metrics and control operating costs. During 2021, we issued
approximately $2.15 billion of new long-term debt primarily to fund current or
near-term retirements. In the first half of 2021, we acquired various oil and
gas properties in the Wamsutter field in Wyoming, funding the $165 million paid
with cash on hand. In July 2021, we acquired Sequent, funding the final purchase
price of $159 million paid with cash on hand (see Note 3 - Acquisitions of Notes
to Consolidated Financial Statements). See also the section titled Sources
(Uses) of Cash.

Outlook



Our growth capital and investment expenditures in 2022 are currently expected to
be in a range from $1.25 billion to $1.35 billion. Growth capital spending in
2022 primarily includes Transco expansions, all of which are fully contracted
with firm transportation agreements, projects supporting the Northeast G&P
business, opportunities in the Haynesville area, and an expansion in the Western
Gulf area. We also expect to invest capital in the development of our upstream
oil and gas properties. In addition to growth capital and investment
expenditures, we also remain committed to projects that maintain our assets for
safe and reliable operations, as well as projects that meet legal, regulatory,
and/or contractual commitments. We intend to fund substantially all of our
planned 2022 capital spending with cash available after paying dividends. We
retain the flexibility to adjust planned levels of growth capital and investment
expenditures in response to changes in economic conditions or business
opportunities including the repurchase of our common stock as previously
discussed in Recent Developments.

As of December 31, 2021, we have approximately $2.025 billion of long-term debt
due within one year. Our potential sources of liquidity available to address
these maturities include cash on hand, proceeds from refinancing at attractive
long-term rates or from our credit facility, as well as proceeds from asset
monetizations. In January 2022, we retired our $1.25 billion of 3.6 percent
senior unsecured notes that were scheduled to mature in March 2022 with cash on
hand.

Liquidity

Based on our forecasted levels of cash flow from operations and other sources of
liquidity, we expect to have sufficient liquidity to manage our businesses in
2022. Our potential material internal and external sources and uses of liquidity
are as follows:

  Sources:
              Cash and cash equivalents on hand
              Cash generated from operations
              Distributions from our equity-method investees
              Utilization of our credit facility and/or commercial paper program
              Cash proceeds from issuance of debt and/or equity securities
              Proceeds from asset monetizations

  Uses:
              Working capital requirements
              Capital and investment expenditures
              Product costs
              Other operating costs including human capital expenses
              Quarterly dividends to our shareholders
              Debt service payments, including payments of long-term debt
              Distributions to noncontrolling interests
              Share repurchase program

As of December 31, 2021, we have approximately $21.650 billion of long-term debt due after one year. See Note 13 - Debt and Banking Arrangements of Notes to Consolidated Financial Statements for the aggregate


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maturities over the next five years. Our potential sources of liquidity available to address these maturities include cash generated from operations, proceeds from refinancing at attractive long-term rates or from our credit facility, as well as proceeds from asset monetizations.

Potential risks associated with our planned levels of liquidity discussed above include those previously discussed in Company Outlook.

As of December 31, 2021, we had a working capital deficit of $423 million, including cash and cash equivalents and long-term debt due within one year. Our available liquidity is as follows:



                         Available Liquidity                                   December 31, 2021
                                                                                  (Millions)
Cash and cash equivalents                                                    $            1,680
Capacity available under our $3.75 billion credit facility, less
amounts outstanding under our $3.5 billion commercial paper program
(1)                                                                                       3,750
                                                                             $            5,430


__________
(1)In managing our available liquidity, we do not expect a maximum outstanding
amount in excess of the capacity of our credit facility inclusive of any
outstanding amounts under our commercial paper program. We had no commercial
paper outstanding as of December 31, 2021. The highest amount outstanding under
our commercial paper program and credit facility during 2021 was $15 million. At
December 31, 2021, we were in compliance with the financial covenants associated
with our credit facility. See Note 13 - Debt and Banking Arrangements of Notes
to Consolidated Financial Statements for additional information on our credit
facility and commercial paper program.

Dividends

We increased our regular quarterly cash dividend to common stockholders by approximately 2.5 percent from the $0.40 per share paid in each quarter of 2020, to $0.41 per share paid in each quarter of 2021.

Registrations

In February 2021, we filed a shelf registration statement as a well-known seasoned issuer.

Distributions from Equity-Method Investees



The organizational documents of entities in which we have an equity-method
investment generally require periodic distributions of their available cash to
their members. In each case, available cash is reduced, in part, by reserves
appropriate for operating their respective businesses. See Note 9 - Investing
Activities of Notes to Consolidated Financial Statements for our more
significant equity-method investees.

Credit Ratings

The interest rates at which we are able to borrow money are impacted by our credit ratings. The current ratings are as follows:



                                                  Senior Unsecured
        Rating Agency              Outlook          Debt Rating
S&P Global Ratings                 Stable               BBB
Moody's Investors Service          Stable               Baa2
Fitch Ratings                      Stable               BBB


These credit ratings are included for informational purposes and are not
recommendations to buy, sell, or hold our securities, and each rating should be
evaluated independently of any other rating. No assurance can be given that the
credit rating agencies will continue to assign us investment-grade ratings even
if we meet or exceed their current criteria for investment-grade ratios. A
downgrade of our credit ratings might increase our future cost of borrowing
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and, if ratings were to fall below investment-grade, could require us to provide additional collateral to third parties, negatively impacting our available liquidity.

Sources (Uses) of Cash

The following table summarizes the sources (uses) of cash and cash equivalents for each of the periods presented (see Notes to Consolidated Financial Statements for the Notes referenced in the table):



                                                               Cash Flow                       Year Ended December 31,
                                                               Category                 2021              2020             2019
                                                                                                      (Millions)
Sources of cash and cash equivalents:
Operating activities - net                                     Operating    

$ 3,945 $ 3,496 $ 3,693 Proceeds from long-term debt (see Note 13)

                     Financing                2,155            2,199               67
Proceeds from credit-facility borrowings                       Financing                    -            1,700              700
Contributions in aid of construction                           Investing                   52               37               52

Proceeds from sale of partial interest in consolidated subsidiary (see Note 3)

                                        Financing                    -                -            1,334

Proceeds from dispositions of equity-method investments (see Note 9)

                                                   Investing                    1                -              485

Uses of cash and cash equivalents:
Payments of long-term debt (see Note 13)                       Financing                 (894)          (2,141)             (49)
Common dividends paid                                          Financing               (1,992)          (1,941)          (1,842)
Payments on credit-facility borrowings                         Financing                    -           (1,700)            (860)
Capital expenditures                                           Investing               (1,239)          (1,239)          (2,109)
Purchases of and contributions to equity-method
investments (see Note 9)                                       Investing                 (115)            (325)            (453)

Dividends and distributions paid to noncontrolling interests

                                                      Financing                 (187)            (185)            (124)
Purchases of businesses, net of cash acquired (see Note
3)                                                             Investing                 (151)               -             (728)

                                                             Financing and
Other sources / (uses) - net                                   Investing                  (37)             (48)             (45)
Increase (decrease) in cash and cash equivalents                                    $   1,538          $  (147)         $   121


Operating activities

The factors that determine operating activities are largely the same as those
that affect Net income (loss), with the exception of noncash items such as
Depreciation and amortization, Provision (benefit) for deferred income taxes,
Equity (earnings) losses, Gain on disposition of equity-method investments,
(Gain) loss on deconsolidation of businesses, Impairment of goodwill, Impairment
of equity-method investments, Impairment of certain assets, and Net unrealized
(gain) loss from derivative instruments.

Our Net cash provided (used) by operating activities in 2021 increased from 2020
primarily due to higher operating income (excluding noncash items as previously
discussed), favorable changes in net operating working capital reflecting the
absence in 2021 of the Transco rate refund payment made in 2020, and higher
distributions from unconsolidated affiliates in 2021, partially offset by
unfavorable changes in current and noncurrent derivative assets and liabilities.

Our Net cash provided (used) by operating activities in 2020 decreased from 2019
primarily due to the net unfavorable changes in net operating working capital in
2020, including the payment of Transco's rate refunds in 2020 and the decrease
in the income tax refund that was received in 2020 compared to that received in
2019, partially offset by higher operating income (excluding noncash items as
previously discussed) in 2020.
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Environmental



We are a participant in certain environmental activities in various stages
including assessment studies, cleanup operations, and/or remedial processes at
certain sites, some of which we currently do not own (see Note 19 - Contingent
Liabilities and Commitments of Notes to Consolidated Financial Statements). We
are monitoring these sites in a coordinated effort with other potentially
responsible parties, the EPA, or other governmental authorities. We are jointly
and severally liable along with unrelated third parties in some of these
activities and solely responsible in others. Current estimates of the most
likely costs of such activities are approximately $31 million, all of which are
included in Accrued liabilities and Regulatory liabilities, deferred income, and
other in the Consolidated Balance Sheet at December 31, 2021. We will seek
recovery of the accrued costs related to remediation activities by our
interstate gas pipelines totaling approximately $4 million through future
natural gas transmission rates. The remainder of these costs will be funded from
operations. During 2021, we paid approximately $5 million for cleanup and/or
remediation and monitoring activities. We expect to pay approximately $9 million
in 2022 for these activities. Estimates of the most likely costs of cleanup are
generally based on completed assessment studies, preliminary results of studies,
or our experience with other similar cleanup operations. At December 31, 2021,
certain assessment studies were still in process for which the ultimate outcome
may yield different estimates of most likely costs. Therefore, the actual costs
incurred will depend on the final amount, type, and extent of contamination
discovered at these sites, the final cleanup standards mandated by the EPA or
other governmental authorities, and other factors.

The EPA and various state regulatory agencies routinely propose and promulgate
new rules and issue updated guidance to existing rules. These rulemakings
include, but are not limited to, rules for reciprocating internal combustion
engine and combustion turbine maximum achievable control technology, reviews and
updates to the National Ambient Air Quality Standards, and rules for new and
existing source performance standards for volatile organic compounds and
methane. We continuously monitor these regulatory changes and how they may
impact our operations. Implementation of new or modified regulations may result
in impacts to our operations and increase the cost of additions to Property,
plant, and equipment - net in the Consolidated Balance Sheet for both new and
existing facilities in affected areas; however, due to regulatory uncertainty on
final rule content and applicability timeframes, we are unable to reasonably
estimate the cost these regulatory impacts at this time.

We consider prudently incurred environmental assessment and remediation costs
and the costs associated with compliance with environmental standards to be
recoverable through rates for our interstate natural gas pipelines. To date, we
have been permitted recovery of these environmental costs, and it is our intent
to continue seeking recovery of such costs through future rate filings.
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