8-K
WILLIAMS COMPANIES, INC. (WMB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 31, 2022
The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-4174 | 73-0569878 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction of<br>incorporation) | (Commission <br>File Number) | (IRS Employer <br>Identification No.) | One Williams Center | ||
| --- | --- | ||||
| Tulsa, Oklahoma | 74172-0172 | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 945-5426
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 par value | WMB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On October 31, 2022, The Williams Companies, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended September 30, 2022. A copy of the press release and accompanying financial highlights and operating statistics and reconciliation schedules are furnished herewith as Exhibit 99.1 and are incorporated herein in their entirety by reference.
The press release and accompanying financial highlights and operating statistics and reconciliation schedules are being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. The information furnished is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
(a) None
(b) None
(c) None
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of the Company dated October 31, 2022, publicly announcing the Company's financial results, with Non-GAAP Reconciliations, Financial Highlights, and Operating Statistics, for the quarter ended September 30, 2022. |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE WILLIAMS COMPANIES, INC. | |||
|---|---|---|---|
| (Registrant) | |||
| Dated: | October 31, 2022 | By: | /s/ JOHN D. PORTER |
| John D. Porter | |||
| Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
Document
Exhibit 99.1
| News Release | Williams (NYSE: WMB)<br><br>One Williams Center<br><br>Tulsa, OK 74172<br><br>800-Williams<br><br>www.williams.com |
|---|
DATE: Monday, Oct. 31, 2022
| MEDIA CONTACT: | INVESTOR CONTACT: | |
|---|---|---|
| media@williams.com <br>(800) 945-8723 | Danilo Juvane<br>(918) 573-5075 | Grace Scott<br>(918) 573-1092 |
Williams Reports Higher Third-Quarter Earnings Driven by Strong Business Fundamentals and Natural Gas Demand
TULSA, Okla. – Williams (NYSE: WMB) today announced its unaudited financial results for the three and nine months ended Sept. 30, 2022.
Upside exposure builds on stable earnings growth of base business
•GAAP net income of $599 million, or $0.49 per diluted share
•Adjusted net income of $592 million, or $0.48 per diluted share (Adjusted EPS)
•Adjusted EBITDA of $1.637 billion – up $217 million or 15% vs. 3Q 2021
•Cash flow from operations (CFFO) of $1.490 billion – up $656 million or 79% vs. 3Q 2021
•Available funds from operations (AFFO) of $1.241 billion – up $161 million or 15% vs. 3Q 2021
•Dividend coverage ratio of 2.40x (AFFO basis)
•Strong operational performance with gathering volumes of approximately 17 Bcf/d and contracted transmission capacity of 24.4 Bcf/d – up 11% and 3%, respectively from 3Q 2021
•Expect 2022 Adjusted EBITDA near high end of previously raised guidance range of $6.1 billion to $6.4 billion
Advancing clean energy strategy through project execution, acquisitions and partnerships
•Expanded natural gas transmission and storage footprint with purchase of NorTex Midstream
•Entered agreement with PennEnergy Resources to market and deliver low-emission next gen gas
•Completed Gulfstream Phase VI expansion; executing slate of projects on Transco, Northeast G&P, Haynesville and Deepwater Gulf of Mexico
•Advancing clean hydrogen commercialization strategy in Wyoming with Daroga Power agreement
CEO Perspective
Alan Armstrong, president and chief executive officer, made the following comments:
"Williams third quarter Adjusted EBITDA growth of 15% demonstrates our ability to capture upside on top of the steady growth of our base business. Williams is thriving as demand for our critical services continues to expand, and we are well positioned to excel despite the macro-economic concerns for the broader markets. Our natural gas focused strategy and long-term approach to business is built to capture upside and at the same time weather commodity price down cycles like we saw in 2020. As an organization, we are energized by the opportunity to serve this growing demand for clean, secure and affordable energy.
"With the winter heating season now upon us, the need for secure natural gas supplies on a global scale has never been more pronounced, especially as the crisis in Ukraine continues to wreak havoc on energy markets and the global economy, which depends on access to affordable energy. The United States, with our abundance of natural gas, is well positioned to bring energy security to nations in need while at the same time reducing emissions, so long as we have comprehensive energy policies that allow us to build the infrastructure to connect
these low cost supplies to growing demand here at home and abroad. If we don’t deal with permitting reform, we will continue to see higher utility bills at home and the unnecessary destruction of our allies' economies.
Armstrong added, “Williams is executing a number of high-return growth projects across our portfolio to meet growing long-term natural gas demand domestically and around the world. As we bring this critical infrastructure on line to meet growing demand, we expect to see continued earnings growth and value creation for our shareholders."
| Williams Summary Financial Information | Year to Date | ||
|---|---|---|---|
| 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. | 2021 | 2022 | 2021 |
| GAAP Measures | |||
| Net Income | 164 | 1,378 | 893 |
| Net Income Per Share | 0.13 | 1.13 | 0.73 |
| Cash Flow From Operations | 834 | 3,670 | 2,806 |
| Non-GAAP Measures (1) | |||
| Adjusted EBITDA | 1,420 | 4,644 | 4,152 |
| Adjusted Net Income | 426 | 1,575 | 1,182 |
| Adjusted Earnings Per Share | 0.35 | 1.29 | 0.96 |
| Available Funds from Operations | 1,080 | 3,561 | 3,028 |
| Dividend Coverage Ratio | 2.17 | 2.29 | 2.03 |
| Other | |||
| Debt-to-Adjusted EBITDA at Quarter End (2) | 4.04 | ||
| Capital Investments (3) (4) (5) | 469 | 1,271 | 1,206 |
| (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 Adjusted EBITDA reflects the sum of the last four quarters. | |||
| (3) Capital Investments includes increases to property, plant, and equipment (growth & maintenance capital), purchases of businesses, net of cash acquired, purchases of and contributions to equity-method investments and purchases of other long-term investments. | |||
| (4) Year-to-date 2022 excludes 933 million for purchase of the Trace Midstream Haynesville gathering assets, which closed April 29, 2022. | |||
| (5) Third quarter and year-to-date 2022 exclude 424 million for purchase of the NorTex Midstream assets, which closed August 31, 2022. |
All values are in US Dollars.
GAAP Measures
Third-quarter 2022 net income increased by $435 million compared to the prior year reflecting the benefit of higher service revenues from commodity-based rates, higher Haynesville gathering volumes including the Trace Acquisition, and Transco’s Leidy South project being in service, higher results from our upstream operations, as well as a favorable change of $344 million in net unrealized gains/losses on commodity derivatives. These improvements were partially offset by higher operating and administrative expenses, including higher employee-related costs. The tax provision increased due to higher pretax income, partially offset by the net benefit from a reduction in our estimated state deferred income tax rate.
Year-to-date 2022 net income increased by $485 million compared to the prior year reflecting the benefit of higher service revenues as described above, higher results from our upstream operations, and higher commodity margins. These improvements were partially offset by increased intangible asset amortization, higher operating and administrative expenses driven by the increased scale of our upstream operations and higher employee-related costs, including costs from the Sequent acquisition for the full 2022 period, and the absence of a $77 million favorable impact in 2021 from Winter Storm Uri. The tax provision changed favorably as the impact of higher pretax income was more than offset by $134 million associated with the release of valuation allowances on deferred income tax assets and federal income tax settlements in the second quarter and the net benefit from a lower estimated state deferred income tax rate in the third quarter.
Cash flow from operations for the third quarter of 2022 increased as compared to 2021 primarily due to favorable changes in margin deposits associated with commodity derivatives, favorable net changes in working capital, higher operating results exclusive of non-cash items, and higher distributions from equity-method investments. Year-to-date cash flow from operations also increased compared to 2021 driven by similar factors.
Non-GAAP Measures
Third-quarter 2022 Adjusted EBITDA increased by $217 million over the prior year, driven by the previously described benefits from service revenues and upstream operations, partially offset by higher operating and administrative costs. Year-to-date 2022 Adjusted EBITDA increased by $492 million over the prior year due to similar drivers and higher commodity margins, but also reflecting the absence of the favorable impact in 2021 from Winter Storm Uri.
Third-quarter 2022 Adjusted Income improved by $166 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, amortization of certain assets from the Sequent acquisition, certain regulatory charges, and favorable income tax benefits. Year-to-date 2022 Adjusted Income improved by $393 million over the prior year for similar reasons.
Third-quarter 2022 Available Funds From Operations (AFFO) increased by $161 million compared to the prior year primarily due to higher operating results exclusive of non-cash items and higher distributions from equity-method investments. Year-to-date 2022 AFFO increased by $533 million reflecting similar drivers.
Business Segment Results & Form 10-Q
Williams' operations are comprised of the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, West and Gas & NGL Marketing Services, as well as Other. For more information, see the company's third-quarter 2022 Form 10-Q.
| Third Quarter | Year to Date | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in millions | Modified EBITDA | Adjusted EBITDA | Modified EBITDA | Adjusted EBITDA | |||||||||
| 3Q 2022 | |||||||||||||
| Transmission & Gulf of Mexico | 638 | 630 | 8 | 671 | 630 | 41 | 1,987 | 1,936 | 51 | 2,020 | 1,938 | $82 | |
| Northeast G&P | 464 | 442 | 22 | 464 | 442 | 22 | 1,332 | 1,253 | 79 | 1,332 | 1,253 | 79 | |
| West | 337 | 257 | 80 | 337 | 257 | 80 | 885 | 702 | 183 | 893 | 702 | 191 | |
| Gas & NGL Marketing Services | 20 | (262) | 282 | 38 | 34 | 4 | (249) | (161) | (88) | 109 | 135 | (26) | |
| Other | 140 | 38 | 102 | 127 | 57 | 70 | 284 | 91 | 193 | 290 | 124 | 166 | |
| Total | 1,599 | 1,105 | 494 | 1,637 | 1,420 | 217 | 4,239 | 3,821 | 418 | 4,644 | 4,152 | $492 | |
| 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. |
All values are in US Dollars.
Transmission & Gulf of Mexico
Third-quarter and year-to-date 2022 Modified and Adjusted EBITDA improved compared to the prior year driven by higher service revenues from Transco’s Leidy South expansion project and reduced hurricane impacts in the Gulf Coast region, partially offset by higher operating and administrative costs. Modified EBITDA for the 2022 periods was further impacted by certain regulatory and abandonment charges which are excluded from Adjusted EBITDA.
Northeast G&P
Third-quarter 2022 Modified and Adjusted EBITDA increased over the prior year driven by higher service revenues from Ohio Valley Midstream, partially offset by higher operating and administrative costs. Contributions from equity-investees increased reflecting higher commodity-based rates partially offset lower cost-of-service rates and volumes.
Both Modified and Adjusted EBITDA also improved for the year-to-date 2022 period, driven by Ohio Valley Midstream and gathering rate escalations, partially offset by higher operating and administrative costs. Net equity-investee contributions increased as previously described.
West
Third-quarter and year-to-date 2022 Modified and Adjusted EBITDA increased compared to the prior year benefiting from higher commodity-based rates and higher Haynesville gathering volumes including contributions from Trace Midstream acquired in April, partially offset by higher operating and administrative costs.
Gas & NGL Marketing Services
Third-quarter 2022 Modified EBITDA improved from the prior year primarily reflecting a $299 million net favorable change in unrealized gains/losses on commodity derivatives, which is excluded from Adjusted EBITDA. Both measures reflected stable commodity margins which included write-downs of inventory to lower period-end market prices, as well as higher administrative costs.
Year-to-date 2022 Modified EBITDA declined from the prior year primarily reflecting a $43 million net unfavorable change in unrealized loss on commodity derivatives, which is excluded from Adjusted EBITDA. Both measures were also impacted by higher commodity margins which included the impact of write-downs of inventory to lower period-end market prices, more than offset by the absence of a $58 million favorable impact in 2021 from Winter Storm Uri and higher administrative costs associated with the Sequent business acquired in July 2021.
Other
Third-quarter 2022 Modified EBITDA improved compared to the prior year primarily reflecting higher prices and volumes from our upstream operations and a $44 million net favorable change in unrealized gains/losses on commodity derivatives related to our upstream operations, which is excluded from Adjusted EBITDA.
Year-to-date 2022 Modified EBITDA also improved compared to the prior year primarily reflecting higher prices and volumes from our upstream operations and a $30 million net favorable change in unrealized gain/loss on commodity derivatives related to our upstream operations, which is excluded from Adjusted EBITDA. Both measures were also impacted by the absence of a $22 million favorable impact in 2021 from Winter Storm Uri.
2022 Financial Guidance
The company continues to expect 2022 Adjusted EBITDA near the high end of its previously announced guidance range of $6.1 billion and $6.4 billion. The company is also maintaining guidance for 2022 growth capital expenditures between $1.25 billion to $1.35 billion, which excludes approximately $1.5 billion in total acquisitions and follow-on expenditures for Trace Midstream and NorTex Midstream assets. The company is reaffirming maintenance capital expenditures between $650 million and $750 million, which includes capital for emissions reduction and modernization initiatives. Williams anticipates achieving a leverage ratio (net debt-to-Adjusted EBITDA) of approximately 3.6x, below the original guidance of 3.8x.
Williams' Third-Quarter 2022 Materials to be Posted Shortly; Q&A Webcast Scheduled for Tomorrow
Williams third-quarter 2022 earnings presentation will be posted at www.williams.com. The company’s third-quarter 2022 earnings conference call and webcast with analysts and investors is scheduled for Tuesday, Nov. 1, 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://conferencingportals.com/event/MTgNWtxQ.
A webcast link to the conference call is available 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
As the world demands reliable, low-cost, low-carbon energy, Williams (NYSE: WMB) will be there with the best transport, storage and delivery solutions to reliably fuel the clean energy economy. Headquartered in Tulsa, Oklahoma, Williams is an industry-leading, investment grade C-Corp with operations across the natural gas value chain including gathering, processing, interstate transportation, storage, wholesale marketing and trading of natural gas and natural gas liquids. With major positions in top U.S. supply basins, Williams connects the best supplies with the growing demand for clean energy. Williams owns and operates more than 30,000 miles of pipelines system wide – including Transco, the nation’s largest volume and fastest growing pipeline – and handles approximately 30 percent of the natural gas in the United States that is used every day for clean-power generation, heating and industrial use. Learn how the company is leveraging its nationwide footprint to incorporate clean hydrogen, next generation gas and other innovations at www.williams.com.
The Williams Companies, Inc.
Consolidated Statement of Income
(Unaudited)
| Three Months Ended <br>September 30, | Nine Months Ended <br>September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| (Millions, except per-share amounts) | ||||||||
| Revenues: | ||||||||
| Service revenues | $ | 1,685 | $ | 1,506 | $ | 4,828 | $ | 4,418 |
| Service revenues – commodity consideration | 60 | 64 | 223 | 164 | ||||
| Product sales | 1,260 | 1,296 | 3,475 | 3,229 | ||||
| Net gain (loss) on commodity derivatives | 16 | (391) | (491) | (441) | ||||
| Total revenues | 3,021 | 2,475 | 8,035 | 7,370 | ||||
| Costs and expenses: | ||||||||
| Product costs | 990 | 1,043 | 2,650 | 2,672 | ||||
| Net processing commodity expenses | 29 | 28 | 99 | 67 | ||||
| Operating and maintenance expenses | 486 | 409 | 1,345 | 1,148 | ||||
| Depreciation and amortization expenses | 500 | 487 | 1,504 | 1,388 | ||||
| Selling, general, and administrative expenses | 163 | 152 | 477 | 389 | ||||
| Other (income) expense – net | 33 | 1 | 14 | 12 | ||||
| Total costs and expenses | 2,201 | 2,120 | 6,089 | 5,676 | ||||
| Operating income (loss) | 820 | 355 | 1,946 | 1,694 | ||||
| Equity earnings (losses) | 193 | 157 | 492 | 423 | ||||
| Other investing income (loss) – net | 1 | 2 | 4 | 6 | ||||
| Interest incurred | (296) | (295) | (871) | (892) | ||||
| Interest capitalized | 5 | 3 | 13 | 8 | ||||
| Other income (expense) – net | (6) | 4 | 5 | 4 | ||||
| Income (loss) before income taxes | 717 | 226 | 1,589 | 1,243 | ||||
| Less: Provision (benefit) for income taxes | 96 | 53 | 169 | 313 | ||||
| Net income (loss) | 621 | 173 | 1,420 | 930 | ||||
| Less: Net income (loss) attributable to noncontrolling interests | 21 | 8 | 40 | 35 | ||||
| Net income (loss) attributable to The Williams Companies, Inc. | 600 | 165 | 1,380 | 895 | ||||
| Less: Preferred stock dividends | 1 | 1 | 2 | 2 | ||||
| Net income (loss) available to common stockholders | $ | 599 | $ | 164 | $ | 1,378 | $ | 893 |
| Basic earnings (loss) per common share: | ||||||||
| Net income (loss) | $ | .49 | $ | .14 | $ | 1.13 | $ | .74 |
| Weighted-average shares (thousands) | 1,218,964 | 1,215,434 | 1,218,202 | 1,215,113 | ||||
| Diluted earnings (loss) per common share: | ||||||||
| Net income (loss) | $ | .49 | $ | .13 | $ | 1.13 | $ | .73 |
| Weighted-average shares (thousands) | 1,222,472 | 1,217,979 | 1,222,153 | 1,217,558 |
The Williams Companies, Inc.
Consolidated Balance Sheet
(Unaudited)
| September 30,<br>2022 | December 31,<br>2021 | |||
|---|---|---|---|---|
| (Millions, except per-share amounts) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 859 | $ | 1,680 |
| Trade accounts and other receivables | 2,674 | 1,986 | ||
| Allowance for doubtful accounts | (15) | (8) | ||
| Trade accounts and other receivables – net | 2,659 | 1,978 | ||
| Inventories | 447 | 379 | ||
| Derivative assets | 201 | 301 | ||
| Other current assets and deferred charges | 272 | 211 | ||
| Total current assets | 4,438 | 4,549 | ||
| Investments | 5,066 | 5,127 | ||
| Property, plant, and equipment | 46,186 | 44,184 | ||
| Accumulated depreciation and amortization | (15,848) | (14,926) | ||
| Property, plant, and equipment – net | 30,338 | 29,258 | ||
| Intangible assets – net of accumulated amortization | 7,493 | 7,402 | ||
| Regulatory assets, deferred charges, and other | 1,337 | 1,276 | ||
| Total assets | $ | 48,672 | $ | 47,612 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 2,613 | $ | 1,746 |
| Accrued liabilities | 1,527 | 1,201 | ||
| Long-term debt due within one year | 877 | 2,025 | ||
| Total current liabilities | 5,017 | 4,972 | ||
| Long-term debt | 22,530 | 21,650 | ||
| Deferred income tax liabilities | 2,637 | 2,453 | ||
| Regulatory liabilities, deferred income, and other | 4,578 | 4,436 | ||
| Contingent liabilities and commitments | ||||
| Equity: | ||||
| Stockholders’ equity: | ||||
| Preferred stock ($1 par value; 30 million shares authorized at September 30, 2022 and December 31, 2021; 35,000 shares issued at September 30, 2022 and December 31, 2021) | 35 | 35 | ||
| Common stock ($1 par value; 1,470 million shares authorized at September 30, 2022 and December 31, 2021; 1,253 million shares issued at September 30, 2022 and 1,250 million shares issued at December 31, 2021) | 1,253 | 1,250 | ||
| Capital in excess of par value | 24,527 | 24,449 | ||
| Retained deficit | (13,419) | (13,237) | ||
| Accumulated other comprehensive income (loss) | (27) | (33) | ||
| Treasury stock, at cost (35 million shares of common stock) | (1,050) | (1,041) | ||
| Total stockholders’ equity | 11,319 | 11,423 | ||
| Noncontrolling interests in consolidated subsidiaries | 2,591 | 2,678 | ||
| Total equity | 13,910 | 14,101 | ||
| Total liabilities and equity | $ | 48,672 | $ | 47,612 |
The Williams Companies, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
| Nine Months Ended <br>September 30, | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||||||||||
| (Millions) | ||||||||||||||||||
| OPERATING ACTIVITIES: | ||||||||||||||||||
| Net income (loss) | $ | 1,420 | $ | 930 | ||||||||||||||
| Adjustments to reconcile to net cash provided (used) by operating activities: | ||||||||||||||||||
| Depreciation and amortization | 1,504 | 1,388 | ||||||||||||||||
| Provision (benefit) for deferred income taxes | 182 | 313 | ||||||||||||||||
| Equity (earnings) losses | (492) | (423) | ||||||||||||||||
| Distributions from unconsolidated affiliates | 688 | 574 | ||||||||||||||||
| Net unrealized (gain) loss from derivative instruments | 329 | 317 | ||||||||||||||||
| Amortization of stock-based awards | 58 | 60 | ||||||||||||||||
| Cash provided (used) by changes in current assets and liabilities: | ||||||||||||||||||
| Accounts receivable | (672) | (538) | ||||||||||||||||
| Inventories | (76) | (112) | ||||||||||||||||
| Other current assets and deferred charges | (62) | (67) | ||||||||||||||||
| Accounts payable | 743 | 570 | ||||||||||||||||
| Accrued liabilities | 167 | 67 | ||||||||||||||||
| Changes in current and noncurrent derivative assets and liabilities | 86 | (267) | ||||||||||||||||
| Other, including changes in noncurrent assets and liabilities | (205) | (6) | ||||||||||||||||
| Net cash provided (used) by operating activities | 3,670 | 2,806 | ||||||||||||||||
| FINANCING ACTIVITIES: | ||||||||||||||||||
| Proceeds from long-term debt | 1,752 | 898 | ||||||||||||||||
| Payments of long-term debt | (2,019) | (887) | ||||||||||||||||
| Proceeds from issuance of common stock | 53 | 6 | ||||||||||||||||
| Common dividends paid | (1,553) | (1,494) | ||||||||||||||||
| Dividends and distributions paid to noncontrolling interests | (141) | (135) | ||||||||||||||||
| Contributions from noncontrolling interests | 15 | 6 | ||||||||||||||||
| Payments for debt issuance costs | (14) | (7) | ||||||||||||||||
| Other – net | (49) | (13) | ||||||||||||||||
| Net cash provided (used) by financing activities | (1,956) | (1,626) | ||||||||||||||||
| INVESTING ACTIVITIES: | ||||||||||||||||||
| Property, plant, and equipment: | ||||||||||||||||||
| Capital expenditures (1) | (1,447) | (957) | ||||||||||||||||
| Dispositions – net | (19) | 5 | ||||||||||||||||
| Contributions in aid of construction | 8 | 46 | ||||||||||||||||
| Purchases of businesses, net of cash acquired | (933) | (126) | ||||||||||||||||
| Purchases of and contributions to equity-method investments | (140) | (79) | ||||||||||||||||
| Other – net | (4) | 3 | ||||||||||||||||
| Net cash provided (used) by investing activities | (2,535) | (1,108) | ||||||||||||||||
| Increase (decrease) in cash and cash equivalents | (821) | 72 | ||||||||||||||||
| Cash and cash equivalents at beginning of year | 1,680 | 142 | ||||||||||||||||
| Cash and cash equivalents at end of period | $ | 859 | $ | 214 | ||||||||||||||
| _____________ | ||||||||||||||||||
| (1) Increases to property, plant, and equipment | $ | (1,549) | $ | (1,001) | ||||||||||||||
| Changes in related accounts payable and accrued liabilities | 102 | 44 | ||||||||||||||||
| Capital expenditures | $ | (1,447) | $ | (957) | ||||||||||||||
| Transmission & Gulf of Mexico | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (UNAUDITED) | ||||||||||||||||||
| 2021 | 2022 | |||||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | Year | |||||||||
| Regulated interstate natural gas transportation, storage, and other revenues (1) | $ | 708 | $ | 693 | $ | 706 | $ | 739 | $ | 2,846 | $ | 730 | $ | 717 | $ | 734 | $ | 2,181 |
| Gathering, processing, storage and transportation revenues | 86 | 90 | 74 | 94 | 344 | 82 | 84 | 99 | 265 | |||||||||
| Other fee revenues (1) | 4 | 4 | 5 | 5 | 18 | 5 | 5 | 4 | 14 | |||||||||
| Commodity margins | 8 | 7 | 8 | 12 | 35 | 15 | 11 | 10 | 36 | |||||||||
| Net unrealized gain (loss) from derivative instruments | — | — | — | — | — | — | — | 1 | 1 | |||||||||
| Operating and administrative costs (1) | (198) | (197) | (215) | (226) | (836) | (202) | (227) | (238) | (667) | |||||||||
| Other segment income (expenses) - net (1) | 5 | 5 | 7 | 16 | 33 | 19 | 17 | (22) | 14 | |||||||||
| Impairment of certain assets | — | (2) | — | — | (2) | — | — | — | — | |||||||||
| Proportional Modified EBITDA of equity-method investments | 47 | 46 | 45 | 45 | 183 | 48 | 45 | 50 | 143 | |||||||||
| Modified EBITDA | 660 | 646 | 630 | 685 | 2,621 | 697 | 652 | 638 | 1,987 | |||||||||
| Adjustments | — | 2 | — | — | 2 | — | — | 33 | 33 | |||||||||
| Adjusted EBITDA | $ | 660 | $ | 648 | $ | 630 | $ | 685 | $ | 2,623 | $ | 697 | $ | 652 | $ | 671 | $ | 2,020 |
| Statistics for Operated Assets | ||||||||||||||||||
| Natural Gas Transmission | ||||||||||||||||||
| Transcontinental Gas Pipe Line | ||||||||||||||||||
| Avg. daily transportation volumes (Tbtu) | 14.1 | 13.1 | 13.8 | 14.2 | 13.8 | 15.0 | 13.5 | 14.7 | 14.4 | |||||||||
| Avg. daily firm reserved capacity (Tbtu) | 18.6 | 18.3 | 18.7 | 19.2 | 18.7 | 19.3 | 19.1 | 19.2 | 19.2 | |||||||||
| Northwest Pipeline LLC | ||||||||||||||||||
| Avg. daily transportation volumes (Tbtu) | 2.8 | 2.2 | 2.0 | 2.6 | 2.4 | 2.8 | 2.1 | 2.0 | 2.3 | |||||||||
| Avg. daily firm reserved capacity (Tbtu) | 3.8 | 3.8 | 3.8 | 3.8 | 3.8 | 3.8 | 3.8 | 3.8 | 3.8 | |||||||||
| Gulfstream - Non-consolidated | ||||||||||||||||||
| Avg. daily transportation volumes (Tbtu) | 1.0 | 1.2 | 1.3 | 1.1 | 1.2 | 0.9 | 1.3 | 1.4 | 1.2 | |||||||||
| Avg. daily firm reserved capacity (Tbtu) | 1.3 | 1.3 | 1.3 | 1.3 | 1.3 | 1.3 | 1.3 | 1.4 | 1.3 | |||||||||
| Gathering, Processing, and Crude Oil Transportation | ||||||||||||||||||
| Consolidated (2) | ||||||||||||||||||
| Gathering volumes (Bcf/d) | 0.28 | 0.31 | 0.25 | 0.29 | 0.28 | 0.30 | 0.28 | 0.29 | 0.29 | |||||||||
| Plant inlet natural gas volumes (Bcf/d) | 0.46 | 0.41 | 0.44 | 0.48 | 0.45 | 0.48 | 0.46 | 0.49 | 0.48 | |||||||||
| NGL production (Mbbls/d) | 29 | 26 | 28 | 33 | 29 | 31 | 31 | 26 | 29 | |||||||||
| NGL equity sales (Mbbls/d) | 7 | 5 | 6 | 7 | 6 | 7 | 7 | 4 | 6 | |||||||||
| Crude oil transportation volumes (Mbbls/d) | 130 | 151 | 120 | 135 | 134 | 110 | 124 | 125 | 120 | |||||||||
| Non-consolidated (3) | ||||||||||||||||||
| Gathering volumes (Bcf/d) | 0.36 | 0.40 | 0.29 | 0.36 | 0.35 | 0.39 | 0.37 | 0.41 | 0.39 | |||||||||
| Plant inlet natural gas volumes (Bcf/d) | 0.37 | 0.40 | 0.29 | 0.36 | 0.35 | 0.38 | 0.37 | 0.41 | 0.39 | |||||||||
| NGL production (Mbbls/d) | 28 | 31 | 21 | 27 | 27 | 28 | 26 | 29 | 28 | |||||||||
| NGL equity sales (Mbbls/d) | 9 | 11 | 6 | 7 | 8 | 8 | 6 | 7 | 7 | |||||||||
| (1) Excludes certain amounts associated with revenues and operating costs for tracked or reimbursable charges. Also, Operating and administrative costs increased in 2021, particularly in third quarter and fourth quarter, due to higher incentive and equity compensation expense. | ||||||||||||||||||
| (2) Excludes volumes associated with equity-method investments that are not consolidated in our results. | ||||||||||||||||||
| (3) Includes 100% of the volumes associated with operated equity-method investments. | ||||||||||||||||||
| Northeast G&P | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (UNAUDITED) | ||||||||||||||||||
| 2021 | 2022 | |||||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | Year | |||||||||
| Gathering, processing, transportation, and fractionation revenues | $ | 311 | $ | 315 | $ | 340 | $ | 342 | $ | 1,308 | $ | 323 | $ | 350 | $ | 354 | $ | 1,027 |
| Other fee revenues (1) | 25 | 25 | 26 | 27 | 103 | 27 | 27 | 27 | 81 | |||||||||
| Commodity margins | 3 | — | (2) | 4 | 5 | 6 | 1 | 3 | 10 | |||||||||
| Operating and administrative costs (1) | (89) | (86) | (94) | (103) | (372) | (85) | (102) | (101) | (288) | |||||||||
| Other segment income (expenses) - net | (1) | (7) | (3) | (3) | (14) | (3) | — | (1) | (4) | |||||||||
| Proportional Modified EBITDA of equity-method investments | 153 | 162 | 175 | 192 | 682 | 150 | 174 | 182 | 506 | |||||||||
| Modified EBITDA | 402 | 409 | 442 | 459 | 1,712 | 418 | 450 | 464 | 1,332 | |||||||||
| Adjustments | — | — | — | — | — | — | — | — | — | |||||||||
| Adjusted EBITDA | $ | 402 | $ | 409 | $ | 442 | $ | 459 | $ | 1,712 | $ | 418 | $ | 450 | $ | 464 | $ | 1,332 |
| Statistics for Operated Assets and Blue Racer Midstream | ||||||||||||||||||
| Gathering and Processing | ||||||||||||||||||
| Consolidated (2) | ||||||||||||||||||
| Gathering volumes (Bcf/d) | 4.19 | 4.10 | 4.26 | 4.38 | 4.24 | 4.03 | 4.19 | 4.22 | 4.15 | |||||||||
| Plant inlet natural gas volumes (Bcf/d) | 1.41 | 1.62 | 1.64 | 1.62 | 1.57 | 1.46 | 1.70 | 1.74 | 1.63 | |||||||||
| NGL production (Mbbls/d) | 102 | 115 | 121 | 120 | 115 | 110 | 118 | 125 | 118 | |||||||||
| NGL equity sales (Mbbls/d) | 1 | 1 | — | 1 | 1 | 2 | 1 | 1 | 1 | |||||||||
| Non-consolidated (3) | ||||||||||||||||||
| Gathering volumes (Bcf/d) | 6.62 | 6.76 | 6.92 | 6.84 | 6.79 | 6.62 | 6.76 | 6.58 | 6.65 | |||||||||
| Plant inlet natural gas volumes (Bcf/d) | 0.87 | 0.87 | 0.79 | 0.73 | 0.82 | 0.66 | 0.76 | 0.66 | 0.69 | |||||||||
| NGL production (Mbbls/d) | 60 | 58 | 56 | 51 | 56 | 50 | 53 | 45 | 50 | |||||||||
| NGL equity sales (Mbbls/d) | 8 | 6 | 6 | 6 | 6 | 4 | 3 | 2 | 3 | |||||||||
| (1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges. Also, Operating and administrative costs increased in 2021, particularly in third quarter and fourth quarter, due to higher incentive and equity compensation expense. | ||||||||||||||||||
| (2) Includes volumes associated with Susquehanna Supply Hub, the Northeast JV, and Utica Supply Hub, all of which are consolidated. | ||||||||||||||||||
| (3) Includes 100% of the volumes associated with operated equity-method investments, including the Laurel Mountain Midstream partnership; and the Bradford Supply Hub and the Marcellus South Supply Hub within the Appalachia Midstream Services partnership. Also all periods include Blue Racer Midstream. | ||||||||||||||||||
| West | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (UNAUDITED) | ||||||||||||||||||
| 2021 | 2022 | |||||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | Year | |||||||||
| Net gathering, processing, transportation, storage, and fractionation revenues | $ | 269 | $ | 285 | $ | 302 | $ | 313 | $ | 1,169 | $ | 317 | $ | 360 | 397 | $ | 1,074 | |
| Other fee revenues (1) | 6 | 4 | 4 | 7 | 21 | 6 | 6 | 6 | 18 | |||||||||
| Commodity margins | 31 | 26 | 21 | 22 | 100 | 23 | 25 | 27 | 75 | |||||||||
| Operating and administrative costs (1) | (109) | (113) | (108) | (112) | (442) | (112) | (133) | (128) | (373) | |||||||||
| Other segment income (expenses) - net | — | (1) | 11 | (2) | 8 | (1) | (1) | (6) | (8) | |||||||||
| Proportional Modified EBITDA of equity-method investments | 25 | 22 | 27 | 31 | 105 | 27 | 31 | 41 | 99 | |||||||||
| Modified EBITDA | 222 | 223 | 257 | 259 | 961 | 260 | 288 | 337 | 885 | |||||||||
| Adjustments | — | — | — | — | — | — | 8 | — | 8 | |||||||||
| Adjusted EBITDA | $ | 222 | $ | 223 | $ | 257 | $ | 259 | $ | 961 | $ | 260 | $ | 296 | $ | 337 | $ | 893 |
| Statistics for Operated Assets | ||||||||||||||||||
| Gathering and Processing | ||||||||||||||||||
| Consolidated (2) | ||||||||||||||||||
| Gathering volumes (Bcf/d) (3) | 3.11 | 3.21 | 3.31 | 3.36 | 3.25 | 3.47 | 5.14 | 5.20 | 5.09 | |||||||||
| Plant inlet natural gas volumes (Bcf/d) | 1.20 | 1.20 | 1.29 | 1.22 | 1.23 | 1.13 | 1.14 | 1.21 | 1.16 | |||||||||
| NGL production (Mbbls/d) | 36 | 39 | 49 | 43 | 41 | 47 | 49 | 45 | 47 | |||||||||
| NGL equity sales (Mbbls/d) | 13 | 16 | 19 | 15 | 16 | 17 | 18 | 13 | 16 | |||||||||
| Non-consolidated (4) | ||||||||||||||||||
| Gathering volumes (Bcf/d) | 0.27 | 0.30 | 0.28 | 0.28 | 0.29 | 0.28 | 0.28 | 0.29 | 0.29 | |||||||||
| Plant inlet natural gas volumes (Bcf/d) | 0.27 | 0.30 | 0.28 | 0.28 | 0.28 | 0.27 | 0.28 | 0.29 | 0.28 | |||||||||
| NGL production (Mbbls/d) | 24 | 32 | 32 | 32 | 29 | 31 | 32 | 34 | 33 | |||||||||
| NGL and Crude Oil Transportation volumes (Mbbls/d) (5) | 85 | 101 | 119 | 132 | 109 | 118 | 144 | 172 | 145 | |||||||||
| (1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges. Also, Operating and administrative costs increased in 2021, particularly in third quarter and fourth quarter, due to higher incentive and equity compensation expense. | ||||||||||||||||||
| (2) Excludes volumes associated with equity-method investments that are not consolidated in our results. | ||||||||||||||||||
| (3) Includes 100% of the volumes associated with the Trace Acquisition gathering assets after the purchase on April 29, 2022. Average volumes for these assets were calculated over the period owned. | ||||||||||||||||||
| (4) Includes 100% of the volumes associated with operated equity-method investments, including Rocky Mountain Midstream. | ||||||||||||||||||
| (5) Includes 100% of the volumes associated with operated equity-method investments, including the Overland Pass Pipeline Company and Rocky Mountain Midstream. | ||||||||||||||||||
| Gas & NGL Marketing Services | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| (UNAUDITED) | ||||||||||||||||||
| 2022 | ||||||||||||||||||
| (Dollars in millions) | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | Year | ||||||||||
| Commodity margins | 95 | $ | 13 | $ | 46 | $ | 11 | $ | 165 | $ | 100 | $ | 23 | $ | 39 | $ | 162 | |
| Other fee revenues | 1 | — | 1 | 3 | 1 | — | 1 | 2 | ||||||||||
| Net unrealized gain (loss) from derivative instruments | (3) | (294) | 188 | (109) | (57) | (288) | 5 | (340) | ||||||||||
| Operating and administrative costs | (3) | (14) | (17) | (37) | (31) | (23) | (24) | (78) | ||||||||||
| Other segment income (expenses) - net | — | — | — | — | — | 6 | (1) | 5 | ||||||||||
| Modified EBITDA | 8 | (262) | 183 | 22 | 13 | (282) | 20 | (249) | ||||||||||
| Adjustments (1) | — | 296 | (172) | 124 | 52 | 288 | 18 | 358 | ||||||||||
| Adjusted EBITDA | 93 | $ | 8 | $ | 34 | $ | 11 | $ | 146 | $ | 65 | $ | 6 | $ | 38 | $ | 109 | |
| Statistics | ||||||||||||||||||
| Product Sales Volumes | ||||||||||||||||||
| Natural Gas (Bcf/d)(2) | 0.94 | 7.98 | 7.71 | 7.70 | 7.96 | 6.66 | 7.11 | 7.25 | ||||||||||
| NGLs (Mbbls/d) | 216 | 229 | 229 | 227 | 246 | 234 | 267 | 249 | ||||||||||
| (1) 2022 Adjustments for Gas & NGL Marketing Services includes the impact of volatility on NGL linefill transactions. Had this adjustment been made in 2021, Adjusted EBITDA would have been reduced by (15), (5), (15), 1, and (34) for the 1st, 2nd, 3rd, and 4th quarters, and full year period, respectively. | ||||||||||||||||||
| (2) Includes 100% of the volumes associated with the Sequent Acquisition after the purchase on July 1, 2021. Average volumes were calculated over the period owned. |
All values are in US Dollars.
| Other | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED) | ||||||||||||||||||
| 2021 | 2022 | |||||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | Year | |||||||||
| Service revenues | $ | 7 | $ | 8 | $ | 8 | $ | 9 | $ | 32 | $ | 9 | $ | 7 | $ | 6 | $ | 22 |
| Net realized product sales | 56 | 49 | 105 | 103 | 313 | 96 | 142 | 180 | 418 | |||||||||
| Net unrealized gain (loss) from derivative instruments | — | (5) | (15) | 20 | — | (66) | 47 | 29 | 10 | |||||||||
| Operating and administrative costs | (25) | (26) | (58) | (43) | (152) | (33) | (57) | (62) | (152) | |||||||||
| Other segment income (expenses) - net | (5) | (6) | (2) | (2) | (15) | (1) | — | (13) | (14) | |||||||||
| Modified EBITDA | 33 | 20 | 38 | 87 | 178 | 5 | 139 | 140 | 284 | |||||||||
| Adjustments | 5 | 9 | 19 | (18) | 15 | 66 | (47) | (13) | 6 | |||||||||
| Adjusted EBITDA | $ | 38 | $ | 29 | $ | 57 | $ | 69 | $ | 193 | $ | 71 | $ | 92 | $ | 127 | $ | 290 |
| Statistics | ||||||||||||||||||
| Net Product Sales Volumes | ||||||||||||||||||
| Natural Gas (Bcf/d) | 0.07 | 0.14 | 0.17 | 0.14 | 0.13 | 0.12 | 0.19 | 0.27 | 0.19 | |||||||||
| NGLs (Mbbls/d) | 2 | 6 | 8 | 8 | 6 | 7 | 7 | 8 | 7 | |||||||||
| Oil (Mbbls/d) | 1 | 2 | 3 | 3 | 2 | 2 | 3 | 2 | 2 | |||||||||
| Capital Expenditures and Investments | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (UNAUDITED) | ||||||||||||||||||
| 2021 | 2022 | |||||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | Year | |||||||||
| Capital expenditures: | ||||||||||||||||||
| Transmission & Gulf of Mexico | $ | 109 | $ | 209 | $ | 172 | $ | 173 | $ | 663 | $ | 125 | $ | 129 | $ | 637 | $ | 891 |
| Northeast G&P | 40 | 46 | 41 | 22 | 149 | 40 | 30 | 52 | 122 | |||||||||
| West | 33 | 76 | 49 | 45 | 203 | 61 | 82 | 94 | 237 | |||||||||
| Other | 78 | 94 | 10 | 42 | 224 | 65 | 74 | 58 | 197 | |||||||||
| Total (1) | $ | 260 | $ | 425 | $ | 272 | $ | 282 | $ | 1,239 | $ | 291 | $ | 315 | $ | 841 | $ | 1,447 |
| Purchases of and contributions to equity-method investments: | ||||||||||||||||||
| Transmission & Gulf of Mexico | $ | 3 | $ | 6 | $ | 5 | $ | 12 | $ | 26 | $ | 16 | $ | 26 | $ | 11 | $ | 53 |
| Northeast G&P | 11 | 24 | 30 | 24 | 89 | 32 | 18 | 28 | 78 | |||||||||
| Other | — | — | — | — | — | 8 | — | 1 | 9 | |||||||||
| Total | $ | 14 | $ | 30 | $ | 35 | $ | 36 | $ | 115 | $ | 56 | $ | 44 | $ | 40 | $ | 140 |
| Summary: | ||||||||||||||||||
| Transmission & Gulf of Mexico | $ | 112 | $ | 215 | $ | 177 | $ | 185 | $ | 689 | $ | 141 | $ | 155 | $ | 648 | $ | 944 |
| Northeast G&P | 51 | 70 | 71 | 46 | 238 | 72 | 48 | 80 | 200 | |||||||||
| West | 33 | 76 | 49 | 45 | 203 | 61 | 82 | 94 | 237 | |||||||||
| Other | 78 | 94 | 10 | 42 | 224 | 73 | 74 | 59 | 206 | |||||||||
| Total | $ | 274 | $ | 455 | $ | 307 | $ | 318 | $ | 1,354 | $ | 347 | $ | 359 | $ | 881 | $ | 1,587 |
| Capital investments: | ||||||||||||||||||
| Increases to property, plant, and equipment | $ | 263 | $ | 430 | $ | 308 | $ | 304 | $ | 1,305 | $ | 260 | $ | 382 | $ | 907 | $ | 1,549 |
| Purchases of businesses, net of cash acquired | — | — | 126 | 25 | 151 | — | 933 | — | 933 | |||||||||
| Purchases of and contributions to equity-method investments | 14 | 30 | 35 | 36 | 115 | 56 | 44 | 40 | 140 | |||||||||
| Purchases of other long-term investments | — | — | — | 6 | 6 | — | 3 | 3 | 6 | |||||||||
| Total | $ | 277 | $ | 460 | $ | 469 | $ | 371 | $ | 1,577 | $ | 316 | $ | 1,362 | $ | 950 | $ | 2,628 |
| (1) Increases to property, plant, and equipment | $ | 263 | $ | 430 | $ | 308 | $ | 304 | $ | 1,305 | $ | 260 | $ | 382 | $ | 907 | $ | 1,549 |
| Changes in related accounts payable and accrued liabilities | (3) | (5) | (36) | (22) | (66) | 31 | (67) | (66) | (102) | |||||||||
| Capital expenditures | $ | 260 | $ | 425 | $ | 272 | $ | 282 | $ | 1,239 | $ | 291 | $ | 315 | $ | 841 | $ | 1,447 |
| Contributions from noncontrolling interests | $ | 2 | $ | 4 | $ | — | $ | 3 | $ | 9 | $ | 3 | $ | 5 | $ | 7 | $ | 15 |
| Contributions in aid of construction | $ | 19 | $ | 17 | $ | 10 | $ | 6 | $ | 52 | $ | (3) | $ | 9 | $ | 2 | $ | 8 |
| Proceeds from disposition of equity-method investments | $ | — | $ | 1 | $ | — | $ | — | $ | 1 | $ | — | $ | — | $ | 7 | $ | 7 |
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.
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 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.
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) Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED) | |||||||||||||||||
| 2022 | |||||||||||||||||
| (Dollars in millions, except per-share amounts) | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | Year | |||||||||
| Income (loss) attributable to The Williams Companies, Inc. available to common stockholders | 425 | $ | 304 | $ | 164 | $ | 621 | $ | 1,514 | $ | 379 | $ | 400 | $ | 599 | $ | 1,378 |
| Income (loss) - diluted earnings (loss) per common share (1) | .35 | $ | .25 | $ | .13 | $ | .51 | $ | 1.24 | $ | .31 | $ | .33 | $ | .49 | $ | 1.13 |
| Adjustments: | |||||||||||||||||
| Transmission & Gulf of Mexico | |||||||||||||||||
| Loss related to Eminence storage cavern abandonments | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 19 | $ | 19 |
| Regulatory liability charges associated with decrease in Transco’s estimated deferred state income tax rate | — | — | — | — | — | — | 15 | 15 | |||||||||
| Net unrealized (gain) loss from derivative instruments | — | — | — | — | — | — | (1) | (1) | |||||||||
| Impairment of certain assets | 2 | — | — | 2 | — | — | — | — | |||||||||
| Total Transmission & Gulf of Mexico adjustments | 2 | — | — | 2 | — | — | 33 | 33 | |||||||||
| West | |||||||||||||||||
| Trace acquisition costs | — | — | — | — | — | 8 | — | 8 | |||||||||
| Total West adjustments | — | — | — | — | — | 8 | — | 8 | |||||||||
| Gas & NGL Marketing Services | |||||||||||||||||
| Amortization of purchase accounting inventory fair value adjustment | — | 2 | 16 | 18 | 15 | — | — | 15 | |||||||||
| Impact of volatility on NGL linefill transactions (2) | — | — | — | — | (20) | — | 23 | 3 | |||||||||
| Net unrealized (gain) loss from derivative instruments | — | 294 | (188) | 106 | 57 | 288 | (5) | 340 | |||||||||
| Total Gas & NGL Marketing Services adjustments | — | 296 | (172) | 124 | 52 | 288 | 18 | 358 | |||||||||
| Other | |||||||||||||||||
| Regulatory liability charge associated with decrease in Transco’s estimated deferred state income tax rate | — | — | — | — | — | — | 5 | 5 | |||||||||
| Expenses associated with Sequent acquisition and transition | — | 3 | 2 | 5 | — | — | — | — | |||||||||
| Net unrealized (gain) loss from derivative instruments | 4 | 16 | (20) | — | 66 | (47) | (29) | (10) | |||||||||
| Accrual for loss contingencies | 5 | — | — | 10 | — | — | 11 | 11 | |||||||||
| Total Other adjustments | 9 | 19 | (18) | 15 | 66 | (47) | (13) | 6 | |||||||||
| Adjustments included in Modified EBITDA | 11 | 315 | (190) | 141 | 118 | 249 | 38 | 405 | |||||||||
| Adjustments below Modified EBITDA | |||||||||||||||||
| Accelerated depreciation for decommissioning assets | 20 | 13 | — | 33 | — | — | — | — | |||||||||
| Amortization of intangible assets from Sequent acquisition | — | 21 | (3) | 18 | 42 | 41 | 42 | 125 | |||||||||
| Depreciation adjustment related to Eminence storage cavern abandonments | — | — | — | — | — | — | (1) | (1) | |||||||||
| 20 | 34 | (3) | 51 | 42 | 41 | 41 | 124 | ||||||||||
| Total adjustments | 31 | 349 | (193) | 192 | 160 | 290 | 79 | 529 | |||||||||
| Less tax effect for above items | (8) | (87) | 48 | (48) | (40) | (72) | (17) | (129) | |||||||||
| Adjustments for tax-related items (3) | — | — | — | — | — | (134) | (69) | (203) | |||||||||
| Adjusted income available to common stockholders | 429 | $ | 327 | $ | 426 | $ | 476 | $ | 1,658 | $ | 499 | $ | 484 | $ | 592 | $ | 1,575 |
| Adjusted income - diluted earnings per common share (1) | .35 | $ | .27 | $ | .35 | $ | .39 | $ | 1.36 | $ | .41 | $ | .40 | $ | .48 | $ | 1.29 |
| Weighted-average shares - diluted (thousands) | 1,217,476 | 1,217,979 | 1,221,454 | 1,218,215 | 1,221,279 | 1,222,694 | 1,222,472 | 1,222,153 | |||||||||
| (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) Had this adjustment been made in 2021, the Gas & NGL Marketing segment would have included adjustments of (15), (5), (15), 1, and (34) for the 1st, 2nd, 3rd, and 4th quarters, and full year period, respectively. This would have reduced Adjusted income – diluted earnings per common share by 0.01, 0.01, and 0.02 for the 1st and 3rd quarters, and full year period, respectively. | |||||||||||||||||
| (3) The second quarter of 2022 includes adjustments for the reversal of valuation allowance due to the expected utilization of certain deferred income tax assets and previously unrecognized tax benefits from the resolution of certain federal income tax audits. The third quarter of 2022 includes an unfavorable adjustment to reverse the net benefit primarily associated with a significant decrease in our estimated deferred state income tax rate, partially offset by an unfavorable revision to a state net operating loss carryforward. |
All values are in US Dollars.
| Reconciliation of "Net Income (Loss)" to “Modified EBITDA” and Non-GAAP “Adjusted EBITDA” | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED) | |||||||||||||||||
| 2022 | |||||||||||||||||
| (Dollars in millions) | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | Year | |||||||||
| Net income (loss) | 435 | $ | 322 | $ | 173 | $ | 632 | $ | 1,562 | $ | 392 | $ | 407 | $ | 621 | $ | 1,420 |
| Provision (benefit) for income taxes | 119 | 53 | 198 | 511 | 118 | (45) | 96 | 169 | |||||||||
| Interest expense | 298 | 292 | 295 | 1,179 | 286 | 281 | 291 | 858 | |||||||||
| Equity (earnings) losses | (135) | (157) | (185) | (608) | (136) | (163) | (193) | (492) | |||||||||
| Other investing (income) loss - net | (2) | (2) | (1) | (7) | (1) | (2) | (1) | (4) | |||||||||
| Proportional Modified EBITDA of equity-method investments | 230 | 247 | 268 | 970 | 225 | 250 | 273 | 748 | |||||||||
| Depreciation and amortization expenses | 463 | 487 | 454 | 1,842 | 498 | 506 | 500 | 1,504 | |||||||||
| Accretion expense associated with asset retirement obligations for nonregulated operations | 11 | 12 | 12 | 45 | 11 | 13 | 12 | 36 | |||||||||
| Modified EBITDA | 1,410 | $ | 1,306 | $ | 1,105 | $ | 1,673 | $ | 5,494 | $ | 1,393 | $ | 1,247 | $ | 1,599 | $ | 4,239 |
| Transmission & Gulf of Mexico | 660 | $ | 646 | $ | 630 | $ | 685 | $ | 2,621 | $ | 697 | $ | 652 | $ | 638 | $ | 1,987 |
| Northeast G&P | 409 | 442 | 459 | 1,712 | 418 | 450 | 464 | 1,332 | |||||||||
| West | 223 | 257 | 259 | 961 | 260 | 288 | 337 | 885 | |||||||||
| Gas & NGL Marketing Services | 8 | (262) | 183 | 22 | 13 | (282) | 20 | (249) | |||||||||
| Other | 20 | 38 | 87 | 178 | 5 | 139 | 140 | 284 | |||||||||
| Total Modified EBITDA | 1,410 | $ | 1,306 | $ | 1,105 | $ | 1,673 | $ | 5,494 | $ | 1,393 | $ | 1,247 | $ | 1,599 | $ | 4,239 |
| Adjustments (1): | |||||||||||||||||
| Transmission & Gulf of Mexico | — | $ | 2 | $ | — | $ | — | $ | 2 | $ | — | $ | — | $ | 33 | $ | 33 |
| West | — | — | — | — | — | 8 | — | 8 | |||||||||
| Gas & NGL Marketing Services(2) | — | 296 | (172) | 124 | 52 | 288 | 18 | 358 | |||||||||
| Other | 9 | 19 | (18) | 15 | 66 | (47) | (13) | 6 | |||||||||
| Total Adjustments | 5 | $ | 11 | $ | 315 | $ | (190) | $ | 141 | $ | 118 | $ | 249 | $ | 38 | $ | 405 |
| Adjusted EBITDA: | |||||||||||||||||
| Transmission & Gulf of Mexico | 660 | $ | 648 | $ | 630 | $ | 685 | $ | 2,623 | $ | 697 | $ | 652 | $ | 671 | $ | 2,020 |
| Northeast G&P | 409 | 442 | 459 | 1,712 | 418 | 450 | 464 | 1,332 | |||||||||
| West | 223 | 257 | 259 | 961 | 260 | 296 | 337 | 893 | |||||||||
| Gas & NGL Marketing Services | 8 | 34 | 11 | 146 | 65 | 6 | 38 | 109 | |||||||||
| Other | 29 | 57 | 69 | 193 | 71 | 92 | 127 | 290 | |||||||||
| Total Adjusted EBITDA | 1,415 | $ | 1,317 | $ | 1,420 | $ | 1,483 | $ | 5,635 | $ | 1,511 | $ | 1,496 | $ | 1,637 | $ | 4,644 |
| (1) Adjustments by segment are detailed in the "Reconciliation of Income (Loss) Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income," which is also included in these materials. | |||||||||||||||||
| (2) 2022 Adjustments for Gas & NGL Marketing Services includes the impact of volatility on NGL linefill transactions. Had this adjustment been made in 2021, Adjusted EBITDA would have been reduced by (15), (5), (15), 1, and (34) for the 1st, 2nd, 3rd, and 4th quarters, and full year period, respectively. |
All values are in US Dollars.
| Reconciliation of Cash Flow from Operating Activities to Available Funds from Operations (AFFO) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED) | ||||||||||||||||||
| 2021 | 2022 | |||||||||||||||||
| (Dollars in millions, except coverage ratios) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | Year | |||||||||
| The Williams Companies, Inc. | ||||||||||||||||||
| Reconciliation of GAAP "Net cash provided (used) by operating activities" to Non-GAAP "Available funds from operations" | ||||||||||||||||||
| Net cash provided (used) by operating activities | $ | 915 | $ | 1,057 | $ | 834 | $ | 1,139 | $ | 3,945 | $ | 1,082 | $ | 1,098 | $ | 1,490 | $ | 3,670 |
| Exclude: Cash (provided) used by changes in: | ||||||||||||||||||
| Accounts receivable | 59 | (9) | 488 | 7 | 545 | 3 | 794 | (125) | 672 | |||||||||
| Inventories | 8 | 50 | 54 | 12 | 124 | (178) | 177 | 77 | 76 | |||||||||
| Other current assets and deferred charges | 6 | 50 | 11 | (4) | 63 | 65 | (50) | 47 | 62 | |||||||||
| Accounts payable | (38) | (56) | (476) | (73) | (643) | 138 | (828) | (53) | (743) | |||||||||
| Accrued liabilities | 116 | (130) | (53) | 9 | (58) | 149 | (125) | (191) | (167) | |||||||||
| Changes in current and noncurrent derivative assets and liabilities | 6 | 25 | 236 | 10 | 277 | (101) | 52 | (37) | (86) | |||||||||
| Other, including changes in noncurrent assets and liabilities | 10 | (31) | 27 | (5) | 1 | 67 | 65 | 73 | 205 | |||||||||
| Preferred dividends paid | (1) | — | (1) | (1) | (3) | (1) | — | (1) | (2) | |||||||||
| Dividends and distributions paid to noncontrolling interests | (54) | (41) | (40) | (52) | (187) | (37) | (58) | (46) | (141) | |||||||||
| Contributions from noncontrolling interests | 2 | 4 | — | 3 | 9 | 3 | 5 | 7 | 15 | |||||||||
| Available funds from operations | $ | 1,029 | $ | 919 | $ | 1,080 | $ | 1,045 | $ | 4,073 | $ | 1,190 | $ | 1,130 | $ | 1,241 | $ | 3,561 |
| Common dividends paid | $ | 498 | $ | 498 | $ | 498 | $ | 498 | $ | 1,992 | $ | 518 | $ | 517 | $ | 518 | $ | 1,553 |
| Coverage ratio: | ||||||||||||||||||
| Available funds from operations divided by Common dividends paid | 2.07 | 1.85 | 2.17 | 2.10 | 2.04 | 2.30 | 2.19 | 2.40 | 2.29 | |||||||||
| Reconciliation of Net Income (Loss) to Modified EBITDA, Non-GAAP Adjusted EBITDA and Cash Flow from Operating Activities to Non-GAAP Available Funds from Operations (AFFO) | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | |||||||||||||
| (Dollars in millions, except per-share amounts and coverage ratio) | Mid | High | ||||||||||||||||
| Net income (loss) | 1,754 | $ | 1,854 | $ | 1,954 | |||||||||||||
| Provision (benefit) for income taxes | 450 | 500 | ||||||||||||||||
| Interest expense | 1,145 | |||||||||||||||||
| Equity (earnings) losses | (610) | |||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | 960 | |||||||||||||||||
| Depreciation and amortization expenses and accretion for asset retirement obligations associated with nonregulated operations | 2,075 | |||||||||||||||||
| Other | 9 | |||||||||||||||||
| Modified EBITDA | 5,733 | $ | 5,883 | $ | 6,033 | |||||||||||||
| EBITDA Adjustments | 367 | |||||||||||||||||
| Adjusted EBITDA | 6,100 | $ | 6,250 | $ | 6,400 | |||||||||||||
| Net income (loss) | 1,754 | $ | 1,854 | $ | 1,954 | |||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests & preferred dividends | 70 | |||||||||||||||||
| Net income (loss) attributable to The Williams Companies, Inc. available to common stockholders | 1,684 | $ | 1,784 | $ | 1,884 | |||||||||||||
| Adjustments: | ||||||||||||||||||
| Adjustments included in Modified EBITDA (1) | 367 | |||||||||||||||||
| Adjustments below Modified EBITDA (2) | 167 | |||||||||||||||||
| Allocation of adjustments to noncontrolling interests | — | |||||||||||||||||
| Total adjustments | 534 | |||||||||||||||||
| Less tax effect for above items | (268) | |||||||||||||||||
| Adjusted income available to common stockholders | 1,950 | $ | 2,050 | $ | 2,150 | |||||||||||||
| Adjusted diluted earnings per common share | 1.59 | $ | 1.67 | $ | 1.76 | |||||||||||||
| Weighted-average shares - diluted (millions) | 1,224 | |||||||||||||||||
| 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) | 4,760 | $ | 4,910 | $ | 5,060 | |||||||||||||
| Preferred dividends paid | (3) | |||||||||||||||||
| Dividends and distributions paid to noncontrolling interests | (200) | |||||||||||||||||
| Contributions from noncontrolling interests | 43 | |||||||||||||||||
| Available funds from operations (AFFO) | 4,600 | $ | 4,750 | $ | 4,900 | |||||||||||||
| AFFO per common share | 3.76 | $ | 3.88 | $ | 4.00 | |||||||||||||
| Common dividends paid | $ | 2,075 | ||||||||||||||||
| Coverage Ratio (AFFO/Common dividends paid) | 2.29x | 2.36x | ||||||||||||||||
| (1) Includes 1Q & 2Q adjustments of 367 million included in Modified EBITDA. | ||||||||||||||||||
| (2) Includes amortization of Sequent intangible asset of 167 million. |
All values are in US Dollars.
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, outcome 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 our business and operations;
•Expected in-service dates for capital projects;
•Financial condition and liquidity;
•Business strategy;
•Cash flow from operations or results of operations;
•Seasonality of certain business components;
•Natural gas, natural gas liquids and crude oil prices, supply, and demand;
•Demand for our services;
•The impact of the coronavirus (COVID-19) pandemic.
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 to obtain necessary permits and approvals, and achieve favorable rate proceeding outcomes;
•Our exposure to the credit risk of our 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 to consummate asset sales on acceptable terms;
•Whether we are able 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;
•Whether we will be able to effectively execute our financing plan;
•Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social, and governance practices;
•The physical and financial risks associated with climate change;
•The impacts of operational and developmental hazards and unforeseen interruptions;
•The risks resulting from outbreaks or other public health crises, including COVID-19;
•Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;
•Acts of terrorism, cybersecurity incidents, and related disruptions;
•Our 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, 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, including the Russian invasion of Ukraine;
•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 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on February 28, 2022, and (b) Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the period ended March 31, 2022.
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