Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Page
Williams:
Report of Independent Registered Public Accounting Firm
94
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023, and 2022
96
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023, and 2022
97
Consolidated Balance Sheets at December 31, 2024 and 2023
98
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023, and 2022
99
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 202 2
100
Transco:
Report of Independent Registered Public Accounting Firm
101
Statements of Net Income for the Years Ended December 31, 2024, 2023, and 2022
103
Balance Sheets at December 31, 2024 and 2023
104
Statements of Changes in Member’s Equity for the Years Ended December 31, 2024, 2023, and 2022
105
Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022
106
NWP:
Report of Independent Registered Public Accounting Firm
107
Statements of Net Income for the Years Ended December 31, 2024, 2023, and 2022
109
Balance Sheets at December 31, 2024 and 2023
110
Statements of Changes in Member’s Equity for the Years Ended December 31, 2024, 2023, and 2022
111
Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022
112
Combined Notes to Financial Statements
113
Schedule II — Valuation and Qualifying Accounts
192
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
The Williams Companies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of The Williams Companies, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
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Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
Pension Benefits Obligation
Description of the Matter At December 31, 2024, the Company’s aggregate pension benefits obligation was $937 million and was exceeded by the fair value of pension plan assets of $1,183 million, resulting in an overfunded pension benefits obligation of $246 million. As explained in Note 7 to the consolidated financial statements, the Company utilized key assumptions to determine the pension benefits obligation.
Auditing the pension benefits obligation is complex and required the involvement of specialists due to the nature of the actuarial assumptions (e.g., discount rates and cash balance interest crediting rate) used in the measurement process. These assumptions have a significant effect on the projected benefit obligation.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls relating to the measurement and valuation of the pension benefits obligation, including controls over management’s review of the pension benefits obligation, the significant actuarial assumptions and the data inputs.
To test the pension benefits obligation, our audit procedures included, among others, evaluating the methodologies used, the significant actuarial assumptions discussed above, and the underlying data used by the Company. We compared the actuarial assumptions used by management to historical trends and evaluated the changes in the funded status from prior year. In addition, we involved our actuarial specialists to assist with our procedures. For example, we evaluated management’s methodology for determining the discount rates that reflect the maturity and duration of the benefit payments and are used to measure the pension benefits obligation. As part of this assessment, we independently developed a range of yield curves, we compared the projected cash flows to prior year, and compared the current year benefits paid to the prior year projected cash flows. To test the cash balance interest crediting rate, we independently calculated a range of rates and compared them to the rate used by management. We also tested the completeness and accuracy of the underlying data, including the participant data.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1962.
Tulsa, Oklahoma
February 25, 2025
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The Williams Companies, Inc.
Consolidated Statement of Income
Year Ended December 31,
2024 2023 2022
(Millions, except per-share amounts)
Revenues:
Service revenues $ 7,628 $ 7,026 $ 6,536
Service revenues – commodity consideration 134 146 260
Product sales 2,991 2,779 4,556
Net gain (loss) from commodity derivatives ( 250 ) 956 ( 387 )
Total revenues
10,503 10,907 10,965
Costs and expenses:
Product costs 2,075 1,884 3,369
Net processing commodity expenses 43 151 88
Operating and maintenance expenses 2,179 1,984 1,817
Depreciation and amortization expenses 2,219 2,071 2,009
Selling, general, and administrative expenses 708 665 636
Gain on sale of business (Note 3)
— ( 129 ) —
Other (income) expense – net ( 60 ) ( 30 ) 28
Total costs and expenses
7,164 6,596 7,947
Operating income (loss) 3,339 4,311 3,018
Equity earnings (losses) 560 589 637
Other investing income (loss) – net 343 108 16
Interest expense ( 1,364 ) ( 1,236 ) ( 1,147 )
Net gain from Energy Transfer litigation judgment (Note 1)
— 534 —
Other income (expense) – net 108 99 18
Income (loss) before income taxes 2,986 4,405 2,542
Less: Provision (benefit) for income taxes
640 1,005 425
Income (loss) from continuing operations 2,346 3,400 2,117
Income (loss) from discontinued operations (Note 1)
— ( 97 ) —
Net income (loss) 2,346 3,303 2,117
Less: Net income (loss) attributable to noncontrolling interests
121 124 68
Net income (loss) attributable to The Williams Companies, Inc. 2,225 3,179 2,049
Less: Preferred stock dividends
3 3 3
Net income (loss) available to common stockholders $ 2,222 $ 3,176 $ 2,046
Amounts attributable to The Williams Companies, Inc. available to common stockholders:
Income (loss) from continuing operations $ 2,222 $ 3,273 $ 2,046
Income (loss) from discontinued operations (Note 1)
— ( 97 ) —
Net income (loss) available to common stockholders
$ 2,222 $ 3,176 $ 2,046
Basic earnings (loss) per common share:
Income (loss) from continuing operations
$ 1.82 $ 2.69 $ 1.68
Income (loss) from discontinued operations
— ( .08 ) —
Net income (loss) available to common stockholders
$ 1.82 $ 2.61 $ 1.68
Weighted-average shares (thousands)
1,219,184 1,217,784 1,218,362
Diluted earnings (loss) per common share:
Income (loss) from continuing operations
$ 1.82 $ 2.68 $ 1.67
Income (loss) from discontinued operations
— ( .08 ) —
Net income (loss) available to common stockholders
$ 1.82 $ 2.60 $ 1.67
Weighted-average shares (thousands)
1,222,954 1,222,715 1,222,672
See the Combined Notes to Financial Statements.
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The Williams Companies, Inc.
Consolidated Statement of Comprehensive Income (Loss)
Year Ended December 31,
2024 2023 2022
(Millions)
Net income (loss) $ 2,346 $ 3,303 $ 2,117
Other comprehensive income (loss):
Designated interest rate cash flow hedging activities:
Net unrealized gain (loss) from derivative instruments, net of taxes of $( 2 ), $( 8 ), and $ 1 in 2024, 2023, and 2022, respectively
6 26 ( 3 )
Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of $ 1 , $ 1 and $ — in 2024, 2023, and 2022, respectively
( 2 ) ( 2 ) —
Pension and other postretirement benefits:
Net actuarial gain (loss) arising during the year, net of taxes of $( 24 ), $ — , and $ 1 in 2024, 2023, and 2022, respectively
72 ( 2 ) 1
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of $ 1 , $ — , and $( 4 ) in 2024, 2023, and 2022, respectively
— 3 11
Other comprehensive income (loss) 76 25 9
Comprehensive income (loss) 2,422 3,328 2,126
Less: Comprehensive income (loss) attributable to noncontrolling interests 121 124 68
Comprehensive income (loss) attributable to The Williams Companies, Inc. $ 2,301 $ 3,204 $ 2,058
See the Combined Notes to Financial Statements.
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The Williams Companies, Inc.
Consolidated Balance Sheet
December 31,
2024 2023
(Millions, except per-share amounts)
ASSETS
Current assets:
Cash and cash equivalents $ 60 $ 2,150
Trade accounts and other receivables (net of allowance of ($ 1 ) at December 31, 2024 and ($ 3 ) at December 31, 2023)
1,863 1,655
Inventories 279 274
Derivative assets 267 239
Other current assets and deferred charges 192 195
Total current assets 2,661 4,513
Investments 4,140 4,637
Property, plant, and equipment – net 38,692 34,311
Intangible assets – net of accumulated amortization 7,209 7,593
Regulatory assets, deferred charges, and other 1,830 1,573
Total assets $ 54,532 $ 52,627
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 1,613 $ 1,379
Derivative liabilities 164 105
Other current liabilities
1,360 1,284
Commercial paper 455 725
Long-term debt due within one year 1,720 2,337
Total current liabilities 5,312 5,830
Long-term debt 24,736 23,376
Deferred income tax liabilities 4,376 3,846
Regulatory liabilities, deferred income, and other 5,268 4,684
Contingent liabilities and commitments (Note 18)
Equity:
Stockholders’ equity:
Preferred stock ($ 1 par value; 30 million shares authorized at December 31, 2024 and December 31, 2023; 35 thousand shares issued at December 31, 2024 and December 31, 2023)
35 35
Common stock ($ 1 par value; 1,470 million shares authorized at December 31, 2024 and December 31, 2023; 1,258 million shares issued at December 31, 2024 and 1,256 million shares issued at December 31, 2023)
1,258 1,256
Capital in excess of par value 24,643 24,578
Retained deficit ( 12,396 ) ( 12,287 )
Accumulated other comprehensive income (loss) 76 —
Treasury stock, at cost ( 39 million shares at December 31, 2024 and December 31, 2023 of common stock)
( 1,180 ) ( 1,180 )
Total stockholders’ equity 12,436 12,402
Noncontrolling interests in consolidated subsidiaries 2,404 2,489
Total equity 14,840 14,891
Total liabilities and equity $ 54,532 $ 52,627
See the Combined Notes to Financial Statements.
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The Williams Companies, Inc.
Consolidated Statement of Changes in Equity
The Williams Companies, Inc. Stockholders
Preferred Stock Common
Stock Capital in
Excess of
Par Value Retained
Deficit AOCI* Treasury
Stock Total
Stockholders’
Equity Noncontrolling
Interests Total Equity
(Millions)
Balance at December 31, 2021 $ 35 $ 1,250 $ 24,449 $ ( 13,237 ) $ ( 33 ) $ ( 1,041 ) $ 11,423 $ 2,678 $ 14,101
Net income (loss) — — — 2,049 — — 2,049 68 2,117
Other comprehensive income (loss) — — — — 9 — 9 — 9
Cash dividends – common stock ($ 1.70 per share)
— — — ( 2,071 ) — — ( 2,071 ) — ( 2,071 )
Stock-based compensation and related common stock issuances, net of tax — 3 93 — — — 96 — 96
Dividends and distributions to noncontrolling interests — — — — — — — ( 204 ) ( 204 )
Contributions from noncontrolling interests — — — — — — — 18 18
Purchases of treasury stock — — — — — ( 9 ) ( 9 ) — ( 9 )
Other — — — ( 12 ) — — ( 12 ) — ( 12 )
Net increase (decrease) in equity — 3 93 ( 34 ) 9 ( 9 ) 62 ( 118 ) ( 56 )
Balance at December 31, 2022 $ 35 $ 1,253 $ 24,542 $ ( 13,271 ) $ ( 24 ) $ ( 1,050 ) $ 11,485 $ 2,560 $ 14,045
Net income (loss) — — — 3,179 — — 3,179 124 3,303
Other comprehensive income (loss) — — — — 25 — 25 — 25
Cash dividends – common stock ($ 1.79 per share)
— — — ( 2,179 ) — — ( 2,179 ) — ( 2,179 )
Stock-based compensation and related common stock issuances, net of tax — 3 35 — — — 38 — 38
Dividends and distributions to noncontrolling interests — — — — — — — ( 213 ) ( 213 )
Contributions from noncontrolling interests — — — — — — — 18 18
Purchases of treasury stock — — — — — ( 130 ) ( 130 ) — ( 130 )
Other — — 1 ( 16 ) ( 1 ) — ( 16 ) — ( 16 )
Net increase (decrease) in equity — 3 36 984 24 ( 130 ) 917 ( 71 ) 846
Balance at December 31, 2023 $ 35 $ 1,256 $ 24,578 $ ( 12,287 ) $ — $ ( 1,180 ) $ 12,402 $ 2,489 $ 14,891
Net income (loss) — — — 2,225 — — 2,225 121 2,346
Other comprehensive income (loss) — — — — 76 — 76 — 76
Cash dividends – common stock ($ 1.90 per share)
— — — ( 2,316 ) — — ( 2,316 ) — ( 2,316 )
Stock-based compensation and related common stock issuances, net of tax — 2 65 — — — 67 — 67
Dividends and distributions to noncontrolling interests — — — — — — — ( 242 ) ( 242 )
Contributions from noncontrolling interests — — — — — — — 36 36
Other — — — ( 18 ) — — ( 18 ) — ( 18 )
Net increase (decrease) in equity — 2 65 ( 109 ) 76 — 34 ( 85 ) ( 51 )
Balance at December 31, 2024 $ 35 $ 1,258 $ 24,643 $ ( 12,396 ) $ 76 $ ( 1,180 ) $ 12,436 $ 2,404 $ 14,840
* Accumulated Other Comprehensive Income (Loss)
See the Combined Notes to Financial Statements.
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The Williams Companies, Inc.
Consolidated Statement of Cash Flows
Year Ended December 31,
2024 2023 2022
(Millions)
OPERATING ACTIVITIES:
Net income (loss) $ 2,346 $ 3,303 $ 2,117
Adjustments to reconcile to net cash provided (used) by operating activities:
Depreciation and amortization 2,219 2,071 2,009
Provision (benefit) for deferred income taxes 506 951 431
Equity (earnings) losses ( 560 ) ( 589 ) ( 637 )
Distributions from equity-method investees (Note 8) 789 796 865
Net unrealized (gain) loss from commodity derivative instruments 367 ( 660 ) 249
Gain on sale of business (Note 3) — ( 129 ) —
Gain on disposition of equity-method investments (Note 8) ( 149 ) — —
Gain on remeasurement of equity-method investments (Note 3) ( 127 ) ( 30 ) —
Inventory write-downs 10 30 161
Amortization of stock-based awards 99 77 73
Cash provided (used) by changes in current assets and liabilities:
Accounts receivable ( 169 ) 1,089 ( 733 )
Inventories ( 9 ) 13 ( 110 )
Other current assets and deferred charges 9 60 ( 33 )
Accounts payable 139 ( 1,009 ) 410
Other current liabilities 35 ( 19 ) 209
Changes in current and noncurrent commodity derivative assets and liabilities ( 286 ) 200 94
Other, including changes in noncurrent assets and liabilities ( 245 ) ( 216 ) ( 216 )
Net cash provided (used) by operating activities 4,974 5,938 4,889
FINANCING ACTIVITIES:
Proceeds from (payments of) commercial paper – net ( 269 ) 372 345
Proceeds from long-term debt 3,594 2,755 1,755
Payments of long-term debt ( 2,946 ) ( 634 ) ( 2,876 )
Payments for debt issuance costs ( 32 ) ( 23 ) ( 17 )
Proceeds from issuance of common stock 10 6 54
Purchases of treasury stock — ( 130 ) ( 9 )
Common dividends paid ( 2,316 ) ( 2,179 ) ( 2,071 )
Dividends and distributions paid to noncontrolling interests ( 242 ) ( 213 ) ( 204 )
Contributions from noncontrolling interests 36 18 18
Other – net ( 36 ) ( 21 ) ( 37 )
Net cash provided (used) by financing activities ( 2,201 ) ( 49 ) ( 3,042 )
INVESTING ACTIVITIES:
Property, plant, and equipment:
Capital expenditures (1) ( 2,573 ) ( 2,516 ) ( 2,253 )
Dispositions – net ( 105 ) ( 51 ) ( 30 )
Proceeds from sale of business (Note 3) — 346 —
Purchases of businesses, net of cash acquired (Note 3) ( 2,244 ) ( 1,568 ) ( 933 )
Proceeds from dispositions of equity-method investments (Note 8) 161 — —
Purchases of and contributions to equity-method investments (Note 8) ( 114 ) ( 141 ) ( 166 )
Other – net 12 39 7
Net cash provided (used) by investing activities ( 4,863 ) ( 3,891 ) ( 3,375 )
Increase (decrease) in cash and cash equivalents ( 2,090 ) 1,998 ( 1,528 )
Cash and cash equivalents at beginning of year 2,150 152 1,680
Cash and cash equivalents at end of year $ 60 $ 2,150 $ 152
_________
(1) Increases to property, plant, and equipment $ ( 2,581 ) $ ( 2,564 ) $ ( 2,394 )
Changes in related accounts payable and accrued liabilities 8 48 141
Capital expenditures $ ( 2,573 ) $ ( 2,516 ) $ ( 2,253 )
See the Combined Notes to Financial Statements.
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Report of Independent Registered Public Accounting Firm
To the Management Committee and Member of Transcontinental Gas Pipe Line Company, LLC
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Transcontinental Gas Pipe Line Company, LLC (the Company) as of December 31, 2024 and 2023, the related statements of net income, changes in member’s equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account s or disclosure s to which it relates.
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Description of the Matter
Regulatory Assets and Liabilities
As discussed in Note 1 to the financial statements, the Company is an interstate natural gas transmission company that is regulated by the Federal Energy Regulatory Commission (“FERC”) and applies accounting principles in Topic 980 for regulated operations. As such, certain incurred costs that would otherwise be charged to expense are deferred as regulatory assets, based on the expected recovery from customers in future rates. Likewise, certain actual or anticipated credits that would otherwise reduce expense are deferred as regulatory liabilities, based on the expected return to customers in future rates. The Company records items as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refunded in future rates.
Auditing regulatory assets and liabilities is complex as it requires specialized knowledge of rate-regulated activities and judgments about matters that could affect the recording of regulatory assets and liabilities.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s accounting for regulatory assets and liabilities, including, among others, controls over the evaluation of filings with regulatory bodies and their effects on existing regulatory assets and liabilities, including factors that may affect the timing or nature of recoverability.
We performed audit procedures that included, among others, reviewing evidence of correspondence with regulatory bodies to test that the Company evaluated information obtained from regulatory rulings. For example, we assessed the recoverability, considering information obtained from regulatory orders, of regulatory assets. In addition, we tested calculations of regulatory assets and liabilities, including that the amortization for certain regulatory assets and liabilities corresponded to relevant regulatory filings and/or orders.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1995.
Houston, Texas
February 25, 2025
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Transcontinental Gas Pipe Line Company, LLC
Statement of Net Income
Year Ended December 31,
2024 2023 2022
(Millions)
Revenues:
Natural gas transportation service revenues $ 2,619 $ 2,506 $ 2,503
Natural gas storage service revenues 200 186 193
Natural gas product sales 118 137 179
Other service revenues 27 37 34
Total revenues 2,964 2,866 2,909
Costs and expenses:
Natural gas product costs 118 137 179
Operating and maintenance expenses 510 517 531
Selling, general, and administrative expenses 216 215 225
Depreciation and amortization expenses 545 519 513
Taxes, other than income taxes 111 105 98
Other (income) expense – net ( 35 ) ( 38 ) ( 7 )
Total costs and expenses 1,465 1,455 1,539
Operating income (loss) 1,499 1,411 1,370
Interest expense ( 324 ) ( 324 ) ( 327 )
Interest income 58 87 36
Allowance for equity and borrowed funds used during construction (AFUDC) 88 77 28
Other income (expense) – net ( 8 ) ( 4 ) ( 7 )
Net income (loss) $ 1,313 $ 1,247 $ 1,100
See the Combined Notes to Financial Statements.
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Transcontinental Gas Pipe Line Company, LLC
Balance Sheet
December 31,
2024 2023
(Millions)
ASSETS
Current assets:
Cash and cash equivalents $ — $ —
Trade accounts and other receivables:
Advances to affiliate 638 1,353
Trade 250 251
Affiliates 24 10
Other 12 11
Inventories 81 83
Regulatory assets 74 87
Other current assets and deferred charges 24 14
Total current assets 1,103 1,809
Property, plant, and equipment – net 14,103 13,330
Regulatory assets 320 299
Deferred charges and other 405 350
Total assets $ 15,931 $ 15,788
LIABILITIES AND MEMBER’S EQUITY
Current liabilities:
Payables:
Trade $ 258 $ 278
Affiliates 55 55
Regulatory liabilities 58 49
Other current liabilities 181 190
Asset retirement obligations 22 96
Long-term debt due within one year 35 32
Total current liabilities 609 700
Long-term debt 5,200 5,229
Regulatory liabilities 976 956
Asset retirement obligations 593 524
Deferred income and other 248 242
Contingent liabilities and commitments (Note 18)
Member’s equity:
Member’s capital 5,088 5,088
Retained earnings 3,217 3,049
Total member’s equity $ 8,305 $ 8,137
Total liabilities and member’s equity $ 15,931 $ 15,788
See the Combined Notes to Financial Statements.
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Transcontinental Gas Pipe Line Company, LLC
Statement of Changes in Member’s Equity
Year Ended December 31,
2024 2023 2022
(Millions)
Member’s Capital:
Balance at beginning of year $ 5,088 $ 5,088 $ 4,960
Cash contributions from parent — — 128
Balance at end of year 5,088 5,088 5,088
Retained Earnings:
Balance at beginning of year 3,049 3,022 2,760
Net income 1,313 1,247 1,100
Cash distributions to parent ( 1,145 ) ( 1,220 ) ( 838 )
Balance at end of year 3,217 3,049 3,022
Total Member’s Equity $ 8,305 $ 8,137 $ 8,110
See the Combined Notes to Financial Statements.
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Transcontinental Gas Pipe Line Company, LLC
Statement of Cash Flows
Year Ended December 31,
2024 2023 2022
(Millions)
OPERATING ACTIVITIES:
Net income (loss) $ 1,313 $ 1,247 $ 1,100
Adjustments to reconcile net cash provided (used) by operating activities:
Depreciation and amortization 545 519 513
Allowance for equity funds used during construction (equity AFUDC) ( 71 ) ( 63 ) ( 23 )
Cash provided (used) by changes in current assets and liabilities:
Affiliate receivables ( 14 ) ( 1 ) ( 1 )
Trade and other accounts receivable — 6 ( 20 )
Inventories 2 10 ( 39 )
Regulatory assets 13 37 ( 10 )
Other current assets and deferred charges ( 10 ) 27 ( 17 )
Trade accounts payable ( 4 ) ( 18 ) 21
Affiliate payables — 1 ( 15 )
Other current liabilities ( 63 ) 72 ( 31 )
Other, including changes in noncurrent assets and liabilities ( 15 ) ( 122 ) 38
Net cash provided (used) by operating activities 1,696 1,715 1,516
FINANCING ACTIVITIES:
Proceeds from other financing obligations 2 7 9
Payments on other financing obligations ( 32 ) ( 29 ) ( 26 )
Cash distributions to parent ( 1,145 ) ( 1,220 ) ( 838 )
Cash contributions from parent — — 128
Net cash provided (used) by financing activities ( 1,175 ) ( 1,242 ) ( 727 )
INVESTING ACTIVITIES:
Property, plant, and equipment:
Capital expenditures (1) ( 1,140 ) ( 894 ) ( 603 )
Contributions and advances for construction costs 16 21 1
Dispositions - net ( 110 ) ( 51 ) ( 33 )
Advances to affiliate - net 715 460 ( 143 )
Purchase of asset retirement obligations trust investments ( 23 ) ( 22 ) ( 21 )
Proceeds from sale of asset retirement obligations trust investments 21 13 10
Net cash provided (used) by investing activities ( 521 ) ( 473 ) ( 789 )
Increase (decrease) in cash and cash equivalents — — —
Cash and cash equivalents at beginning of year — — —
Cash and cash equivalents at end of year $ — $ — $ —
____________________________
(1) Increase to property, plant and equipment, exclusive of equity AFUDC $ ( 1,112 ) $ ( 991 ) $ ( 587 )
Changes in related accounts payable and accrued liabilities ( 28 ) 97 ( 16 )
Capital expenditures $ ( 1,140 ) $ ( 894 ) $ ( 603 )
See the Combined Notes to Financial Statements.
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Report of Independent Registered Public Accounting Firm
To the Management Committee and Member of Northwest Pipeline LLC
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Northwest Pipeline LLC (the Company) as of December 31, 2024 and 2023, the related statements of net income, changes in member’s equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account s or disclosure s to which it relates.
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Description of the Matter
Regulatory Assets and Liabilities
As discussed in Note 1 to the financial statements, the Company is an interstate natural gas transmission company that is regulated by the Federal Energy Regulatory Commission (“FERC”) and applies accounting principles in Topic 980 for regulated operations. As such, certain incurred costs that would otherwise be charged to expense are deferred as regulatory assets, based on the expected recovery from customers in future rates. Likewise, certain actual or anticipated credits that would otherwise reduce expense are deferred as regulatory liabilities, based on the expected return to customers in future rates. The Company records items as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refunded in future rates.
Auditing regulatory assets and liabilities is complex as it requires specialized knowledge of rate-regulated activities and judgments about matters that could affect the recording of regulatory assets and liabilities.
How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s accounting for regulatory assets and liabilities, including, among others, controls over the evaluation of filings with regulatory bodies and their effects on existing regulatory assets and liabilities, including factors that may affect the timing or nature of recoverability.
We performed audit procedures that included, among others, reviewing evidence of correspondence with regulatory bodies to test that the Company evaluated information obtained from regulatory rulings. For example, we assessed the recoverability, considering information obtained from regulatory orders, of regulatory assets. In addition, we tested calculations of regulatory assets and liabilities, including that amortization for certain regulatory assets and liabilities corresponded to relevant regulatory filings and/or orders.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1986.
Houston, Texas
February 25, 2025
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Northwest Pipeline LLC
Statement of Net Income
Year Ended December 31,
2024 2023 2022
(Millions)
Revenues:
Natural gas transportation service revenues $ 416 $ 415 $ 430
Natural gas storage service revenues 15 15 13
Other service revenues 13 10 5
Total revenues 444 440 448
Costs and expenses:
Operating and maintenance expenses 95 88 84
Selling, general, and administrative expenses 51 51 52
Depreciation and amortization expenses 111 111 114
Taxes, other than income taxes 14 12 17
Other (income) expense - net ( 18 ) ( 16 ) 22
Total costs and expenses 253 246 289
Operating income (loss) 191 194 159
Interest expense ( 28 ) ( 28 ) ( 31 )
Allowance for equity and borrowed funds used during construction (AFUDC) 10 4 3
Other income (expense) – net 7 10 6
Net income (loss) 180 180 137
See the Combined Notes to Financial Statements.
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Northwest Pipeline LLC
Balance Sheet
December 31,
2024 2023
(Millions)
ASSETS
Current Assets:
Cash and cash equivalents $ — $ —
Trade accounts and other receivables:
Advances to affiliate — 158
Trade 39 39
Affiliates — 1
Other 2 1
Inventories 9 8
Regulatory assets 6 2
Other current assets and deferred charges 6 5
Total current assets 62 214
Property, plant, and equipment – net 2,129 1,949
Regulatory assets 49 36
Deferred charges and other 29 28
Total assets $ 2,269 $ 2,227
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities:
Payables:
Advances from affiliate $ 26 $ —
Trade 48 48
Affiliates 12 13
Regulatory liabilities 20 21
Other current liabilities 34 34
Long-term debt due within one year 85 —
Total current liabilities 225 116
Long-term debt 497 581
Regulatory liabilities 233 252
Asset retirement obligations 144 136
Deferred income and other 7 9
Contingent liabilities and commitments (Note 18)
Member’s Equity:
Member’s capital 1,074 1,074
Retained earnings 89 59
Total member’s equity $ 1,163 $ 1,133
Total liabilities and member’s equity $ 2,269 $ 2,227
See the Combined Notes to Financial Statements.
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Northwest Pipeline LLC
Statement of Changes in Member’s Equity
Year Ended December 31,
2024 2023 2022
(Millions)
Member’s Capital:
Balance at beginning and end of year
$ 1,074 $ 1,074 $ 1,074
Retained Earnings:
Balance at beginning of year 59 34 35
Net income 180 180 137
Cash distributions to parent ( 150 ) ( 155 ) ( 138 )
Balance at end of year 89 59 34
Total Member’s Equity $ 1,163 $ 1,133 $ 1,108
See the Combined Notes to Financial Statements.
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Northwest Pipeline LLC
Statement of Cash Flows
Year Ended December 31,
2024 2023 2022
(Millions)
OPERATING ACTIVITIES:
Net income (loss) $ 180 $ 180 $ 137
Adjustments to reconcile net cash provided (used) by operating activities:
Depreciation and amortization 111 111 114
Allowance for equity funds used during construction (equity AFUDC) ( 8 ) ( 3 ) ( 2 )
Cash provided (used) by changes in current assets and liabilities:
Affiliate receivables 1 — ( 1 )
Trade and other accounts receivable ( 1 ) — ( 1 )
Inventories ( 1 ) 1 —
Other current assets and deferred charges ( 2 ) 1 —
Trade accounts payable ( 3 ) 4 ( 1 )
Affiliate payables ( 1 ) 1 ( 1 )
Regulatory liabilities 1 ( 126 ) 145
Other current liabilities ( 3 ) 3 1
Other, including changes in noncurrent assets and liabilities:
Regulatory assets ( 15 ) ( 29 ) —
Regulatory liabilities ( 27 ) ( 20 ) ( 120 )
Other, net 7 6 ( 3 )
Net cash provided (used) by operating activities 239 129 268
FINANCING ACTIVITIES:
Cash distributions to parent ( 150 ) ( 155 ) ( 138 )
Advances from affiliate, net 26 — —
Net cash provided (used) by financing activities ( 124 ) ( 155 ) ( 138 )
INVESTING ACTIVITIES:
Property, plant, and equipment:
Capital expenditures (1) ( 266 ) ( 125 ) ( 107 )
Contributions and advances for construction costs 5 6 11
Dispositions - net ( 12 ) ( 8 ) ( 5 )
Advances to affiliate - net 158 153 ( 29 )
Net cash provided (used) by investing activities ( 115 ) 26 ( 130 )
Increase (decrease) in cash and cash equivalents — — —
Cash and cash equivalents at beginning of year — — —
Cash and cash equivalents at end of year $ — $ — $ —
____________________________________
(1) Increases to property, plant and equipment, exclusive of equity AFUDC $ ( 266 ) $ ( 140 ) $ ( 109 )
Changes in related accounts payable and accrued liabilities — 15 2
Capital expenditures $ ( 266 ) $ ( 125 ) $ ( 107 )
See the Combined Notes to Financial Statements.
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Index of Combined Notes to Financial Statements
The Combined Notes to Financial Statements include information for multiple registrants, specifically The Williams Companies, Inc. (Williams), as well as Transcontinental Gas Pipe Line Company, LLC (Transco) and Northwest Pipeline LLC (NWP), both of which are wholly owned subsidiaries of Williams (collectively, the Registrants). The following list indicates the Registrants to which each of the combined notes apply. Specific disclosures within each combined note may apply to all Registrants unless indicated otherwise.
Note
Registrant
Page
Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
Williams, Transco, NWP
113
Note 2 – Variable Interest Entities
Williams
129
Note 3 – Acquisitions and Divestitures
Williams
130
Note 4 – Related Party Transactions
Williams, Transco, NWP 138
Note 5 – Revenue Recognition
Williams, Transco, NWP 142
Note 6 – Provision (Benefit) for Income Taxes
Williams 146
Note 7 – Employee Benefit Plans
Williams 149
Note 8 – Investing Activities
Williams 154
Note 9 – Property, Plant, and Equipment
Williams, Transco, NWP 157
N ote 10 – R egulatory Assets and Lia bilities
Williams, Transco, NWP 159
Note 1 1 – Goodwill and Other Intangible Assets
Williams 164
Note 12 – Other Current Liabilities
Williams, Transco, NWP 166
Note 1 3 – Debt and Banking Arrangements
Williams, Transco, NWP 167
Note 1 4 – Leases
Williams, Transco, NWP 172
Note 1 5 – Equity-Based Compensation
Williams 174
Note 1 6 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk
Williams, Transco, NWP 176
Note 1 7 – Commodity Derivatives
Williams 180
Note 1 8 – Contingencies and Commitments
Williams, Transco, NWP 182
Note 1 9 – Segment Disclosures
Williams, Transco, NWP 185
Note 20 – Subsequent Events
Williams 191
Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
General
This report includes information for multiple registrants, specifically The Williams Companies, Inc. (Williams), as well as Transcontinental Gas Pipe Line Company, LLC (Transco) and Northwest Pipeline LLC (NWP) both of which are wholly owned subsidiaries of Williams (collectively, the Registrants). References to subsidiaries by name, including equity-method investees, Transco, and NWP, refer exclusively to those businesses and operations.
Description of Business
Williams
Williams is a Delaware corporation whose common stock is listed and traded on the New York Stock Exchange. Its operations are located in the United States and are presented within the following reportable segments:
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Notes (Continued)
Transmission & Gulf of America, Northeast G&P, West, and Gas & NGL Marketing Services, consistent with the manner in which Williams’ Chief Executive Officer, the chief operating decision maker, evaluates performance and allocates resources. All remaining business activities, including upstream operations, certain new energy ventures, and corporate activities, are included in Other.
Transmission & Gulf of America is comprised of the Transco, NWP, and MountainWest Pipelines Holding Company (MountainWest) interstate natural gas pipelines and their related natural gas storage facilities, as well as the natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including Discovery Producer Services LLC (Discovery), a former 60 percent equity-method investment in which Williams acquired the remaining ownership interest in August 2024 (see Note 3 – Acquisitions and Divestitures), a 51 percent interest in Gulfstar One LLC (Gulfstar One) (a consolidated variable interest entity, or VIE), and a 50 percent equity-method investment in Gulfstream Natural Gas System, L.L.C. (Gulfstream). Transmission & Gulf of America also includes natural gas storage facilities and pipelines providing services in north Texas, and also in Louisiana and Mississippi related to the January 2024 Gulf Coast Storage Acquisition (see Note 3 – Acquisitions and Divestitures).
Northeast G&P is comprised of Williams’ 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 Ohio Valley Midstream LLC (Northeast JV) (a consolidated VIE) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal Gas Services, L.L.C. (Cardinal) (a consolidated VIE) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain Midstream, LLC (Laurel Mountain), a 50 percent equity-method investment in Blue Racer Midstream LLC (Blue Racer), and Appalachia Midstream Services, LLC, 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 (Appalachia Midstream Investments).
West is comprised of Williams’ 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 east Texas and northwest Louisiana, the Mid-Continent region which includes the Anadarko and Permian basins, and the Denver-Julesberg Basin (DJ Basin) of Colorado which includes Rocky Mountain Midstream Holdings LLC (RMM), a former 50 percent equity-method investment that Williams acquired the remaining ownership interest in November 2023 (see Note 3 – Acquisitions and Divestitures ) . This segment also includes Williams’ natural gas liquid (NGL) storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, and a 50 percent equity-method investment in Overland Pass Pipeline Company LLC (OPPL).
Gas & NGL Marketing Services is comprised of Williams’ NGL and natural gas marketing and trading operations, which includes risk management and transactions related to the storage and transportation of natural gas and NGLs on strategically positioned assets.
Transco
Transco is an interstate natural gas transmission company that owns and operates a natural gas pipeline system extending from Texas, Louisiana, Mississippi and the Gulf of America through Alabama, Georgia, South Carolina, North Carolina, Virginia, Maryland, Delaware, Pennsylvania, and New Jersey to the New York City metropolitan area. The system serves customers in Texas and the 12 southeast and Atlantic seaboard states mentioned above, including major metropolitan areas in Georgia, Washington D.C., Maryland, North Carolina, New York, New Jersey, and Pennsylvania. Transco is a single-member limited liability company, and as such, single-member losses are limited to the amount of its investment.
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Notes (Continued)
NWP
NWP owns and operates an interstate pipeline system for the mainline transmission of natural gas. This system extends from the San Juan Basin in northwestern New Mexico and southwestern Colorado through Colorado, Utah, Wyoming, Idaho, Oregon, and Washington to a point on the Canadian border near Sumas, Washington. NWP is a single-member limited liability company, and as such, single-member losses are limited to the amount of its investment.
Basis of Presentation
Discontinued Operations
During 2023, Williams recorded pre-tax charges of $ 125 million to Income (loss) from discontinued operations in the Consolidated Statement of Income related to litigation associated with its former Alaska refinery. Payments were made in January 2024 and the claims against Williams are now resolved. Except for this item and unless indicated otherwise, the information in the Combined Notes to Financial Statements relates to continuing operations.
Net gain from Energy Transfer Litigation Judgment
In November 2023, Williams received a $ 627 million payment from Energy Transfer Equity, L.P. (Energy Transfer) for the final order and judgment in connection to a lawsuit for breach of the Agreement and Plan of Merger with Energy Transfer. On the same day, Williams paid attorney fees which had been incurred on a contingent fee basis. This resulted in a net gain of $ 534 million reported as Net gain from Energy Transfer litigation judgment in the Consolidated Statement of Income for the year ended December 31, 2023.
Reclassifications
Certain prior-year amounts for Transco and NWP have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on Transco’s or NWP’s net income (loss), working capital, cash flows or total member’s equity previously reported.
Summary of Significant Accounting Policies
Principles of Consolidation
Williams’ consolidated financial statements include the accounts of all entities that Williams controls and its proportionate interest in the accounts of certain ventures in which it owns an undivided interest. Management’s judgment is required to evaluate whether it controls an entity. Key areas of that evaluation include:
• Determining whether an entity is a VIE (see Note 2 – Variable Interest Entities);
• Determining whether Williams is the primary beneficiary of a VIE, including evaluating which activities of a VIE most significantly impact its economic performance and the degree of power that Williams and its related parties have over those activities through its variable interests;
• Identifying events that require reconsideration of whether an entity is a VIE and continuously evaluating whether Williams is a VIE’s primary beneficiary;
• Evaluating whether other owners in entities that are not VIEs are able to effectively participate in significant decisions that would be expected to be made in the ordinary course of business such that Williams does not have the power to control such entities.
Williams applies the equity method of accounting to investments over which it exercises significant influence but does not control. Distributions received from equity-method investees are presented in the Consolidated Statement of Cash Flows according to the nature of the distributions approach, which classifies distributions
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Notes (Continued)
received from equity-method investees as either returns on investment (cash inflows from operating activities) or returns of investment (cash inflows from investing activities) based on the nature of the activities of the equity-method investee that generated the distribution.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying combined notes. Actual results could differ from those estimates.
Significant estimates and assumptions may include:
• Impairment assessments of investments, property, plant, and equipment, and intangible assets;
• Litigation-related contingencies;
• Environmental remediation obligations;
• Depreciation and amortization of long-lived assets, which are comprised of property, plant, and equipment, and intangible assets;
• Depreciation and/or amortization of equity-method investment basis differences;
• Asset retirement obligations (AROs);
• Measurement of fair value of commodity derivatives;
• Pension and postretirement valuation variables;
• Measurement of regulatory assets and liabilities;
• Measurement of deferred income tax assets and liabilities, including assumptions related to the realization of deferred income tax assets;
• Revenue recognition, including estimates utilized in recognition of deferred revenue;
• Purchase price accounting.
These estimates are discussed further throughout these combined notes.
Regulatory Accounting
Transco, NWP, and MountainWest are regulated by the Federal Energy Regulatory Commission (FERC), and these regulated entities’ rates may also be negotiated with customers pursuant to the terms of tariffs and FERC policy. Therefore, management has determined that it is appropriate under Accounting Standards Codification (ASC) Topic 980, “Regulated Operations,” (ASC 980) that certain costs that would otherwise be charged to expense should be deferred as regulatory assets, based on the expected recovery from customers in future rates. Likewise, certain actual or anticipated credits that would otherwise reduce expense should be deferred as regulatory liabilities, based on the expected return to customers in future rates. Management’s expected recovery of deferred costs and return of deferred credits generally results from specific decisions by regulators granting such ratemaking treatment. Certain incurred costs and obligations are recorded as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refunded in future rates. Accounting for these operations that are regulated can differ from the accounting requirements for nonregulated operations. For example, for regulated operations, allowance for funds used during construction (AFUDC) represents the estimated cost of debt and equity funds applicable to utility plant in the process of construction and is capitalized as a cost of property, plant, and equipment because it constitutes an
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Notes (Continued)
actual cost of construction under established regulatory practices; nonregulated operations are only allowed to capitalize the cost of debt funds related to construction activities, while a component for equity is prohibited. Management has determined that for its regulated entities, it is appropriate to apply the accounting prescribed by ASC 980 and, accordingly, the accompanying financial statements include the effects of the types of transactions described above that result from regulatory accounting requirements (see Note 10 – Regulatory Assets and Liabilities).
The FERC has prescribed a formula to be used in computing separate allowances for borrowed and equity AFUDC. These allowances are recorded as follows:
Transco
Year Ended December 31,
2024 2023 2022
(Millions)
Allowance for borrowed funds used during construction $ 17 $ 14 $ 5
Allowance for equity funds used during construction
71 63 23
Allowance for equity and borrowed funds used during construction (AFUDC)
$ 88 $ 77 $ 28
NWP
Year Ended December 31,
2024 2023 2022
(Millions)
Allowance for borrowed funds used during construction $ 2 $ 1 $ 1
Allowance for equity funds used during construction
8 3 2
Allowance for equity and borrowed funds used during construction (AFUDC)
$ 10 $ 4 $ 3
Revenue Recognition
Customers in Williams’ gas pipeline businesses, including Transco and NWP, are comprised of public utilities, municipalities, gas marketers and producers, intrastate pipelines, direct industrial users, and electrical power generators. Customers in Williams’ midstream businesses are comprised of oil and natural gas producer counterparties. Customers for Williams’ product sales are comprised of public utilities, gas marketers, and direct industrial users.
Service revenue contracts from Williams’ gas pipeline and midstream businesses, including Transco and NWP, contain a series of distinct services, with the majority of the contracts having a single performance obligation that is satisfied over time as the customer simultaneously receives and consumes the benefits provided. Most of the product sales contracts have a single performance obligation with revenue recognized at a point in time when the products have been sold and delivered to the customer.
Certain customers reimburse Williams for costs it incurs associated with construction of property, plant, and equipment utilized in its operations. For Williams’ rate-regulated gas pipeline businesses, including Transco and NWP, that apply ASC 980, Williams follows FERC guidelines with respect to reimbursement of construction costs. FERC tariffs only allow for cost reimbursement and are non-negotiable in nature; thus, in management’s judgment, the construction activities do not represent an ongoing major and central operation of the gas pipeline businesses and are not within the scope of ASC Topic 606, “Revenue from Contracts with Customers”. Accordingly, cost reimbursements are treated as a reduction to the cost of the constructed asset. For the midstream businesses, reimbursement and service contracts with customers are viewed together as providing the same commercial objective, as Williams has the ability to negotiate the mix of consideration between reimbursements and amounts
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Notes (Continued)
billed over time. Accordingly, Williams generally recognizes reimbursements of construction costs from customers on a gross basis as a contract liability separate from the associated costs included within property, plant, and equipment. The contract liability is recognized into service revenues as the underlying performance obligations are satisfied.
Service Revenues
Gas pipeline businesses
Revenues from the regulated interstate natural gas pipeline businesses, including Transco and NWP, which are subject to regulation by certain state and federal authorities, including the FERC, include both firm and interruptible transportation and storage contracts. Firm transportation and storage agreements provide for a daily or monthly reservation charge based on the pipeline or storage capacity reserved, and a commodity charge based on the volume of natural gas delivered/stored, each at rates specified in the FERC tariffs or based on negotiated contractual rates, with contract terms that are generally long-term in nature. Most of the long-term contracts contain an evergreen provision, which allows the contracts to be extended for periods primarily up to one year in length an indefinite number of times following the specified contract term and until terminated generally by either party. Interruptible transportation and storage agreements provide for a volumetric charge based on actual commodity transportation or storage utilized in the period in which those services are provided, and the contracts are generally limited to one-month periods or less. The related performance obligations include the following:
• Firm transportation or storage under firm transportation and storage contracts—an integrated package of services typically constituting a single performance obligation, which includes standing ready to provide such services and receiving, transporting or storing (as applicable), and redelivering commodities;
• Interruptible transportation or storage under interruptible transportation and storage contracts—an integrated package of services typically constituting a single performance obligation once scheduled, which includes receiving, transporting or storing (as applicable), and redelivering commodities.
In situations where, in management’s judgment, it considers the integrated package of services as a single performance obligation, which represents a majority of its interstate natural gas pipeline contracts with customers, management does not consider there to be multiple performance obligations because the nature of the overall promise in the contract is to stand ready (with regard to firm transportation and storage contracts), receive, transport or store, and redeliver natural gas to the customer; therefore, revenue is recognized over time upon satisfaction of the daily stand ready performance obligation.
Revenues are recognized for reservation charges over the performance obligation period, which is the contract term, regardless of the volume of natural gas that is transported or stored. Revenues for commodity charges from both firm and interruptible transportation services and storage services are recognized when natural gas is delivered at the agreed upon delivery point or when natural gas is injected or withdrawn from the storage facility because they specifically relate to efforts to provide these distinct services. Generally, reservation charges and commodity charges in the interstate natural gas pipeline businesses are recognized as revenue in the same period they are invoiced to its customers. As a result of the ratemaking process, certain amounts collected may be subject to refund upon the issuance of final orders by the FERC in pending rate proceedings. Management uses judgment to record estimates of rate refund liabilities considering its and other third-party regulatory proceedings, advice of counsel, and other risks. As of December 31, 2024 and 2023, there were no such rate refund liabilities for Transco and NWP.
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Notes (Continued)
Midstream businesses
Revenues from the nonregulated gathering, processing, transportation, and storage midstream businesses include contracts for natural gas gathering, processing, treating, compression, transportation, and other related services with contract terms that are generally long-term in nature and may extend up to the production life of the associated reservoir. Additionally, the midstream businesses generate revenues from fees charged for storing customers’ natural gas and NGLs, generally under prepaid contracted storage capacity contracts. In situations where, in management’s judgment, it provides an integrated package of services combined into a single performance obligation, which represents a majority of this class of contracts with customers, Williams does not consider there to be multiple performance obligations because the nature of the overall promise in the contract is to provide gathering, processing, transportation, storage, and related services resulting in the delivery, or redelivery in the context of storage services, of pipeline-quality natural gas and NGLs to the customer. As such, revenue is recognized at the daily completion of the integrated package of services as the integrated package represents a single performance obligation. Additionally, certain contracts in the midstream businesses contain fixed or upfront payment terms that result in the deferral of revenues until such services have been performed or such capacity has been made available.
Williams also earns revenues from offshore crude oil and natural gas gathering and transportation and offshore production handling. These services represent an integrated package of services and are considered a single distinct performance obligation for which Williams recognizes revenues as the services are provided to the customer.
Williams generally earns a contractually stated fee per unit for the volume of product transported, gathered, processed, or stored. The rate is generally fixed; however, certain contracts contain variable rates that are subject to change based on commodity prices, levels of throughput, or an annual adjustment based on a formulaic cost-of-service calculation. In addition, Williams has contracts with contractually stated fees that decline over the contract term, such as declines based on the passage of time periods or achievement of cumulative throughput amounts. The excess of consideration received over revenue recognized results in the deferral of those amounts until future periods based on a units of production or straight-line methodology as these methods appropriately match the consumption of services provided to the customer. The units of production methodology requires the use of production estimates that are uncertain and the use of judgment when developing estimates of future production volumes, thus impacting the rate of revenue recognition. Production estimates are monitored as circumstances and events warrant. Certain of Williams’ gas gathering and processing agreements have minimum volume commitments (MVC). If a customer under such an agreement fails to meet its MVC for a specified period (thus not exercising all the contractual rights to gathering and processing services within the specified period, herein referred to as “breakage”), it is obligated to pay a contractually determined fee based upon the shortfall between the actual gathered or processed volumes and the MVC for the period contained in the contract. When Williams concludes, based on management’s judgment, it is probable that the customer will not exercise all or a portion of its remaining rights, Williams recognizes revenue associated with such breakage amount in proportion to the pattern of exercised rights within the respective MVC period.
Under keep-whole and percent-of-liquids processing contracts, Williams receives commodity consideration in the form of NGLs and takes title to the NGLs at the tailgate of the plant. Williams recognizes such commodity consideration as service revenue based on the market value of the NGLs retained at the time the processing is provided. The current market value, as opposed to the market value at the contract inception date, is used due to a combination of factors, including the fact that the volume, mix, and market price of NGL consideration to be received is unknown at the time of contract execution and is not specified in Williams’ contracts with customers. Additionally, product sales revenue (discussed below) is recognized upon the sale of the NGLs to a third party based on the sales price at the time of sale. As a result, revenue is recognized in the Consolidated Statement of Income both at the time the processing service is provided in Service revenues – commodity consideration and at the time the NGLs retained as part of the processing service are sold in Product
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Notes (Continued)
sales . The recognition of revenue related to commodity consideration has the impact of increasing the book value of NGL inventory, resulting in higher cost of goods sold at the time of sale.
Product Sales
In the course of providing transportation services to customers of the gas pipeline businesses, including Transco, and gathering and processing services to customers of the midstream businesses, different quantities of natural gas may be received from customers than the quantities delivered on behalf of those customers. The resulting imbalances are primarily settled monthly through the purchase or sale of natural gas with each customer under terms provided for in FERC tariffs or gathering and processing agreements, respectively. Revenue is recognized for Transco from the sale of natural gas upon settlement of imbalances (see Gas Imbalances below).
In certain instances, Williams purchases NGLs, crude oil, and natural gas from its oil and natural gas producer customers which Williams remarkets. In addition, Williams retains NGLs as consideration in certain processing arrangements, as discussed above in the Service Revenues - Midstream businesses section. Williams also markets natural gas and NGLs from the production at its upstream properties. Williams recognizes revenue from the sale of these commodities when the products have been sold and delivered. Williams’ product sales contracts are primarily short-term contracts based on prevailing market rates at the time of the transaction.
Williams purchases natural gas for storage when the current market price paid to buy and transport natural gas plus the cost to store and finance the natural gas is less than an estimated, forward market price that can be received in the future, resulting in positive net product sales. Commodity-based exchange-traded futures contracts and over-the-counter (OTC) contracts are used to sell natural gas at that future price to substantially protect the natural gas revenues that will ultimately be realized when the stored natural gas is sold. Additionally, Williams enters into transactions to secure transportation capacity between delivery points in order to serve its customers and various markets.
The physical purchase, transportation, storage, and sale of natural gas associated with these natural gas purchases are accounted for on a weighted-average cost or accrual basis, as appropriate, unlike the fair value basis utilized for the commodity derivatives used to mitigate the natural gas price risk associated with the storage and transportation portfolio. Monthly demand charges are incurred for contracted storage and transportation capacity and payments associated with asset management agreements and these demand charges and payments are recognized in the Consolidated Statement of Income in the period they are incurred.
As Williams is acting as an agent for its natural gas marketing customers and engages in energy trading activities, its natural gas marketing revenues are presented net of the related costs of those activities.
Contract Assets
Williams
Contract assets in the Consolidated Balance Sheet primarily consist of revenue recognized under contracts containing MVC features whereby management has concluded it is probable there will be a short-fall payment at the end of the current MVC period, which typically follows the calendar year, and that a significant reversal of revenue recognized currently for the future MVC payment will not occur. As a result, Williams’ contract assets related to its future MVC payments are generally expected to be collected within the next 12 months and are included within Other current assets and deferred charges in the Consolidated Balance Sheet until such time as the MVC short-fall payments are invoiced to the customer.
Transco and NWP
Transco’s contract assets primarily result from the modification of an existing contract resulting in increased rates. NWP’s contract assets consist of discounts provided to customers in the beginning of the contract term that are recognized on a straight-line basis over the entire contract term resulting in revenue
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recognition occurring prior to actual billings. Current and noncurrent contract assets are included within Other current assets and deferred charges and Deferred charges and other, respectively, in the Balance Sheets.
Contract Liabilities
Williams
Contract liabilities in the Consolidated Balance Sheet consist of advance payments primarily from midstream business customers which include construction reimbursements, prepayments, and other billings and transactions for which future services are to be provided under the contract. These amounts are deferred until recognized in revenue when the associated performance obligation has been satisfied, which is primarily based on a units of production methodology over the remaining contractual service periods, and are classified as current or noncurrent according to when such amounts are expected to be recognized. Current and noncurrent contract liabilities are included within Other current liabilities and Regulatory liabilities, deferred income, and other , respectively, in the Consolidated Balance Sheet.
Contracts requiring advance payments and the recognition of contract liabilities are evaluated to determine whether the advance payments provide Williams with a significant financing benefit. This determination is based on the combined effect of the expected length of time between when Williams transfers the promised good or service to the customer, when the customer pays for those goods or services, and the prevailing interest rates. Williams has assessed its contracts for significant financing components and determined, in management’s judgment, that one group of contracts entered into in contemplation of one another for certain capital reimbursements contains a significant financing component. As a result, Williams recognizes noncash interest expense based on the effective interest method and revenue (noncash) is recognized when the underlying asset is placed into service utilizing a units of production or straight-line methodology over the life of the corresponding customer contract.
Transco and NWP
Transco’s contract liabilities consist of advance payments from customers, which include prepayments, and other billings for which future services are to be provided under the contract, and NWP’s contract liabilities consist of a fixed rate facility charge billed to customers with a declining rate structure in its tariffs. Transco assessed its contracts and determined none contain a significant financing component. These liabilities are classified as current or noncurrent according to when such amounts are expected to be recognized. Current and noncurrent contract liabilities are included within Other current liabilities and Deferred charges and other, respectively, in the Balance Sheets .
Commodity Derivative Instruments and Hedging Activities
Williams is exposed to commodity price risk and utilizes derivatives to manage a portion of its commodity price risk. These instruments consist primarily of swaps, futures, and forward contracts involving short- and long-term purchases and sales of energy commodities. Williams purchases natural gas for storage when the current market price paid to buy and transport natural gas plus the cost to store and finance the natural gas is less than an estimated, forward market price that can be received in the future. Additionally, Williams enters into transactions to secure transportation capacity between delivery points in order to serve its customers and various markets. Commodity-based exchange-traded futures contracts and OTC contracts are used to capture the price differential or spread between the locations served by the capacity in order to substantially protect the natural gas revenues that will ultimately be realized when the physical flow of natural gas between receipt and delivery points occurs. Some commodity derivative contracts require physical delivery as opposed to financial settlement, and this type of derivative is both common and prevalent within the natural gas marketing operations. These contracts generally meet the definition of derivatives and are typically not designated as hedges for accounting purposes. When a commodity derivative contract is settled physically, any cumulative unrealized gain or loss is reversed, and the contract price is recognized in the respective line item in the Consolidated Statement of Income representing the
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actual price of the underlying goods being delivered. As of December 31, 2024 and 2023, Williams is not applying hedge accounting to any commodity derivative instruments.
Unrealized gains and losses from physically settled commodity derivative contracts for commodity sales transactions are recognized in Net gain (loss) from commodity derivatives in the Consolidated Statement of Income. Realized and unrealized gains and losses from non-designated commodity derivative contracts for commodity sales transactions that are financially settled are reported in Net gain (loss) from commodity derivatives in the Consolidated Statement of Income. Net gains and losses from derivatives for shrink gas purchases for processing plants are reported in Net processing commodity expenses in the Consolidated Statement of Income.
Williams experiences 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 as well as upstream related production. However, the unrealized fair value measurement gains and losses are generally offset by valuation changes in the economic value of the underlying production or transportation and storage contracts, which is not recognized until the underlying transaction occurs. (See Note 17 – Commodity Derivatives.)
Williams reports the fair value of derivatives, except those for which the normal purchases and normal sales exception has been elected, in Derivative assets; Regulatory assets, deferred charges, and other; Derivative liabilities ; or Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet. These amounts are presented on a net basis and reflect the netting of asset and liability positions permitted under the terms of master netting arrangements and cash held on deposit in margin accounts that Williams has received or remitted to collateralize certain derivative positions. Williams determines the current and noncurrent classification based on the timing of expected future cash flows of individual trades.
The accounting for the changes in fair value of a commodity derivative can be summarized as follows:
Derivative Treatment Accounting Method
Normal purchases and normal sales exception Accrual accounting
All other derivatives Mark-to-market accounting
Williams may elect the normal purchases and normal sales exception for certain short- and long-term purchases and sales of physical energy commodities. Under accrual accounting, any change in the fair value of these derivatives is not reflected in the Consolidated Balance Sheet after the initial election of the exception.
Interest Capitalized
For its non-regulated companies, Williams capitalizes interest on its debt using the weighted-average interest rate on debt excluding debt issued by Transco, NWP, and MountainWest. This is included in Interest expense in Williams’ Consolidated Statement of Income.
For Williams’ regulated interstate natural gas pipelines, including Transco, NWP, and MountainWest, interest is capitalized from its borrowed funds and from internally generated funds (equity AFUDC) (see Regulatory Accounting). The former is included in Interest expense and the latter is included in Other income (expense) – net below Operating income (loss) in Williams’ Consolidated Statement of Income and Allowance for equity and borrowed funds used during construction (AFUDC) in Transco and NWP’s Statement of Net Income (see Note 9 – Property, Plant, and Equipment).
Income Taxes
Williams includes the operations of its domestic corporate subsidiaries and income from its subsidiary partnershi ps, as well as income from Transco and NWP which are treated as pass-through entities for state and local income tax purposes, in its consolidated fed e ral income tax return and also files tax return s in various foreign and state jurisdictions as required . Deferred income taxes are computed using the liability method and are provided on
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all temporary differences between the financial basis and the tax basis of its assets and liabilities. Management’s judgment and income tax assumptions are used to determine the levels, if any, of v aluation allowances associated with deferred tax assets.
Earnings (Loss) Per Common Share
Williams’ Basic earnings (loss) per common share in the Consolidated Statement of Income is based on the sum of the weighted-average number of common shares outstanding and vested restricted stock units. Diluted earnings (loss) per common share in the Consolidated Statement of Income primarily includes any dilutive effect of nonvested restricted stock units and stock options. Diluted earnings (loss) per common share may also include any dilutive effect of Williams’ preferred stock. Diluted earnings (loss) per common share is calculated using the treasury-stock method.
Cash and Cash Equivalents
Cash and cash equivalents in the Consolidated Balance Sheet consist of highly liquid investments with original maturities of three months or less when acquired.
Accounts Receivable
Accounts receivable are carried on a gross basis, with no discounting, less an allowance for doubtful accounts. Management estimates the allowance for doubtful accounts, considering current expected credit losses using a forward-looking “expected loss” model, the financial condition of its customers, and the age of past due accounts. The majority of trade receivable balances are due within 30 days. Management monitors the credit quality of its counterparties through review of collection trends, credit ratings, and other analyses, such as bankruptcy monitoring. Williams’ financial assets from its natural gas transmission business, natural gas storage business, gathering, processing and transportation business, marketing business, and upstream operations, as applicable, are segregated into separate pools for evaluation due to different counterparty risks inherent in each business, with Transco’s and NWP’s financial assets each evaluated as one pool. Changes in counterparty risk factors could lead to reassessment of the composition of financial assets as one pool, separate pools, or the need for additional pools. Management calculates its allowance for credit losses incorporating an aging method. In estimating its expected credit losses, management utilizes historical loss rates over many years, which for Williams includes periods of both high and low commodity prices. Transco’s and NWP’s expected credit loss estimates considered both internal and external forward-looking commodity price expectations, as well as counterparty credit ratings, and factors impacting near-term liquidity.
Commodity prices could have a significant impact on a portion of Williams’ gathering and processing and upstream counterparties’ financial health and ability to satisfy current obligations. Williams’ expected credit loss estimate considers both internal and external forward-looking commodity price expectations, as well as counterparty credit ratings, and factors impacting near-term liquidity. In addition, Williams’ expected credit loss estimate considers potential contractual, physical, and commercial protections and outcomes in the case of a counterparty bankruptcy. The physical location and nature of Williams’ services help to mitigate collectability concerns of its gathering and processing producer customers. Williams’ gathering lines in many cases are physically connected to the customers’ wellheads and pads, and there may not be alternative gathering lines nearby. The construction of gathering systems is capital intensive and it would be costly for others to replicate, especially considering the depletion to date of the associated reserves. As a result, Williams plays a critical role in getting customers’ production from the wellhead to a marketable condition and location. This tends to reduce collectability risk as Williams’ services enable producers to generate operating cash flows. Commodity price movements generally do not impact the majority of Williams’ natural gas transmission businesses customers’ financial condition.
Williams also provides marketing and risk management services to retail and wholesale gas marketers, utility companies, upstream producers, and industrial customers. These counterparties utilize netting agreements that enable Williams to net receivables and payables by counterparty upon settlement. Williams also nets across product lines and against cash collateral received to collateralize receivable positions, provided the netting and cash
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collateral agreements include such provisions. While the amounts due from, or owed to, Williams’ counterparties are settled net, these amounts are recorded on a gross basis in the Consolidated Balance Sheet as accounts receivable and accounts payable.
Extended payment terms are not offered and payments are typically received within one month. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for doubtful accounts only after all collection attempts have been exhausted. Neither Williams, Transco, nor NWP have a material amount of significantly aged receivables at December 31, 2024 or 2023.
Gas Imbalances
Transco
Transco transports gas on various pipeline systems which may deliver different quantities of gas on behalf of Transco than the quantities of gas received from Transco. These transactions result in gas transportation and exchange imbalance receivables and payables which are recovered or repaid in cash or through the receipt or delivery of gas in the future and are recorded in the accompanying Balance Sheet. Revenues received from the cash-out of transportation imbalances in excess of costs incurred are deferred and offset by the deferral of costs incurred in excess of revenues received. At the end of each annual August through July reporting period, if the cumulative revenues received exceed the costs incurred, the over recovered amounts are applied to any prior under recovery balance or refunded. If the cumulative revenues received are less than the costs incurred, the net under recovered amounts are carried forward and offset against any future net over recoveries that may occur in a subsequent annual reporting period. These deferred recoveries are recognized as Regulatory assets in Transco’s Balance Sheet (see Note 10 – Regulatory Assets and Liabilities).
The settlement of imbalances requires agreement between the pipelines and shippers as to allocations of volumes to specific transportation contracts and timing of delivery of gas based on operational conditions. These imbalances are classified as Other current assets and deferred charges and Other current liabilities in Transco’s Balance Sheet (see Note 10 – Regulatory Assets and Liabilities). Transco utilizes the average cost method of accounting for gas imbalances.
NWP
In the course of providing transportation services to customers, NWP may receive different quantities of natural gas from customers than the quantities delivered on behalf of those customers or consumed in fuel to operate NWP’s system. The resulting customer imbalances are typically settled through the receipt or delivery of gas in the future based on the timelines outlined in NWP’s tariff, whereas the over/under recovery of fuel is cleared up through NWP’s semi-annual fuel tracker. Customer imbalances to be repaid or recovered in-kind are recorded as Other current assets and deferred charges or Other current liabilities in NWP’s Balance Sheet. The under recovery of fuel is recorded as Regulatory assets and the over recovery is recorded in Regulatory liabilities in NWP’s Balance Sheet (see Note 10 – Regulatory Assets and Liabilities). These imbalances are valued at published spot rates.
Inventories
Inventories in Williams’ Consolidated Balance Sheet primarily consist of NGLs, materials and supplies, and natural gas in underground storage and are primarily stated at the lower of cost or net realizable value. The cost of inventories are primarily determined using the average cost method. Inventories in Transco’s and NWP’s Balance Sheets primarily consist of materials and supplies and natural gas in underground storage.
Transco and NWP Environmental Matters
Transco and NWP are subject to federal, state, and local environmental laws and regulations. Environmental expenditures are expensed or capitalized depending on the economic benefit and potential for rate recovery. These
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entities believe that expenditures required to meet applicable environmental laws and regulations are prudently incurred in the ordinary course of business and such expenditures would be permitted to be recovered through rates with limited exceptions.
In accordance with the Climate Commitment Act of the state of Washington, which established a market-based cap-and-invest program, NWP is required to obtain emission allowances for the carbon emissions from nine of NWP’s thirteen compressor stations within the state of Washington whose annual carbon emissions exceed 25,000 metric tons of carbon dioxide equivalent at least once since 2015. NWP records the purchased emission allowances at cost and the associated accumulated interest to a regulatory asset. The difference between the allowances held and the allowances required based on actual emissions for the period are measured using an estimate based on NWP’s most recent cost of allowances and accrued to a current liability and to a regulatory asset. NWP’s Petition for Approval of Pre-Filing Stipulation and Settlement Agreement (Settlement) in Docket No. RP22-1155, which FERC approved in 2022, allows NWP to recover the costs of purchasing allowances under the program in its next rate case (see Note 18 – Contingencies and Commitments).
Property, Plant, and Equipment
Property, plant, and equipment is initially recorded at cost. The carrying value of these assets is based on estimates, assumptions, and judgments relative to capitalized costs, useful lives, and salvage values. For the Transco, NWP, and MountainWest interstate natural gas pipelines, these estimates, assumptions and judgments reflect FERC regulations, as well as historical experience and expectations regarding future industry conditions and operations. The FERC identifies installation, construction and replacement costs that are to be capitalized. All other costs are expensed as incurred.
As regulated entities, Transco, NWP and MountainWest provide for depreciation primarily under the composite (group) method using straight-line FERC-prescribed rates. Under this method, assets with similar lives and characteristics are grouped and depreciated as one asset. These regulated entities’ depreciation rates are subject to change each time these regulated entities file a general rate case with the FERC. Included in Transco’s and NWP’s depreciation rates is a negative salvage component (net cost of removal) that Transco and NWP currently collect in rates that is recorded as a regulatory liability in the Balance Sheets (see Note 10 – Regulatory Assets and Liabilities).
Depreciation for Williams’ nonregulated entities is provided primarily on the straight-line method over estimated useful lives.
Williams follows the successful efforts method of accounting for its upstream properties. Its oil and gas producing property costs are depreciated using the units of production method.
Gains or losses from the ordinary sale or retirement of property, plant, and equipment for the Transco, NWP, and MountainWest interstate natural gas pipelines are credited or charged to accumulated depreciation; certain other gains or losses are recorded in Other (income) expense – net included in Operating income (loss) in the statements of income. Gains or losses from the ordinary sale or retirement of property, plant, and equipment for Williams’ nonregulated assets are primarily recorded in Other (income) expense – net included in Operating income (loss) in the Consolidated Statement of Income.
Ordinary maintenance and repair costs are generally expensed as incurred. Costs of major renewals and replacements are capitalized as property, plant, and equipment.
Williams records a liability and increases the basis in the underlying asset for the present value of each expected future ARO at the time the liability is initially incurred, typically when the asset is acquired or constructed. For Williams’ upstream properties, the ARO is recorded based on Williams’ working interest in the underlying properties. As regulated entities, Transco’s and NWP’s depreciation expense and accretion expense are offset and recorded as a regulatory asset as the regulated entities expect to recover these accretion expenses in future rates and measure changes in the liability due to passage of time by applying an interest rate to the liability balance. This step
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is recognized as an increase in the carrying amount of the liability included in Operating and maintenance expenses and as a corresponding accretion expense included in Other (income) expense - net in the Consolidated Statement of Income. The regulatory asset is amortized commensurate with these regulated entities’ collection of those costs in rates.
Measurements of AROs include, as a component of future expected costs, an estimate of the price that a third party would demand, and could expect to receive, for bearing the uncertainties inherent in the obligations, sometimes referred to as a market-risk premium.
Goodwill
Goodwill included within Intangible assets – net of accumulated amortization in Williams’ Consolidated Balance Sheet, as of December 31, 2024, represents the excess of the consideration, plus the fair value of any noncontrolling interest or any previously held equity interest, over the fair value of the net assets acquired. It is not subject to amortization but is evaluated annually as of October 1 for impairment or more frequently if impairment indicators are present that would indicate it is more likely than not that the fair value of the reporting unit is less than its carrying amount. Management first performs a qualitative assessment to test goodwill on a reporting unit by reporting unit basis to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, management compares its estimate of fair value of the reporting unit to its carrying amount, including goodwill. Judgments and assumptions are inherent in management’s estimates of fair value.
Other Identifiable Intangible Assets
Williams’ other identifiable intangible assets included within Intangible assets – net of accumulated amortization in the Consolidated Balance Sheet are primarily related to gas gathering, processing, and fractionation customer relationships. Williams’ other identifiable intangible assets are generally amortized on a straight-line basis over the period in which these assets contribute to its cash flows. Williams evaluates these assets for changes in the expected remaining useful lives and reflects any changes prospectively through amortization over the revised remaining useful life.
Impairment of Property, Plant, and Equipment, Intangible Assets, and Investments
Management evaluates property, plant, and equipment and intangible assets for impairment when, in its judgment, events or circumstances, including probable abandonment, indicate that the carrying value of such assets may not be recoverable. When an indicator of impairment has occurred, management compares its estimate of undiscounted future cash flows attributable to the assets to the carrying value of the assets to determine whether an impairment has occurred and may apply a probability-weighted approach to consider the likelihood of different cash flow assumptions and possible outcomes, including selling the assets in the near term or holding them for the asset’s remaining estimated useful life. If an impairment of the carrying value has occurred, management determines the amount of the impairment to be recognized in the financial statements by estimating the fair value of the assets and recording a loss for the amount that the carrying value exceeds the estimated fair value. This evaluation is performed at the lowest level for which separately identifiable cash flows exist.
For assets identified to be disposed of in the future and considered held for sale, management compares the carrying value to the estimated fair value less the cost to sell to determine if recognition of an impairment is required. Until the assets are disposed of, the estimated fair value, which includes estimated cash flows from operations until the assumed date of sale, is recalculated when related events or circumstances change.
Williams’ investments are evaluated for impairment when, in management’s judgment, events or circumstances indicate that the carrying value of such investments may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, management compares its estimate of fair value of the investment to the carrying value of the investment to determine whether an impairment has occurred. If the estimated fair value is
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less than the carrying value and management considers the decline in value to be other-than-temporary, the excess of the carrying value over the fair value is recognized in the financial statements as an impairment charge.
Judgment and assumptions are inherent in the estimate of undiscounted future cash flows and an asset’s or investment’s fair value. Additionally, judgment is used to determine the probability of sale with respect to assets considered for disposal.
Equity-Method Investment Basis Differences
Differences between the carrying value of Williams’ equity-method investments and the underlying equity in the net assets of investees are accounted for as if the investees were consolidated subsidiaries. Equity earnings (losses) in the Consolidated Statement of Income includes Williams’ allocable share of net income (loss) of investees adjusted for any depreciation and amortization, as applicable, associated with basis differences.
Leases
Williams, Transco, and NWP recognize operating lease liabilities based on the present value of the future lease payments and have elected to combine lease and nonlease components for all classes of leased assets in the calculation of the lease liability and the offsetting right-of-use asset in the respective Balance Sheets.
Williams’, Transco’s, and NWP’s lease agreements require both fixed and variable periodic payments, with initial terms typically ranging from one year to 20 years for Williams and up to 30 years for Transco and NWP. Payment provisions in certain lease agreements contain escalation factors which may be based on stated rates or a change in a published index at a future time. The amount by which a lease escalates based on the change in a published index, which is not known at lease commencement, is considered a variable payment and is not included in the present value of the future lease payments, which only includes those that are stated or can be calculated based on the lease agreement at lease commencement. In addition to the noncancellable periods, many of Williams’ lease agreements provide for one or more extensions of the lease agreement for periods ranging from one year in length to an indefinite number of times following the specified contract term. Other lease agreements provide for extension terms that allow Williams, Transco, and NWP to utilize the identified leased asset for an indefinite period of time so long as the asset continues to be utilized in its operations. In consideration of these renewal features, management assesses the term of the lease agreements, which includes using judgment in the determination of which renewal periods and termination provisions, when at its sole election, will be reasonably certain of being exercised. Periods after the initial term or extension terms that allow for either party to the lease to cancel the lease are not considered in the assessment of the lease term. Additionally, management has elected to exclude leases with an original term of one year or less, including renewal periods, from the calculation of the lease liability and the offsetting right-of-use asset.
Judgment is used in determining the discount rate upon which the present value of the future lease payments is determined. This rate is based on a collateralized interest rate corresponding to the term of the lease agreement using company, industry, and market information available.
When permitted under its lease agreements, Williams may sublease certain unused office space for fixed periods that could extend up to the length of the original lease agreement.
Pension and Other Postretirement Benefits
The funded status of each of the pension and other postretirement benefit plans is recognized separately in Williams’ Consolidated Balance Sheet as either an asset or liability. The plans’ benefit obligations and net periodic benefit costs (credits) are actuarially determined and impacted by various assumptions and estimates.
The discount rates are determined separately for each of Williams’ pension and other postretirement benefit plans based on an approach specific to Williams’ plans. The year-end discount rates are determined considering a
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yield curve comprised of high-quality corporate bonds and the timing of the expected benefit cash flows of each plan.
The expected long-term rates of return on plan assets are determined by combining a review of the historical returns within the portfolio, the investment strategy included in the plans’ investment policy statement, and capital market projections for the asset classes in which the portfolio is invested, as well as the weighting of each asset class.
Unrecognized actuarial gains and losses are deferred and recorded in AOCI or, for Transco and NWP, as a regulatory asset or liability, until amortized as a component of net periodic benefit cost (credit). The unrecognized net actuarial gains (losses) deferred in AOCI at December 31, 2024 and 2023 were $ 55 million and ($ 17 ) million, respectively. Unrecognized actuarial gains and losses in excess of 10 percent of the greater of the benefit obligation or the market-related value of plan assets are amortized over the participants’ average remaining future years of service, which is approximately 9 years for Williams’ pension plans and approximately 4 years for Williams’ other postretirement benefit plan.
The expected return on plan assets component of net periodic benefit cost (credit) is calculated using the market-related value of plan assets. For Williams’ pension plans, the market-related value of plan assets is equal to the fair value of plan assets adjusted to reflect the amortization of gains or losses associated with the difference between the expected and actual return on plan assets over a 5 -year period. Additionally, the market-related value of assets may be no more than 110 percent or less than 90 percent of the fair value of plan assets at the beginning of the year. The market-related value of plan assets for Williams’ other postretirement benefit plan is equal to the unadjusted fair value of plan assets at the beginning of the year.
Contingent Liabilities
Liabilities for loss contingencies, including environmental matters, are recorded when management assesses that a loss is probable and the amount of the loss can be reasonably estimated. These liabilities are calculated based upon management’s assumptions and estimates with respect to the likelihood or amount of loss and upon advice of legal counsel, engineers, or other third parties regarding the probable outcomes of the matters. These calculations are made without consideration of any potential recovery from third parties. Insurance recoveries or reimbursements from others are recognized when realizable. Revisions to these liabilities are generally reflected in income when new or different facts or information become known or circumstances change that affect the previous assumptions or estimates.
Treasury Stock
Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as Treasury stock, at cost in Williams’ Consolidated Balance Sheet. Gains and losses on the subsequent reissuance of shares are credited or charged to Capital in excess of par value in the Consolidated Balance Sheet using the average cost method.
Cash Flows from Operating Activities
Williams, Transco, and NWP use the indirect method to report cash flows from operating activities, which requires adjustments to net income to reconcile to net cash flows provided by operating activities.
Cash Flows from Revolving Credit Facility and Commercial Paper Program
Proceeds and payments related to borrowings under Williams’ revolving credit facility are reflected in the financing activities in the Consolidated Statement of Cash Flows on a gross basis. Proceeds and payments related to borrowings under Williams’ commercial paper program are reflected in the financing activities in the Consolidated Statement of Cash Flows on a net basis, as the outstanding notes generally have maturity dates less than three months from the date of issuance. (See Note 13 – Debt and Banking Arrangements.)
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Accounting Standards Issued But Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-09, Income Taxes: Improvements to Income Tax Disclosures , which requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. This ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The adoption of ASU 2023-09 is not expected to have a material impact on the financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures , which requires public entities to disclose additional information in the notes to financial statements for certain types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general & administrative expenses, and research and development). The amendments are effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. The impact of this standard is currently being evaluated.
Share Repurchase Program
In September 2021, Williams’ 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 management. Williams will also determine the timing and amount of any repurchases based on market conditions and other factors. The share repurchase program does not obligate Williams to acquire any particular amount of common stock, and it may be suspended or discontinued at any time. This share repurchase program does not have an expiration date. There were $ 0 million , $ 130 million and $ 9 million of repurchases under the program in 2024, 2023, and 2022, respectively, which are included in the Consolidated Statement of Changes in Equity. Cumulative repurchases to date under the program total $ 139 million.
Significant Risks and Uncertainties
Management believes that the carrying value of certain of Williams’ property, plant, and equipment and intangible assets, notably certain assets acquired by Williams accounted for as business combinations between 2012 and 2014, may be in excess of current fair value. However, the carrying value of these assets, in management’s judgment, continues to be recoverable. It is reasonably possible that future strategic decisions, including transactions such as monetizing assets or contributing assets to new ventures with third parties, as well as unfavorable changes in expected producer activities, could impact management’s assumptions and ultimately result in impairments of these assets. Such transactions or developments may also indicate that certain Williams’ equity-method investments have experienced other-than-temporary declines in value, which could result in impairment.
Note 2 – Variable Interest Entities
Consolidated VIEs
As of December 31, 2024, Williams consolidated the following VIEs:
Northeast JV
Williams owns a 65 percent interest in the Northeast JV, a subsidiary that is a VIE due to certain voting rights being disproportionate to the obligation to absorb losses and substantially all of the Northeast JV’s activities being performed on Williams’ behalf. Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact the Northeast JV’s economic performance. The Northeast JV provides midstream services for producers in the Marcellus Shale and Utica Shale regions. Future expansion activity is expected to be funded with capital contributions from Williams and the other equity partner on a proportional basis.
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Gulfstar One
Williams owns a 51 percent interest in Gulfstar One, a subsidiary that, due to certain risk-sharing provisions in its customer contracts, is a VIE. Gulfstar One includes a proprietary floating-production system, Gulfstar FPS, and associated pipelines that provide production handling and gathering services in the eastern deepwater Gulf of America. Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact Gulfstar One’s economic performance.
Cardinal
Williams owns a 66 percent interest in Cardinal, a subsidiary that provides gathering services for the Utica Shale region and is a VIE due to certain risks shared with customers. Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact Cardinal’s economic performance. In order to meet contractual gas gathering commitments, Williams may fund more than its proportional share of future expansion activity, which could ultimately impact relative ownership.
The following table presents amounts included in the Consolidated Balance Sheet that are only for the use or obligation of the consolidated VIEs:
December 31,
2024 2023
(Millions)
Assets (liabilities):
Cash and cash equivalents $ 15 $ 33
Trade accounts and other receivables – net 178 215
Inventories 5 5
Other current assets and deferred charges 7 4
Property, plant, and equipment – net 4,896 5,046
Intangible assets – net of accumulated amortization 1,940 2,049
Regulatory assets, deferred charges, and other 27 31
Accounts payable ( 57 ) ( 109 )
Other current liabilities
( 29 ) ( 28 )
Regulatory liabilities, deferred income, and other ( 263 ) ( 268 )
Nonconsolidated VIEs
Williams owns certain equity-method investments that are VIEs due primarily to its limited participating rights as a minority equity holder. Williams’ maximum exposure to loss is limited to the carrying value of these investments (included within Investments in the Consolidated Balance Sheet), which totaled $ 72 million at December 31, 2024.
Note 3 – Acquisitions and Divestitures
Crowheart Acquisition
As of December 31, 2023, Williams had an agreement regarding certain crude oil and natural gas properties in the Wamsutter basin in Wyoming under which it owned a 75 percent undivided interest in each well’s working interest and proportionally consolidated its undivided interest. On November 1, 2024, Williams closed on the acquisition of a third-party operator, Crowheart Energy, LLC, for $ 307 million cash, subject to working capital and post-closing adjustments (Crowheart Acquisition). After closing on the acquisition, Williams owns more than a 90 percent working interest in each well. The purpose of this acquisition was to consolidate Williams’ interests in the Wamsutter basin and further optimize development in the area to continue to supply its gathering and processing assets. Assets acquired, acquisition-related costs incurred, and results of operations realized are included at Other.
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During the period from the acquisition date of November 1, 2024 to December 31, 2024, the additional interest acquired in the Crowheart Acquisition contributed Revenues of $ 20 million and Modified EBITDA (as defined in Note 19 – Segment Disclosures) of $ 7 million.
Williams accounted for the Crowheart Acquisition as a business combination, which requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their acquisition date fair values.
The following table presents the preliminary allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at November 1, 2024. The allocation is considered preliminary because the valuation work has not been completed due to the ongoing review of the valuation results and validation of significant inputs and assumptions. Preliminary fair value measurements were made for certain acquired assets and liabilities, primarily property, plant, and equipment, which utilized the income approach for proved developed producing reserves and the market approach for undeveloped reserves; however, adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as new information related to facts and circumstances as of the acquisition date may be identified.
(Millions)
Cash and cash equivalents $ 94
Other current assets
15
Property, plant, and equipment – net 400
Other noncurrent assets
2
Total assets acquired 511
Current liabilities
( 45 )
Noncurrent liabilities
( 115 )
Total liabilities assumed ( 160 )
Net assets acquired
$ 351
Discovery Acquisition
As of December 31, 2023, Williams owned a 60 percent interest in Discovery, which it accounted for as an equity-method investment. On August 1, 2024, Williams closed on the acquisition of the remaining 40 percent interest in Discovery, along with certain other assets, for $ 170 million cash, subject to working capital and post-closing adjustments (Discovery Acquisition). As a result of acquiring this additional interest, Williams obtained control and subsequently consolidates Discovery. The purpose of this acquisition was to expand Williams’ gathering, processing, and transportation presence in the Gulf of America region. Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission & Gulf of America segment.
During the period from the acquisition date of August 1, 2024 to December 31, 2024, the operations acquired in the Discovery Acquisition contributed Revenues of $ 144 million and Modified EBITDA of $ 42 million.
Acquisition-related costs for the Discovery Acquisition total $ 1 million and are included in Selling, general, and administrative expenses in the Williams Consolidated Statement of Income.
Williams accounted for the Discovery Acquisition as a business combination. The book value of its existing equity-method investment prior to the acquisition date of August 1, 2024, was $ 381 million. Williams recognized a $ 127 million gain on remeasuring its existing equity-method investment to fair value included in Other investing income (loss) – net in the Williams Consolidated Statement of Income during 2024, which is not included in the pro forma Discovery adjustments below. Williams utilized the income approach to fair value its previous equity-method investment in Discovery.
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The following table presents the preliminary allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at August 1, 2024. The allocation is considered preliminary because the valuation work has not been completed due to the ongoing review of the valuation results and validation of significant inputs and assumptions. Preliminary fair value measurements were made for certain acquired assets and liabilities, primarily property, plant, and equipment, which utilized the cost approach; however, adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as new information related to facts and circumstances as of the acquisition date may be identified.
(Millions)
Cash and cash equivalents $ 22
Other current assets 19
Property, plant, and equipment – net 941
Other noncurrent assets 39
Total assets acquired
1,021
Current liabilities ( 40 )
Noncurrent liabilities
( 296 )
Total liabilities assumed ( 336 )
Net assets acquired $ 685
Gulf Coast Storage Acquisition
On January 3, 2024, Williams closed on the acquisition from Hartree Partners LP for $ 1.95 billion of 100 percent of a strategic portfolio of natural gas storage facilities and pipelines, located in Louisiana and Mississippi (Gulf Coast Storage Acquisition). The purpose of this acquisition was to expand Williams’ natural gas storage footprint in the Gulf Coast region. Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission & Gulf of America segment. The Gulf Coast Storage Acquisition was funded with cash on hand and $ 100 million of deferred consideration that did not accrue interest and was payable one year from the acquisition date. The obligation is presented within Long-term debt due within one year in the Williams Consolidated Balance Sheet as of December 31, 2024, owed by Williams’ wholly owned subsidiary Williams Field Services Group, LLC. On January 3, 2025, Williams paid the remaining $ 100 million of the Gulf Coast Storage Acquisition purchase price obligation.
During the period from the acquisition date of January 3, 2024 to December 31, 2024, the operations acquired in the Gulf Coast Storage Acquisition contributed Revenues of $ 228 million and Modified EBITDA of $ 160 million, which is impacted by acquisition-related costs. Acquisition-related costs for the Gulf Coast Storage Acquisition total $ 15 million, including $ 14 million incurred in 2024, and are included in Selling, general, and administrative expenses in the Williams Consolidated Statement of Income.
Williams accounted for the Gulf Coast Storage Acquisition as a business combination. The valuation technique used consisted of the cost approach for property, plant, and equipment.
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The following table presents the allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at January 3, 2024.
(Millions)
Cash and cash equivalents $ 46
Other current assets 18
Property, plant, and equipment – net 2,035
Other noncurrent assets 2
Total assets acquired
2,101
Current liabilities ( 11 )
Noncurrent liabilities
( 107 )
Total liabilities assumed ( 118 )
Net assets acquired $ 1,983
DJ Basin Acquisitions
Cureton Acquisition
On November 30, 2023, Williams closed on the acquisition of 100 percent of Cureton Front Range, LLC (Cureton Acquisition), whose operations are located in the DJ Basin, for $ 546 million. The purpose of this acquisition was to expand Williams’ gathering and processing footprint and create operational synergies for its operations in the DJ Basin. Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ West segment. The Cureton Acquisition was funded with cash on hand.
During the period from the acquisition date of November 30, 2023 to December 31, 2023, the operations acquired in the Cureton Acquisition contributed Revenues of $ 35 million and Modified EBITDA of $ 7 million.
Acquisition-related costs for the Cureton Acquisition total $ 8 million, including $ 6 million incurred in 2023, and are included in Selling, general, and administrative expenses in the Williams Consolidated Statement of Income.
Williams accounted for the Cureton Acquisition as a business combination. The valuation techniques used consisted of the cost approach for property, plant, and equipment and the income approach for valuation of other intangible assets.
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The following table presents the allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at November 30, 2023.
(Millions)
Cash and cash equivalents $ 6
Other current assets 21
Property, plant, and equipment – net 433
Intangible assets – net of accumulated amortization 117
Other noncurrent assets 1
Total identifiable assets acquired 578
Current liabilities ( 29 )
Noncurrent liabilities
( 14 )
Total liabilities assumed ( 43 )
Net identifiable assets acquired 535
Goodwill included in Intangible assets – net of accumulated amortization
11
Net assets acquired $ 546
Other intangible assets recognized in the Cureton Acquisition are related to contractual customer relationships from gas gathering and processing agreements with customers. The basis for determining the value of these intangible assets is estimated future net cash flows to be derived from acquired contractual customer relationships discounted using a risk-adjusted discount rate. These intangible assets are being amortized on a straight-line basis over an initial period of 20 years which represents the term over which the contractual customer relationships are expected to contribute to Williams’ cash flows. Approximately 24 percent of the expected future revenues from these contractual customer relationships are impacted by Williams’ ability and intent to renew or renegotiate existing customer contracts. Williams expenses costs incurred to renew or extend the terms of its gas gathering contracts with customers. Based on the estimated future revenues during the current contract periods (as estimated at the time of the acquisition), the weighted-average period prior to the next renewal or extension of the existing contractual customer relationships is approximately 10 years. See Note 11 – Goodwill and Other Intangible Assets.
RMM Acquisition
As of December 31, 2022, Williams owned a 50 percent interest in RMM which it accounted for as an equity-method investment. On November 30, 2023, Williams closed on the acquisition of the remaining 50 percent interest in RMM (RMM Acquisition) for $ 704 million. As a result of acquiring this additional interest, Williams obtained control and subsequently consolidates RMM. The purpose of this acquisition was to expand Williams’ gathering and processing footprint and create operational synergies for its operations in the DJ Basin. Assets acquired and results of operations realized are included within Williams’ West segment. Substantially all of the RMM purchase price was not due to the seller until the first quarter of 2025, would not accrue interest until November 2, 2024, and could be repaid early without penalty. It was recorded as a deferred consideration obligation at fair value using an income approach, which resulted in a discount to the contractual amount due which was imputed as interest expense over the term of the obligation. On November 1, 2024, Williams paid the remaining $ 651 million of the RMM purchase price obligation.
During the period from the acquisition date of November 30, 2023 to December 31, 2023, RMM contributed Revenues of $ 53 million and Modified EBITDA of $ 12 million.
Williams accounted for the RMM Acquisition as a business combination. The book value of Williams’ existing equity-method investment prior to the acquisition date of November 30, 2023, was $ 406 million. Williams recognized a $ 30 million gain on remeasuring its existing equity-method investment to fair value included in Other investing income (loss) – net in the Williams Consolidated Statement of Income during the fourth quarter of 2023,
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which is not included in the pro forma DJ Basin adjustments below. The valuation techniques used consisted of the income approach for Williams’ previous equity-method investment in RMM and the valuation of other intangible assets, and the cost approach for property, plant, and equipment.
The following table presents the allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at November 30, 2023. The net assets acquired primarily reflect the noncash consideration transferred, which includes the fair value of both Williams’ previous equity-method investment and the deferred consideration obligation.
(Millions)
Cash and cash equivalents $ 28
Other current assets 4
Investments 20
Property, plant, and equipment – net 1,041
Intangible assets – net of accumulated amortization 63
Other noncurrent assets 12
Total identifiable assets acquired 1,168
Current liabilities ( 44 )
Noncurrent liabilities
( 103 )
Total liabilities assumed ( 147 )
Net identifiable assets acquired 1,021
Goodwill included in Intangible assets – net of accumulated amortization
55
Net assets acquired $ 1,076
Goodwill recognized in the RMM Acquisition relates primarily to enhancing and diversifying Williams’ basin positions as well as delivering operational synergies, including increasing volumes on its existing processing facilities and increasing revenues on its NGL transportation, fractionation, and storage assets, and is reported within Williams’ West segment. Substantially all of the goodwill is deductible for tax purposes.
Other intangible assets recognized in the RMM Acquisition are related to contractual customer relationships from gas gathering and processing agreements with customers. The basis for determining the value of these intangible assets is estimated future net cash flows to be derived from acquired contractual customer relationships discounted using a risk-adjusted discount rate. These intangible assets are being amortized on a straight-line basis over an initial period of 20 years which represents the term over which the contractual customer relationships are expected to contribute to Williams’ cash flows. Approximately 18 percent of the expected future revenues from these contractual customer relationships are impacted by Williams’ ability and intent to renew or renegotiate existing customer contracts. Williams expenses costs incurred to renew or extend the terms of its gas gathering contracts with customers. Based on the estimated future revenues during the current contract periods (as estimated at the time of the acquisition), the weighted-average period prior to the next renewal or extension of the existing contractual customer relationships is approximately 10 years. See Note 11 – Goodwill and Other Intangible Assets.
MountainWest Acquisition
On February 14, 2023, Williams closed on the acquisition of 100 percent of MountainWest, which includes FERC-regulated interstate natural gas pipeline systems and natural gas storage capacity (MountainWest Acquisition), for $ 1.08 billion of cash, funded with available sources of short-term liquidity, and retaining $ 430 million outstanding principal amount of MountainWest long-term debt. For 2023, $ 1.024 billion is presented in Purchases of businesses, net of cash acquired in the Williams Consolidated Statement of Cash Flows reflecting the cash purchase price, reduced for post-closing adjustments and the cash acquired as presented in the purchase price
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allocation. The purpose of the MountainWest Acquisition was to expand Williams’ existing transmission and storage infrastructure footprint into major markets in Utah, Wyoming, and Colorado. Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission & Gulf of America segment.
During the period from the acquisition date of February 14, 2023 to December 31, 2023, the operations acquired in the MountainWest Acquisition contributed Revenues of $ 225 million and Modified EBITDA of $ 122 million, which includes $ 27 million of transition-related costs.
Acquisition-related costs for the MountainWest Acquisition total $ 18 million, including $ 16 million incurred in 2023, and are included in Selling, general, and administrative expenses in the Williams Consolidated Statement of Income.
Williams accounted for the MountainWest Acquisition as a business combination. The valuation techniques used consisted of the cost approach for nonregulated property, plant, and equipment, as well as the market approach for the assumed long-term debt consistent with the valuation technique discussed in Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk. MountainWest’s regulated operations are accounted for pursuant to ASC 980. The fair value of assets and liabilities subject to rate making and cost recovery provisions were determined utilizing the income approach. MountainWest’s expected return on rate base is consistent with expected returns of similarly situated assets, resulting in carryover basis of these assets and liabilities equaling their fair value.
The following table presents the allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at February 14, 2023. The fair value of accounts receivable acquired equals contractual amounts receivable.
(Millions)
Cash and cash equivalents $ 23
Trade accounts and other receivables 33
Other current assets 26
Investments 20
Property, plant, and equipment – net 1,019
Other noncurrent assets 33
Total identifiable assets acquired 1,154
Current liabilities ( 47 )
Long-term debt ( 365 )
Other noncurrent liabilities ( 95 )
Total liabilities assumed ( 507 )
Net identifiable assets acquired 647
Goodwill included in Intangible assets – net of accumulated amortization
400
Net assets acquired $ 1,047
Goodwill recognized in the MountainWest Acquisition relates primarily to enhancing and diversifying Williams’ basin positions and the long-term value associated with rate regulated businesses and is reported within its Transmission & Gulf of America segment. Substantially all of the goodwill is deductible for tax purposes.
Trace Acquisition
On April 29, 2022, Williams closed on the acquisition of 100 percent of Gemini Arklatex, LLC through which it acquired the Haynesville Shale region gas gathering and related assets of Trace Midstream for $ 972 million of cash
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funded with cash on hand and proceeds from issuance of commercial paper (Trace Acquisition). The purpose of the Trace Acquisition was to expand Williams’ footprint into the east Texas area of the Haynesville Shale region, increasing in-basin scale in one of the largest growth basins in the country. Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ West segment.
During the period from the acquisition date of April 29, 2022 to December 31, 2022, the operations acquired in the Trace Acquisition contributed Revenues of $ 148 million and Modified EBITDA of $ 73 million.
Acquisition-related costs for the Trace Acquisition of $ 8 million were included in Selling, general, and administrative expenses in the Williams Consolidated Statement of Income during 2022.
Williams accounted for the Trace Acquisition as a business combination. The following table presents the allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at April 29, 2022. The valuation techniques used consisted of the income approach for valuation of intangible assets and the cost approach for property, plant, and equipment.
(Millions)
Cash and cash equivalents $ 39
Trade accounts and other receivables
18
Property, plant, and equipment – net 448
Intangible assets – net of accumulated amortization 472
Other noncurrent assets 20
Total assets acquired 997
Accounts payable ( 12 )
Other current liabilities ( 5 )
Other noncurrent liabilities ( 8 )
Total liabilities assumed ( 25 )
Net assets acquired $ 972
Other intangible assets recognized in the Trace Acquisition are related to contractual customer relationships from gas gathering agreements with customers. The basis for determining the value of these intangible assets is estimated future net cash flows to be derived from acquired contractual customer relationships discounted using a risk-adjusted discount rate. These intangible assets are being amortized on a straight-line basis over an initial period of 20 years which represents the term over which the contractual customer relationships are expected to contribute to Williams’ cash flows. Approximately 2 percent of the expected future revenues from these contractual customer relationships are impacted by Williams’ ability and intent to renew or renegotiate existing customer contracts. Williams expenses costs incurred to renew or extend the terms of its gas gathering contracts with customers. Based on the estimated future revenues during the current contract periods (as estimated at the time of the acquisition), the weighted-average period prior to the next renewal or extension of the existing contractual customer relationships is approximately 19 years. See Note 11 – Goodwill and Other Intangible Assets.
Supplemental Pro Forma
The following pro forma Revenues and Net income (loss) attributable to The Williams Companies, Inc. for 2024, 2023, and 2022, are presented as if the Crowheart Acquisition, Discovery Acquisition, and Gulf Coast Storage Acquisition had been completed on January 1, 2023, the DJ Basin Acquisitions and MountainWest Acquisition had been completed on January 1, 2022, and the Trace Acquisition had been completed on January 1, 2021. These pro forma amounts are not necessarily indicative of what the actual results would have been if the acquisitions had in fact occurred on the dates or for the periods indicated, nor do they purport to project Revenues or Net income (loss) attributable to The Williams Companies, Inc. for any future periods or as of any date. These amounts do not give
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effect to any potential cost savings, operating synergies, or revenue enhancements to result from the transactions or the potential costs to achieve these cost savings, operating synergies, and revenue enhancements.
Year Ended December 31, 2024
As Reported Pro Forma Crowheart (1)
Pro Forma Discovery (1)
Pro Forma Combined
(Millions)
Revenues $ 10,503 $ 60 $ 58 $ 10,621
Net income (loss) attributable to The Williams Companies, Inc. 2,225 8 ( 5 ) 2,228
Year Ended December 31, 2023
As Reported Pro Forma Crowheart
Pro Forma Discovery
Pro Forma Gulf Coast Storage
Pro Forma DJ Basin (1)
Pro Forma MountainWest (1)
Pro Forma Combined
(Millions)
Revenues $ 10,907 $ 74 $ 129 $ 202 $ 270 $ 35 $ 11,617
Net income (loss) attributable to The Williams Companies, Inc. 3,179 19 ( 1 ) 53 17 6 3,273
Year Ended December 31, 2022
As Reported Pro Forma DJ Basin
Pro Forma MountainWest
Pro Forma Trace (1)
Pro Forma Combined
(Millions)
Revenues $ 10,965 $ 218 $ 265 $ 45 $ 11,493
Net income (loss) attributable to The Williams Companies, Inc. 2,049 13 170 18 2,250
(1) Excludes results from operations acquired in the acquisition for the period beginning on the acquisition date, as these results are included in the amounts as reported.
NorTex Asset Purchase
On August 31, 2022, Williams purchased a group of assets in north Texas, primarily natural gas storage facilities and pipelines, from NorTex Midstream Holdings, LLC (NorTex Asset Purchase) for approximately $ 424 million. These assets are included in Williams’ Transmission & Gulf of America segment.
Sale of Certain Gulf Coast Liquids Pipelines
On September 29, 2023, Williams completed the sale of various petrochemical and feedstock pipelines and associated contracts in the Gulf Coast region for $ 348 million. As a result of this sale, Williams recorded a gain of $ 129 million in 2023 in its Transmission & Gulf of America segment. The gain is reflected in Gain on sale of business in the Williams Consolidated Statement of Income. The results of operations for this disposal group, excluding the gain noted, were not significant for the reporting periods.
Note 4 – Related Party Transactions
Williams
Transactions with Equity-Method Investees
Williams has costs and expenses associated with its equity-method investees of $ 266 million, $ 776 million, and $ 1.3 billion for 2024, 2023, and 2022, respectively in its Consolidated Statement of Income. Substantially all of
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these expenses are included in Product costs . Williams also has revenue from its equity-method investees of $ 2 million, $ 5 million, and $ 76 million for 2024, 2023, and 2022, respectively. In addition, Williams has $ 1 million and $ 2 million included in Trade accounts and other receivables and $ 19 million and $ 33 million included in Accounts payable in its Consolidated Balance Sheet with its equity-method investees at December 31, 2024 and 2023, respectively.
Williams has operating agreements with certain equity-method investees. These operating agreements typically provide for reimbursement or payment to Williams for certain direct operational payroll and employee benefit costs, materials, supplies, and other charges and also for management services. The total charges to equity-method investees for these fees are $ 52 million, $ 64 million, and $ 65 million for 2024, 2023, and 2022, respectively.
Board of Directors
Two members of Williams’ Board of Directors are also executive officers at certain of its counterparties. Williams recorded $ 59 million, $ 90 million, and $ 180 million in Product sales and $ 40 million, $ 25 million, and $ 86 million in Product costs in its Consolidated Statement of Income from these companies for the purchase and sale of natural gas for 2024, 2023, and 2022, respectively.
Transco and NWP Affiliate Transactions
Benefit Plans
Transco and NWP do not have employees. Certain of the costs charged to them by Williams associated with employees who directly support them are described below. Additionally, allocated corporate expenses from Williams also include amounts related to these same employee benefits, which are not included in the amounts presented immediately below.
Pension and Other Postretirement Benefit Plans
Williams’ pension and other postretirement benefit plans are single-employer plans. However, Transco and NWP follow multiemployer plan accounting whereby the amount charged to them and thus paid by them, is based on their share of net periodic benefit cost (see Note 7 – Employee Benefit Plans).
Pension costs charged to Transco by Williams were $ 1 million, $ 2 million, and $ 4 million for 2024, 2023, and 2022, respectively. NWP received pension credits from Williams of $ 1 million in 2024, $ 0 million in 2023, and pension charges of $ 1 million in 2022.
Williams makes annual cash contributions to the pension plans, based on annual actuarial estimates, which Transco recovers through rates that are set through periodic general rate filings. Effective with Transco’s Docket No. RP18-1126 rate case settlement, any amounts of annual contributions that fall below a threshold are recorded as adjustments to income and refunded through future rate adjustments. The amounts of deferred pension collections recorded as regulatory liabilities at December 31, 2024 and 2023 were $ 30 million and $ 26 million, respectively. Also effective with Transco’s Docket No. RP18-1126 rate case settlement, the pension regulatory liability as of March 1, 2019 was amortized over a five -year period, and the amortization was completed in February 2024.
Transco recognized other postretirement benefit income of $ 8 million, $ 6 million, and $ 5 million for 2024, 2023, and 2022, respectively, while NWP recognized other postretirement benefit income of $ 1 million, $ 0 million, and $ 1 million, respectively for the same periods. These credits were recorded as regulatory liabilities.
Transco and NWP have been allowed by rate case settlements to collect or refund in future rates any differences between the actuarially determined costs and amounts currently being recovered in rates related to other postretirement benefits. Any differences between the annual actuarially determined cost and amounts currently being recovered in rates are recorded as regulatory assets or liabilities and collected or refunded through future rate
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adjustments. The amounts of other postretirement benefits costs deferred as regulatory liabilities at December 31, 2024 and 2023 are $ 31 million and $ 31 million, for Transco respectively, and $ 43 million and $ 42 million, for NWP respectively. Effective with the Docket No. RP18-1126 rate case settlement, Transco’s other postretirement benefits regulatory liability as of March 1, 2019 was amortized over a period of approximately five years, and the amortization was completed in July 2024.
Defined Contribution Plan
Williams maintains a defined contribution plan for substantially all of its employees. Williams charged Transco compensation expense of $ 13 million, $ 12 million, and $ 11 million in 2024, 2023, and 2022, respectively, and charged NWP compensation expense of $ 3 million, $ 3 million, and $ 3 million in 2024, 2023, and 2022, respectively, for Williams’ company contributions to this plan.
Employee Stock-Based Compensation Plan Information (see Note 15 – Equity-Based Compensation)
Williams currently bills Transco and NWP directly for compensation expense related to stock-based compensation awards based on the fair value of the awards. Transco and NWP are also billed for their proportionate share of Williams’ and other affiliates’ stock-based compensation expense through various allocation processes.
Total stock-based compensation expense for the years ended December 31, 2024, 2023, and 2022 was $ 6 million, $ 6 million, and $ 6 million, for Transco respectively, and $ 2 million, $ 2 million, and $ 1 million, for NWP respectively.
Cash Management Program
Transco and NWP are participants in Williams’ cash management program, and thus make advances to and receive advances from Williams. At December 31, 2024 and 2023, Transco’s advances to Williams totaled approximately $ 638 million and $ 1.4 billion, respectively. These advances are represented by demand notes and are classified as Trade accounts and other receivables - Advances to affiliate in the Balance Sheet. NWP’s advances from Williams totaled approximately $ 26 million at December 31, 2024. These advances from Williams are classified as Payables - Advances from affiliate . Advances to Williams from NWP totaled approximately $ 158 million at December 31, 2023. These advances are represented by demand notes and are classified as Trade accounts and other receivables - Advances to affiliate in the Balance Sheet. Advances are stated at the historical carrying amounts. Interest expense and income are recognized when earned and the collectability is reasonably assured. The interest rate on these intercompany demand notes is based upon the daily overnight investment rate paid on Williams’ excess cash at the end of each month, which was approximately 4 percent at December 31, 2024. The net interest income from these advances was $ 51 million, $ 81 million, and $ 31 million during years ended December 31, 2024, 2023, and 2022, for Transco respectively, and $ 5 million, $ 8 million, and $ 5 million for the years ended December 31, 2024, 2023, and 2022 for NWP respectively. Such interest income is included in Interest income in the Statement of Net Income for Transco and Other income (expense) – net in the Statement of Net Income for NWP.
Other Affiliate Transactions
Included in Transco’s Total revenues in the Statement of Net Income for 2024, 2023, and 2022 are revenues received from affiliates of $ 76 million, $ 56 million, and $ 89 million, respectively.
Included in Transco’s Natural gas product costs in the Statement of Net Income for 2024, 2023, and 2022 are costs of gas purchased from affiliates of $ 5 million, $ 7 million, and $ 18 million, respectively. All gas purchases are made at market or contract prices.
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Services necessary to operate Transco and NWP are provided by Williams and certain affiliates of Williams. Transco and NWP reimburse Williams and its affiliates for all direct and indirect expenses incurred or payments made (including salary, bonus, incentive compensation, and benefits) in connection with these services. Employees of Williams also provide general, administrative, and management services, and Transco and NWP are charged for certain administrative expenses incurred by Williams. These charges are either directly assigned or allocated. Allocated charges are specific or general. Specific allocations are based on a relationship with the delivery of services and general allocations are based on a three-factor formula, which considers revenues; property, plant, and equipment; and payroll. In management’s estimation, the allocation methodologies used are reasonable and result in a reasonable allocation of costs of doing business incurred by Williams. For the years ended December 31, 2024, 2023, and 2022, Transco has recorded $ 344 million, $ 324 million, and $ 345 million, respectively, and NWP has recorded $ 91 million, $ 86 million, and $ 88 million, respectively, for these service expenses, which are primarily included in Operating and maintenance expenses and Selling, general, and administrative expenses in the Statement of Net Income.
Transco provides services to certain of its affiliates. Transco recorded reductions in operating expenses for services provided to and reimbursed by affiliates of $ 6 million, $ 14 million, and $ 10 million for the years ended December 31, 2024, 2023, and 2022, respectively.
During January 2025, Transco and NWP declared and paid cash distributions of $ 246 million and $ 24 million, respectively, to Williams, and Williams made a cash contribution to NWP of $ 85 million.
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Note 5 – Revenue Recognition
Revenue by Category
The following table presents Williams’ revenue disaggregated by major service line:
Transmission & Gulf of America Northeast G&P West Gas & NGL Marketing Services Other Eliminations Total
(Millions)
2024
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage $ 3,500 $ — $ — $ — $ — $ ( 81 ) $ 3,419
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration 661 1,778 1,693 — — ( 162 ) 3,970
Commodity consideration 54 2 78 — — — 134
Other 46 92 21 — — ( 19 ) 140
Total service revenues 4,261 1,872 1,792 — — ( 262 ) 7,663
Product sales 328 110 869 4,530 420 ( 1,288 ) 4,969
Total revenues from contracts with customers 4,589 1,982 2,661 4,530 420 ( 1,550 ) 12,632
Other revenues (1) 39 43 8 2,236 24 ( 2 ) 2,348
Other adjustments (2) — — — ( 4,977 ) — 500 ( 4,477 )
Total revenues $ 4,628 $ 2,025 $ 2,669 $ 1,789 $ 444 $ ( 1,052 ) $ 10,503
2023
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage $ 3,334 $ — $ — $ — $ — $ ( 60 ) $ 3,274
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration
443 1,782 1,478 — — ( 170 ) 3,533
Commodity consideration 38 5 103 — — — 146
Other
30 87 12 1 — ( 15 ) 115
Total service revenues 3,845 1,874 1,593 1 — ( 245 ) 7,068
Product sales 252 132 441 4,615 442 ( 954 ) 4,928
Total revenues from contracts with customers 4,097 2,006 2,034 4,616 442 ( 1,199 ) 11,996
Other revenues (1) 53 27 101 4,294 64 ( 2 ) 4,537
Other adjustments (2) — — — ( 6,032 ) — 406 ( 5,626 )
Total revenues $ 4,150 $ 2,033 $ 2,135 $ 2,878 $ 506 $ ( 795 ) $ 10,907
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Transmission & Gulf of America Northeast G&P West Gas & NGL Marketing Services Other Eliminations Total
(Millions)
2022
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage $ 3,139 $ — $ — $ — $ — $ ( 72 ) $ 3,067
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration
381 1,526 1,518 — — ( 167 ) 3,258
Commodity consideration 64 14 182 — — — 260
Other
21 102 12 3 — ( 16 ) 122
Total service revenues 3,605 1,642 1,712 3 — ( 255 ) 6,707
Product sales 404 134 841 10,768 706 ( 1,787 ) 11,066
Total revenues from contracts with customers 4,009 1,776 2,553 10,771 706 ( 2,042 ) 17,773
Other revenues (1) 38 26 8 7,929 ( 55 ) ( 11 ) 7,935
Other adjustments (2) — — — ( 15,467 ) — 724 ( 14,743 )
Total revenues $ 4,047 $ 1,802 $ 2,561 $ 3,233 $ 651 $ ( 1,329 ) $ 10,965
______________________________
(1) Revenues not derived from contracts with customers primarily consist of physical product sales related to commodity derivative contracts, realized and unrealized gains and losses associated with Williams’ commodity derivative contracts, which are reported in Net gain (loss) from commodity derivatives in the Consolidated Statement of Income, management fees received for certain services provided to operated equity-method investments, and leasing revenues associated with the Williams headquarters building.
(2) Other adjustments reflect certain costs of Gas & NGL Marketing Services’ risk management activities. As Williams is acting as agent for natural gas marketing customers or engages in energy trading activities, the resulting revenues are presented net of the related costs of those activities in the Consolidated Statement of Income.
For Transco and NWP, revenue disaggregation by major service line includes Natural gas transportation , Natural gas storage , Natural gas product sales , and Other , which are separately presented on their Statements of Net Income.
Contract Assets
The following tables present a reconciliation of contract assets:
Williams
Year Ended December 31,
2024 2023
(Millions)
Balance at beginning of year $ 36 $ 29
Revenue recognized in excess of amounts invoiced 170 183
Minimum volume commitments invoiced ( 144 ) ( 176 )
Contract assets acquired 36 —
Balance at end of year $ 98 $ 36
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Notes (Continued)
Transco
Year Ended December 31,
2024 2023
(Millions)
Balance at beginning of year $ — $ —
Revenue recognized in excess of amounts invoiced 10 —
Balance at end of year $ 10 $ —
NWP
Year Ended December 31,
2024 2023
(Millions)
Balance at beginning of year $ 17 $ 13
Revenue recognized in excess of amounts invoiced 6 6
Amortization of contract assets ( 2 ) ( 2 )
Balance at end of year $ 21 $ 17
Contract Liabilities
The following tables present a reconciliation of contract liabilities:
Williams
Year Ended December 31,
2024 2023
(Millions)
Balance at beginning of year $ 1,081 $ 1,043
Payments received and deferred 183 190
Significant financing component 8 9
Contract liability acquired (disposed) – net 53 115
Recognized in revenue ( 279 ) ( 276 )
Balance at end of year $ 1,046 $ 1,081
Transco
Year Ended December 31,
2024 2023
(Millions)
Balance at beginning of year $ 184 $ 194
Recognized in revenue ( 11 ) ( 10 )
Balance at end of year $ 173 $ 184
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Notes (Continued)
NWP
Year Ended December 31,
2024 2023
(Millions)
Balance at beginning of year $ 2 $ 3
Recognized in revenue ( 2 ) ( 1 )
Balance at end of year $ — $ 2
Remaining Performance Obligations
Remaining performance obligations primarily include reservation charges on contracted capacity for Williams’ gas pipeline firm transportation contracts with customers, storage capacity contracts, long-term contracts containing MVC associated with midstream businesses, and fixed payments associated with offshore production handling. For Williams’ interstate natural gas pipeline businesses, including Transco and NWP, remaining performance obligations reflect the rates for such services in its current effective FERC tariffs for the life of the related contracts; however, these rates may change based on future tariffs approved by the FERC and the amount and timing of these changes are not currently known.
Remaining performance obligations exclude variable consideration, including contracts with variable consideration for which it has elected the practical expedient for consideration recognized in revenue as billed. Certain of its contracts contain evergreen and other renewal provisions for periods beyond the initial term of the contract. The remaining performance obligation amounts as of December 31, 2024, do not consider potential future performance obligations for which the renewal has not been exercised and exclude contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service. Consideration received prior to December 31, 2024, that will be recognized in future periods is also excluded from its remaining performance obligations and is instead reflected in contract liabilities.
The following tables present the amount of the contract liabilities balance expected to be recognized as revenue when performance obligations are satisfied and the transaction price allocated to the remaining performance obligations under certain contracts as of December 31, 2024.
Williams
Contract Liabilities Remaining Performance Obligations
(Millions)
2025 ( one year )
$ 173 $ 4,132
2026 ( one year )
146 3,860
2027 ( one year )
141 3,623
2028 ( one year )
118 2,778
2029 ( one year )
100 2,564
Thereafter
368 14,102
Total $ 1,046 $ 31,059
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Notes (Continued)
Transco
Contract Liabilities Remaining Performance Obligations
(Millions)
2025 ( one year )
$ 10 $ 2,726
2026 ( one year )
10 2,536
2027 ( one year )
11 2,438
2028 ( one year )
11 1,784
2029 ( one year )
11 1,693
Thereafter
120 10,421
Total $ 173 $ 21,598
NWP
Contract Liabilities Remaining Performance Obligations
(Millions)
2025 ( one year )
$ — $ 391
2026 ( one year )
— 386
2027 ( one year )
— 373
2028 ( one year )
— 368
2029 ( one year )
— 349
Thereafter
— 2,234
Total $ — $ 4,101
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Notes (Continued)
Note 6 – Provision (Benefit) for Income Taxes
The Provision (benefit) for income taxes from continuing operations includes:
Year Ended December 31,
2024 2023 2022
(Millions)
Current:
Federal $ 125 $ 3 $ ( 25 )
State 9 21 19
134 24 ( 6 )
Deferred:
Federal 472 872 424
State 34 109 7
506 981 431
Provision (benefit) for income taxes $ 640 $ 1,005 $ 425
Reconciliations from the Provision (benefit) at statutory rate from continuing operations to recorded Provision (benefit) for income taxes are as follows:
Year Ended December 31,
2024 2023 2022
(Millions)
Provision (benefit) at statutory rate $ 627 $ 925 $ 534
Increases (decreases) in taxes resulting from:
State income taxes (net of federal benefit)
79 129 113
State deferred income tax rate change ( 44 ) ( 25 ) ( 92 )
Federal valuation allowance
— — ( 70 )
Federal settlements — — ( 45 )
Impact of nontaxable noncontrolling interests
( 25 ) ( 26 ) ( 14 )
Other – net
3 2 ( 1 )
Provision (benefit) for income taxes $ 640 $ 1,005 $ 425
The State deferred income tax rate change benefit of $ 44 million, $ 25 million and $ 92 million in 2024, 2023 and 2022, respectively, is related to a decrease in Williams’ estimate of the deferred state income tax rate (net of federal effect). The 2024 benefit is driven primarily by a decrease in the Louisiana state income tax rate and the enacted decline in the Pennsylvania state income tax rate over the next several years.
During the course of audits of its business by domestic and foreign tax authorities, Williams frequently faces challenges regarding the amount of taxes due. These challenges include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the liability associated with its various filing positions, Williams applies the two-step process of recognition and measurement. In association with this liability, Williams records an estimate of related interest and tax exposure as a component of its tax provision. The impact of this accrual is included within Other – net in its reconciliation of the Provision (benefit) at statutory rate to recorded Provision (benefit) for income taxes .
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Notes (Continued)
Significant components of Deferred income tax liabilities are as follows:
December 31,
2024 2023
(Millions)
Gross deferred income tax liabilities:
Property, plant and equipment
$ 4,501 $ 3,541
Investments
1,733 1,740
Other
193 146
Total gross deferred income tax liabilities 6,427 5,427
Gross deferred income tax assets:
Accrued liabilities
1,146 868
Corporate alternative minimum tax credits
108 —
Foreign tax credits — 35
Federal loss carryovers
325 398
Disallowed business interest expense carryforward
247 67
State losses and credits
224 293
Other
92 103
Total gross deferred income tax assets 2,142 1,764
Less valuation allowance 91 183
Net deferred income tax assets 2,051 1,581
Deferred income tax liabilities $ 4,376 $ 3,846
The valuation allowance at December 31, 2024 and 2023 serves to reduce the available deferred income tax assets to an amount that will, more likely than not, be realized. Williams considered all available positive and negative evidence, which incorporates available tax planning strategies, and management’s estimate of future reversals of existing taxable temporary differences and has determined that a portion of its deferred income tax assets related to State losses and credits may not be realized. The change from prior year for the Foreign tax credits reflects a decrease of $ 35 million due to its expiration in 2024. The amounts presented in the table above are, with respect to state items, before any federal benefit. The change from prior year for the State losses and credits reflects increases in losses and credits generated in the current and prior years less losses and/or credits utilized in the current year. Williams has loss and credit carryovers in multiple state taxing jurisdictions. These attributes generally expire between 2025 and 2043 with some carryovers having indefinite carryforward periods.
Federal loss carryovers at December 31, 2024 reflect deferred tax assets on net operating loss carryovers with no expiration date.
Disallowed business interest expense carryforward reflects Williams’ federal interest expense carryforward which has no expiration date.
Cash payments for income taxes (net of refunds) were $ 68 million, $ 31 million and $ 13 million in 2024, 2023 and 2022 respectively.
During the second quarter of 2022, Williams finalized settlements for 2011 through 2014 on certain contested matters with the Internal Revenue Service (IRS) that resulted in a 2022 year-to-date tax benefit of approximately $ 45 million and Williams received cash refunds totaling $ 7 million. During the fourth quarter of 2023, Williams closed the audit for 2018 and made a $ 5 million payment.
Williams recognizes related interest and penalties as a component of Provision (benefit) for income taxes . There were no significant interest and penalties recognized for any period presented. There were no interest or penalties relating to uncertain tax positions accrued as of December 31, 2024 and December 31, 2023.
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Notes (Continued)
Consolidated U.S. Federal income tax returns are open to IRS examination for tax years after 2020. The statute of limitations for most states expires one year after expiration of the IRS statute.
Note 7 – Employee Benefit Plans
Pension Plans
Williams has noncontributory defined benefit pension plans for eligible employees hired prior to January 1, 2019. Eligible employees earn compensation credits based on a cash balance formula. As of January 1, 2020, certain active employees are no longer eligible to receive compensation credits.
Other Postretirement Benefits
Williams provides subsidized retiree medical benefits to a closed group of participants as well as retiree life insurance benefits to eligible participants. Medical benefits for Medicare eligible participants are paid through contributions to health reimbursement accounts. Benefits for all other participants are provided through a self-insured medical plan, which includes participant contributions and contains other cost-sharing features such as deductibles, co-payments, and co-insurance.
Defined Contribution Plan
Williams has a defined contribution plan for the benefit of substantially all employees. Plan participants may contribute a portion of their compensation on a pre-tax or after-tax basis. Generally, Williams matches employee contributions up to 6 percent of eligible compensation. Additionally, eligible active employees that do not receive compensation credits under the defined benefit pension plan are eligible for an additional annual fixed-percentage contribution made by Williams to the defined contribution plan. Williams’ contributions charged to expense were $ 69 million in 2024, $ 60 million in 2023, and $ 53 million in 2022.
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Notes (Continued)
Funded Status
The following table presents the changes in benefit obligations and plan assets for pension benefits and other postretirement benefits for the years indicated:
Pension Benefits Other
Postretirement Benefits
2024 2023 2024 2023
(Millions)
Change in benefit obligation:
Benefit obligation at beginning of year
$ 1,006 $ 940 $ 145 $ 152
Service cost
25 23 1 1
Interest cost
47 46 7 7
Plan participants’ contributions
— — 2 2
Benefits paid
( 73 ) ( 71 ) ( 11 ) ( 13 )
Net actuarial loss (gain) (1) ( 65 ) 68 ( 12 ) ( 4 )
Settlements
( 3 ) — — —
Net increase (decrease) in benefit obligation ( 69 ) 66 ( 13 ) ( 7 )
Benefit obligation at end of year
937 1,006 132 145
Change in plan assets:
Fair value of plan assets at beginning of year
1,167 1,117 262 253
Actual return on plan assets
88 120 16 17
Employer contributions
4 1 3 3
Plan participants’ contributions
— — 2 2
Benefits paid
( 73 ) ( 71 ) ( 11 ) ( 13 )
Settlements
( 3 ) — — —
Net increase (decrease) in fair value of plan assets 16 50 10 9
Fair value of plan assets at end of year
1,183 1,167 272 262
Funded status — overfunded (underfunded) $ 246 $ 161 $ 140 $ 117
Amounts recognized in the Consolidated Balance Sheet:
Noncurrent assets $ 270 $ 187 $ 143 $ 120
Current liabilities ( 4 ) ( 4 ) ( 3 ) ( 3 )
Noncurrent liabilities ( 20 ) ( 22 ) — —
Funded status — overfunded (underfunded) $ 246 $ 161 $ 140 $ 117
Accumulated benefit obligation $ 929 $ 998
____________
(1) 2024 amounts are due primarily to changes in the following factors: Pension Benefits - discount rate assumptions and interest crediting rate assumption; Other Postretirement Benefits - discount rate assumption. 2023 amounts are due primarily to changes in the following factors: Pension Benefits - interest crediting rate assumption and discount rate assumptions.
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Notes (Continued)
The following table summarizes information for pension plans with obligations in excess of plan assets at December 31.
2024 2023
(Millions)
Projected benefit obligation $ 23 $ 26
Accumulated benefit obligation 22 24
Fair value of plan assets — —
Pre-tax amounts recognized in Accumulated other comprehensive income (loss) at December 31 are as follows:
Pension Benefits Other
Postretirement Benefits
2024 2023 2024 2023
(Millions)
Net actuarial gain (loss) $ 49 $ ( 45 ) $ 20 $ 19
Additionally, as of December 31, 2024 and 2023, Williams has $ 139 million and $ 123 million, respectively, of pension and other postretirement plan amounts included in regulatory liabilities associated with its gas pipeline companies.
Net Periodic Benefit Cost (Credit)
Net periodic benefit cost (credit) for the years ended December 31 consist of the following:
Pension Benefits Other
Postretirement Benefits
2024 2023 2022 2024 2023 2022
(Millions)
Components of net periodic benefit cost (credit):
Service cost
$ 25 $ 23 $ 28 $ 1 $ 1 $ 1
Interest cost
47 46 31 7 7 6
Expected return on plan assets
( 60 ) ( 57 ) ( 44 ) ( 11 ) ( 10 ) ( 10 )
Amortization of net actuarial loss (gain)
— 5 12 ( 5 ) ( 3 ) —
Net actuarial loss from settlements
1 — 3 — — —
Reclassification to regulatory liability
— — — — — 1
Net periodic benefit cost (credit) (1) $ 13 $ 17 $ 30 $ ( 8 ) $ ( 5 ) $ ( 2 )
____________
(1) Components other than Service cost are included in Other income (expense) – net below Operating income (loss) in Williams’ Consolidated Statement of Income .
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Notes (Continued)
Items Recognized in Other Comprehensive Income (Loss)
Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss) before taxes for the years ended December 31 consist of the following:
Pension Benefits Other
Postretirement Benefits
2024 2023 2022 2024 2023 2022
(Millions)
Net actuarial gain (loss) arising during the year $ 93 $ ( 5 ) $ ( 14 ) $ 3 $ 3 $ 14
Amortization of net actuarial loss (gain)
— 5 12 ( 2 ) ( 2 ) —
Net actuarial loss from settlements 1 — 3 — — —
Total recognized in Other comprehensive income (loss)
$ 94 $ — $ 1 $ 1 $ 1 $ 14
Key Assumptions
The weighted-average assumptions utilized to determine benefit obligations and Net periodic benefit cost (credit) as of December 31 are as follows:
Pension Benefits Other
Postretirement Benefits
2024 2023 2022 2024 2023 2022
Benefit obligations:
Discount rate 5.60 % 4.98 % 5.16 % 5.67 % 5.01 % 5.20 %
Rate of compensation increase 3.48 3.52 3.58 N/A N/A N/A
Cash balance interest crediting rate 4.00 4.50 3.50 N/A N/A N/A
Net periodic benefit cost (credit):
Discount rate 4.98 % 5.16 % 2.84 % 5.01 % 5.20 % 2.93 %
Expected long-term rate of return on plan assets 5.31 5.17 3.81 4.16 4.04 3.67
Rate of compensation increase 3.52 3.58 3.67 N/A N/A N/A
Cash balance interest crediting rate 4.50 3.50 3.00 N/A N/A N/A
Williams uses mortality tables issued by the Society of Actuaries to measure the benefit obligations.
The assumed health care cost trend rate for 2025 is 9.2 percent. This rate decreases to 4.5 percent by 2034 .
Plan Assets
The plans’ investment objectives include a framework to manage the volatility of the plans’ funded status and minimize future cash contributions. The plans follow a policy of diversifying the investments across various asset classes, strategies, and investment managers. In order to mitigate risks associated with investing, the investment policy for the pension plans defines target asset allocation percentages and outlines types of investments that are authorized and not authorized under the policy. The December 31, 2024, target asset allocation was 25 percent equity securities and 75 percent fixed income securities, including investments in equity and fixed income commingled investment funds and separate accounts.
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Notes (Continued)
The fair values of Williams’ pension and other postretirement benefits plan assets by asset class at December 31 are as follows:
2024
Pension Benefits Other Postretirement Benefits
Level 1 (1) Level 2 (2) Total Level 1 (1) Level 2 (2) Total
(Millions)
Cash management funds $ 29 $ — $ 29 $ 103 $ — $ 103
Government debt securities 74 19 93 11 3 14
Corporate debt securities — 295 295 — 43 43
Other 1 4 5 — — —
$ 104 $ 318 422 $ 114 $ 46 160
Commingled investment funds (3):
Equities 292 43
Fixed income 469 69
Total assets at fair value $ 1,183 $ 272
2023
Pension Benefits Other Postretirement Benefits
Level 1 (1) Level 2 (2) Total Level 1 (1) Level 2 (2) Total
(Millions)
Cash management funds $ 17 $ — $ 17 $ 99 $ — $ 99
Government debt securities 61 17 78 9 2 11
Corporate debt securities — 311 311 — 44 44
Other 2 5 7 1 — 1
$ 80 $ 333 413 $ 109 $ 46 155
Commingled investment funds (3):
Equities 287 41
Fixed income 467 66
Total assets at fair value $ 1,167 $ 262
____________
(1) Level 1 includes assets with fair values based on quoted prices in active markets for identical assets. Cash management funds and U.S. Treasury securities are included in this level.
(2) Level 2 includes assets with fair values determined by using significant other observable inputs. This level includes fixed income securities, other than U.S. Treasury securities, that are valued primarily using pricing models which incorporate observable inputs such as benchmark yields, reported trades, broker/dealer quotes, and issuer spreads.
(3) The commingled investment funds are measured at fair value using net asset value per share. Certain standard withdrawal restrictions generally apply, which may include redemption notification periods ranging from 1 day to 15 days.
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Notes (Continued)
Plan Benefit Payments and Employer Contributions
Following are the expected benefit payments, which reflect the same assumptions previously discussed and future service as appropriate.
Pension
Benefits Other
Postretirement
Benefits
(Millions)
2025
$ 101 $ 11
2026
95 11
2027
91 11
2028
87 11
2029
83 10
2030-2034
389 48
In 2025, Williams expects to contribute approximately $ 1 million to the pension plans and approximately $ 3 million to the other postretirement benefit plan.
Note 8 – Investing Activities
Equity-Method Investments
Ownership Interest at December 31, 2024
December 31,
2024 2023
(Millions)
Appalachia Midstream Investments (1) $ 2,810 $ 2,886
OPPL 50 % 385 387
Blue Racer 50 % 366 398
Gulfstream 50 % 196 210
Laurel Mountain 69 % 171 184
Discovery (2)
100 % — 361
Other Various 179 188
$ 4,107 $ 4,614
___________
(1) Includes equity-method investments in multiple gathering systems in the Marcellus Shale region with an approximate average 66 percent interest.
(2) Discovery is a wholly owned subsidiary of Williams as of August 1, 2024. See Note 3 – Acquisitions and Divestitures.
Basis differential
The carrying value of Appalachia Midstream Investments exceeds Williams’ portion of the underlying net assets by approximately $ 1 billion and $ 1.1 billion at December 31, 2024 and 2023, respectively. These differences were assigned at the acquisition date to property, plant, and equipment and customer relationship intangible assets.
Certain other equity-method investments have a carrying value less than Williams’ portion of the underlying equity in the net assets primarily due to other than temporary impairments that Williams recognized but were not required to be recognized in the investees’ financial statements. These differences total approximately $ 634 million and $ 773 million at December 31, 2024 and 2023, respectively, and were assigned to property, plant, and equipment and customer relationship intangible assets. Differences in the carrying value of Williams’ equity-method investments and its portion of the equity in the underlying net assets are generally amortized over the remaining
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Notes (Continued)
useful lives of the associated underlying assets and included in Equity earnings (losses) within Williams’ Consolidated Statement of Income.
Purchases of and contributions to equity-method investments
Williams generally funds its portion of significant expansion or development projects of these investees through additional capital contributions. These transactions increased the carrying value of Williams’ investments and included:
Year Ended December 31,
2024 2023 2022
(Millions)
Appalachia Midstream Investments $ 74 $ 59 $ 83
Discovery 37 40 41
OPPL
2 1 —
Aux Sable Liquid Products LP
1 38 —
Cardinal Pipeline Company, LLC — — 16
Gulfstream — — 14
Other — 3 12
$ 114 $ 141 $ 166
Dividends and distributions
The organizational documents of entities in which Williams has an equity-method investment generally require distribution of available cash to members on at least a quarterly basis. These transactions reduced the carrying value of its investments and included:
Year Ended December 31,
2024 2023 2022
(Millions)
Appalachia Midstream Investments $ 407 $ 405 $ 415
Gulfstream 103 98 89
Blue Racer
95 62 49
OPPL
90 56 34
Laurel Mountain
29 42 112
Discovery 22 49 49
RMM — 49 52
Other 43 35 65
$ 789 $ 796 $ 865
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Notes (Continued)
Summarized Financial Position and Results of Operations of All Equity-Method Investments
December 31,
2024 2023
(Millions)
Assets (liabilities):
Current assets
$ 564 $ 669
Noncurrent assets
9,439 11,058
Current liabilities
( 1,146 ) ( 358 )
Noncurrent liabilities
( 2,383 ) ( 3,619 )
Year Ended December 31,
2024 2023 2022
(Millions)
Gross revenue $ 2,880 $ 3,714 $ 5,520
Operating income 1,190 966 1,268
Net income 987 748 1,102
Sale of Aux Sable Interest
On August 1, 2024, Williams completed the sale of its equity-method investments in Aux Sable Liquid Products Inc., Aux Sable Liquid Products LP, and Aux Sable Midstream LLC (collectively, “Aux Sable”) in Williams’ Northeast G&P segment for total consideration of $ 161 million. As a result of this sale, Williams recorded a gain of $ 149 million in the third quarter of 2024. The gain is reflected in Other investing income (loss) – net in Williams’ Consolidated Statement of Income.
Other investing income (loss) – net
The following table presents certain items reflected in Other investing income (loss) – net in Williams’ Consolidated Statement of Income:
Year Ended December 31,
2024 2023 2022
(Millions)
Gain on sale of Aux Sable investments
$ 149 $ — $ —
Gain on remeasurement of Discovery investment (Note 3)
127 — —
Interest income
67 79 15
Gain on remeasurement of RMM investment (Note 3)
— 30 —
Other
— ( 1 ) 1
$ 343 $ 108 $ 16
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Notes (Continued)
Note 9 – Property, Plant, and Equipment
The following tables present Property, plant, and equipment – net for the years ended:
Williams
Estimated
Useful Life (1)
(Years) Depreciation
Rates (1)
(%) December 31,
2024 2023
(Millions)
Nonregulated:
Natural gas gathering and processing facilities 5 - 40
$ 23,134 $ 21,357
Construction in progress Not applicable 1,543 1,138
Oil and gas properties Units of production 1,685 1,111
Other 0 - 45
4,798 3,268
Regulated:
Natural gas transmission facilities 0 - 25
1.25 - 10.2
22,763 21,083
Construction in progress Not applicable Not applicable 542 1,124
Other 5 - 45
0.00 - 33.33
2,930 2,761
Total property, plant, and equipment, at cost 57,395 51,842
Accumulated depreciation and amortization ( 18,703 ) ( 17,531 )
Property, plant, and equipment — net $ 38,692 $ 34,311
Depreciation and amortization expense for Property, plant, and equipment – net was $ 1.8 billion, $ 1.7 billion, and $ 1.5 billion in 2024, 2023, and 2022, respectively.
Interest capitalized was $ 68 million, $ 54 million, and $ 20 million in 2024, 2023, and 2022, respectively.
Regulated Property, plant, and equipment – net includes approximately $ 354 million and $ 389 million at December 31, 2024 and 2023, respectively, related to the purchase price allocation of $ 1.5 billion to property, plant and equipment and adjustments to deferred taxes in excess of original cost from Williams’ purchase of Transco in 1995. This amount is being amortized over 40 years using the straight-line amortization method. Current FERC policy does not permit recovery through rates for amounts in excess of original cost of construction.
Transco
Depreciation
Rates (1)
(%) December 31,
2024 2023
(Millions)
Onshore transmission facilities
2.50 - 7.13
$ 17,242 $ 16,031
Offshore transmission facilities
1.25
659 681
Storage facilities
1.86 - 2.05
948 830
Gathering facilities
0.00 - 1.00
136 158
Construction in progress
Not applicable 420 1,008
Other
1.77 - 20.00
639 585
Total property, plant, and equipment, at cost 20,044 19,293
Accumulated depreciation and amortization ( 5,941 ) ( 5,963 )
Property, plant, and equipment — net $ 14,103 $ 13,330
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Notes (Continued)
NWP
Depreciation
Rates (1)
(%) December 31,
2024 2023
(Millions)
Transmission facilities
2.70 - 10.20
$ 3,821 $ 3,570
Storage facilities
1.60 - 2.76
160 155
Construction in progress
Not applicable 66 85
Other
0.00 - 33.33
171 165
Total property, plant, and equipment, at cost 4,218 3,975
Accumulated depreciation and amortization ( 2,089 ) ( 2,026 )
Property, plant, and equipment — net $ 2,129 $ 1,949
__________
(1) Estimated useful life and depreciation rates are presented as of December 31, 2024. Depreciation rates and estimated useful lives for regulated assets are prescribed by the FERC.
Asset Retirement Obligations
Williams’ accrued obligations primarily relate to offshore platforms and pipelines, oil and gas properties, gas transmission pipelines and facilities, underground storage caverns, gas processing, fractionation, and compression facilities, and gas gathering well connections and pipelines. At the end of the useful life of each respective asset, Williams is legally obligated to dismantle offshore platforms and appropriately abandon offshore pipelines, to remove certain components of gas transmission facilities from the ground, to restore land and remove surface equipment at gas processing, fractionation, and compression facilities, to cap certain gathering pipelines at the wellhead connection and remove any related surface equipment, to plug storage caverns and remove any related surface equipment, and to plug producing wells and remove any related surface equipment.
The following tables present the significant changes to AROs, of which $ 2.548 billion and $ 1.978 billion are included in Regulatory liabilities, deferred income, and other with the remaining current portion in Other current liabilities at December 31, 2024 and 2023, respectively.
Williams
Year Ended December 31,
2024 2023
(Millions)
Balance at beginning of year $ 2,084 $ 1,914
Liabilities incurred (1)
474 42
Liabilities settled ( 68 ) ( 43 )
Accretion 118 97
Revisions (2)
31 74
Balance at end of year $ 2,639 $ 2,084
___________
(1) Includes $ 250 million, $ 106 million, and $ 114 million of ARO in 2024 related to the Discovery, Gulf Coast Storage, and Crowheart Acquisitions, respectively.
(2) Several factors are considered in the annual review process, including inflation rates, current estimates for removal cost, market risk premiums, discount rates, and the estimated remaining useful life of the assets.
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Notes (Continued)
Transco
Year Ended December 31,
2024 2023
(Millions)
Balance at beginning of year $ 619 $ 563
Liabilities incurred
— 8
Liabilities settled
( 32 ) ( 23 )
Accretion
29 31
Revisions (1)
( 1 ) 40
Balance at end of year $ 615 $ 619
___________
(1) Changes in estimates of existing obligations are primarily due to the annual review process, which considers various factors including inflation rate, current estimates for removal costs, discount rates, and the estimated remaining life of assets.
The funds Transco collects through a portion of its rates to fund its AROs are deposited into an external trust account dedicated to funding its AROs (ARO Trust). (See Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk.)
NWP
Year Ended December 31,
2024 2023
(Millions)
Balance at beginning of year $ 136 $ 129
Accretion
8 7
Balance at end of year $ 144 $ 136
NWP’s gross regulatory asset balances associated with ARO as of December 31, 2024 and 2023 were $ 124 million and $ 116 million, respectively. NWP’s regulatory asset is expected to be fully recovered through the negative salvage component of depreciation included in NWP’s rates; as such, the negative salvage component of accumulated depreciation collected through rates and reflected as a regulatory liability has been netted with the ARO regulatory asset to result in a regulatory liability of $ 30 million and $ 31 million at December 31, 2024 and 2023, respectively (See Note 10 – Regulatory Assets and Liabilities).
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Notes (Continued)
Note 10 – Regulatory Assets and Liabilities
The components of regulatory assets and liabilities include the effects of deferred taxes on equity funds used during construction, AROs, shipper imbalance activity, fuel and power cost differentials, depreciation, negative salvage, pension and other postretirement benefits, trackers, customer tax refunds, and rate allowances for deferred income taxes at a historically higher federal income tax rate.
Williams
December 31,
2024 2023
(Millions)
Current assets reported within Other current assets and deferred charges
$ 84 $ 95
Noncurrent assets reported within Regulatory assets, deferred charges, and other
582 527
Total regulatory assets $ 666 $ 622
Current liabilities reported within Other current liabilities
$ 85 $ 77
Noncurrent liabilities reported within Regulatory liabilities, deferred income, and other
1,300 1,288
Total regulatory liabilities $ 1,385 $ 1,365
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Transco
December 31,
2024 2023
(Millions)
Current regulatory assets:
Fuel recovery $ 47 $ 60
ARO 16 16
Deferred cash out 6 6
ARO - Eminence 5 5
Total current regulatory assets 74 87
Long-term regulatory assets:
ARO 243 209
Grossed-up deferred taxes on equity AFUDC 29 31
ARO - Eminence 15 20
Slug catcher 6 6
Deferred cash out — 11
Other 27 22
Total long-term regulatory assets 320 299
Total regulatory assets $ 394 $ 386
Current regulatory liabilities:
Deferred taxes - liability $ 31 $ 31
Postretirement benefits other than pension — 8
Electric power cost 26 7
Pension — 2
Other 1 1
Total current regulatory liabilities 58 49
Long-term regulatory liabilities:
Negative salvage 632 605
Deferred taxes - liability 252 283
Postretirement benefits other than pension 31 23
Pension 30 24
Sentinel meter station depreciation 7 7
Other 24 14
Total long-term regulatory liabilities 976 956
Total regulatory liabilities $ 1,034 $ 1,005
The significant regulatory assets and liabilities include:
Fuel recovery : This amount represents the value of the cumulative volumetric difference between the gas retained from customers and the gas consumed in operations. These amounts are not included in the rate base, but assets and liabilities are expected to be recovered or refunded, respectively, in subsequent annual fuel tracker filings.
Electric power cost : This amount represents the value of the difference between the electric power costs recovered from our customers and the electric power costs incurred in operations. These amounts are expected to be recovered by changing the electric power reimbursement rate in subsequent annual electric power tracker filings.
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ARO : This regulatory asset balance includes the uncollected ARO depreciation expense and accretion expense. The regulatory asset is being recovered through rates, and is being amortized to expense consistent with the amounts collected in rates (see AROs in Note 9 – Property, Plant, and Equipment).
Deferred cash out : This amount represents the deferral of gains or losses on the purchases and sales of gas imbalances with shippers. These assets and liabilities amounts will be recovered or refunded, respectively, under terms provided for in Transco’s FERC tariff.
Asset retirement costs - Eminence : This regulatory asset balance is associated with the Eminence Storage Field retirement costs. The regulatory asset is being recovered through rates and is being amortized to expense consistent with the amounts collected in rates.
Grossed-up deferred taxes on equity AFUDC : This regulatory asset balance is established to offset the deferred tax for the equity component of the allowance for funds used during the construction of long-lived assets. All amounts were generated during the period that Transco was a taxable entity. Taxes on capitalized funds used during construction and the offsetting deferred income taxes are included in the rate base and are recovered over the depreciable lives of the long-lived assets to which they relate.
Slug catcher: This amount represents certain costs associated with the replacement of a component of a slug catcher which was included in the Docket No. RP18-1126 rate case settlement. A regulatory asset has been established to recognize the recovery of Transco’s investment in the slug catcher as it is collected through Transco’s depreciation rates and is being amortized at the prescribed depreciation rate for onshore transmission facilities (see Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies).
Negative salvage: Transco’s rates include a component designed to recover certain future retirement costs for which it is not required to record an ARO. Transco records a regulatory liability representing the cumulative residual amount of recoveries through rates, net of expenditures associated with these retirement costs.
Deferred taxes - liability : This regulatory liability balance was established as a result of a decrease to rate base deferred taxes due to a decrease to the effective federal income tax rate. The timing of the refund of the regulatory liability to rate payers is stated in the Docket No. RP18-1126 rate case settlement. Additionally, as of December 31, 2024, Transco has $ 13 million of rate base deferred taxes established as a result of a decrease to the effective state income tax rate. This amount and timing of the refund is being addressed in Transco’s ongoing rate case.
Postretirement benefits other than pension: Transco recovers the actuarially determined cost of postretirement benefits through rates that are set through periodic general rate filings. Any differences between the annual actuarially determined cost and the amounts recovered in rates are recorded as regulatory assets or liabilities to be collected or refunded through future rate adjustments. These amounts are not included in the rate base. Effective with the Docket No. RP18-1126 rate case settlement, the other postretirement benefits regulatory liability balance as of March 1, 2019, was fully amortized in 2024 (see Note 7 – Employee Benefit Plans).
Pension: Transco recovers the actuarially determined pension cash contributions through rates that are set through periodic general rate filings. Effective with the Docket No. RP18-1126 rate case settlement, any amounts of annual contributions that fall below the threshold are recorded as adjustments to income and refunded through future rate adjustments. Also effective with the Docket No. RP18-1126 rate case settlement, the pension regulatory liability balance as of March 1, 2019, was fully amortized in 2024 (see Note 7 – Employee Benefit Plans).
Sentinel meter station depreciation: This amount reflects the incremental depreciation being recorded related to the meter station modifications made for three of the Sentinel shippers. These modifications will be recovered through a surcharge over a defined period of time as stated in the Sentinel FERC order. The incremental depreciation represents the difference between the FERC granted depreciation rate for such facilities in the last rate case as compared to the depreciation rates in the Sentinel order which are based on the contractual terms in the surcharge agreements. The incremental depreciation will be recorded through the end of the contractual term and then will be amortized.
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NWP
December 31,
2024 2023
(Millions)
Current regulatory assets:
Fuel recovery $ 4 $ —
Levelized depreciation 2 2
Total current regulatory assets 6 2
Long-term regulatory assets:
Levelized depreciation 7 10
Grossed-up deferred taxes on equity AFUDC 4 4
Washington State Carbon and Greenhouse Gas Tax 38 22
Total long-term regulatory assets
49 36
Total regulatory assets $ 55 $ 38
Current regulatory liabilities:
Deferred taxes - liability $ 20 $ 20
Fuel recovery — 1
Total current regulatory liabilities 20 21
Long-term regulatory liabilities:
Deferred taxes - liability 160 179
Postretirement benefits other than pension 43 42
Negative salvage - net 30 31
Total long-term regulatory liabilities 233 252
Total regulatory liabilities $ 253 $ 273
The significant regulatory assets and liabilities include:
Fuel recovery : This amount represents the value of the cumulative volumetric difference between the gas retained from customers and the gas consumed in operations. These amounts are not included in the rate base, but assets and liabilities are expected to be recovered or refunded, respectively, in subsequent annual fuel tracker filings.
Levelized depreciation : Levelized depreciation allows contract revenue streams to remain constant over the primary contract terms by recognizing lower than book depreciation in the early years and higher than book depreciation in later years. The depreciation component of the levelized incremental rates will equal the accumulated book depreciation by the end of the primary contract terms. The difference between levelized depreciation and straight-line book depreciation is recorded as a FERC approved regulatory asset or liability and is eliminated over the levelization period.
Grossed-up deferred taxes on equity AFUDC : This regulatory asset balance is established to offset the deferred tax for the equity component of the allowance for funds used during the construction of long-lived assets. All amounts were generated during the period that NWP was a taxable entity. Taxes on capitalized funds used during construction and the offsetting deferred income taxes are included in the rate base and are recovered over the depreciable lives of the long-lived assets to which they relate.
Washington State Carbon and Greenhouse Tax : This amount represents the cost of emission allowances and the associated accumulated interest as a result of the passage of the state of Washington Climate Commitment Act
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that took effect January 1, 2023. NWP’s Settlement allows it to recover the costs of purchasing allowances under the program in NWP’s next rate case.
Deferred taxes - liability : This regulatory liability balance was established as a result of a decrease to rate base deferred taxes due to a decrease to the effective federal and state income tax rates. The timing of the refund of the regulatory liability to rate payers is stated in the Docket No. RP22-1155 rate case settlement.
Postretirement benefits other than pension: NWP seeks to recover the actuarially determined cost of postretirement benefits through rates that are set through periodic general rate filings. Any differences between the annual actuarially determined cost and amounts currently being recovered in rates are recorded as regulatory assets or liabilities and collected or refunded through future rate adjustments. These amounts are not included in the rate base, and NWP is not currently recovering postretirement benefit costs in its rates (see Note 7 – Employee Benefit Plans).
Negative salvage, net of ARO asset : This regulatory liability balance reflects the amount that NWP has recovered in rates related to future retirement costs offset by depreciation of the ARO asset and accretion expense of the ARO liability due to the passage of time. AROs are expected to be fully recovered through the net negative salvage component of depreciation included in rates (see AROs in Note 9 – Property, Plant, and Equipment).
Note 11 – Goodwill and Other Intangible Assets
Goodwill
Changes in the carrying amount of goodwill, included in Intangible assets – net of accumulated amortization in Williams’ Consolidated Balance Sheet, by reportable segment for the years indicated are as follows:
Transmission & Gulf of America West
Total
(Millions)
December 31, 2022 $ — $ — $ —
MountainWest Acquisition (Note 3)
400 — 400
Cureton Acquisition (Note 3)
— 6 6
RMM Acquisition (Note 3)
— 57 57
December 31, 2023 400 63 463
Cureton Acquisition (Note 3)
— 5 5
RMM Acquisition (Note 3)
— ( 2 ) ( 2 )
December 31, 2024 $ 400 $ 66 $ 466
Goodwill is not subject to amortization, but is evaluated at least annually for impairment or more frequently if impairment indicators are present. Williams did not identify or recognize any impairments to goodwill in connection with the evaluation of goodwill for impairment during the year ended December 31, 2024.
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Other Intangible Assets
The gross carrying amount and accumulated amortization of other intangible assets, included in Intangible assets – net of accumulated amortization in Williams’ Consolidated Balance Sheet, at December 31 are as follows:
2024 2023
Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization
(Millions)
Customer relationships $ 10,239 $ ( 3,523 ) $ 10,237 $ ( 3,155 )
Transportation and storage capacity contracts 267 ( 244 ) 267 ( 223 )
Other
6 ( 2 ) 6 ( 2 )
Other intangible assets
$ 10,512 $ ( 3,769 ) $ 10,510 $ ( 3,380 )
Customer Relationships
Customer relationships primarily relate to gas gathering, processing, and fractionation contractual customer relationships recognized in acquisitions. Contractual customer relationships are being amortized on a straight-line basis over periods of up to 30 years, which represents the term over which the contractual customer relationships are expected to contribute to cash flows.
Williams expenses costs incurred to renew or extend the terms of its gas gathering, processing, and fractionation contracts with customers. Although a significant portion of the expected future cash flows associated with these contractual customer relationships are dependent on the ability to renew or extend the arrangements beyond the initial contract periods, these expected future cash flows are significantly influenced by the scope and pace of Williams’ producer customers’ drilling programs. Once producer customers’ wells are connected to Williams’ gathering infrastructure, their likelihood of switching to another provider before the wells are abandoned is reduced due to the significant capital investment required.
The amortization expense related to customer relationships was $ 368 million, $ 360 million, and $ 353 million in 2024, 2023, and 2022, respectively. The estimated amortization expense for each of the next five succeeding fiscal years is $ 368 million, $ 364 million, $ 360 million, $ 360 million, and $ 360 million.
Transportation and Storage Capacity Contracts
Certain transportation and storage capacity contracts were recognized as intangible assets as part of the acquisition of Sequent in 2021. The amortization expense related to transportation and storage capacity contracts was $ 21 million, $ 51 million, and $ 158 million in 2024, 2023, and 2022, respectively. The estimated amortization expense for each of the next five succeeding fiscal years is $ 10 million, $ 7 million, $ 4 million, $ 2 million, and $ 0 million .
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Notes (Continued)
Note 12 – Other Current Liabilities
Williams
December 31,
2024 2023
(Millions)
Interest on debt $ 350 $ 322
Employee costs 285 197
Contract liabilities (Note 5) 170 159
Alaska refinery contamination litigation (Note 1) — 134
Asset retirement obligations (Note 9) 91 106
Regulatory liabilities (Note 10) 85 77
Operating lease liabilities (Note 14) 26 24
Other, including accrued loss contingencies 353 265
$ 1,360 $ 1,284
Transco
December 31,
2024 2023
(Millions)
Interest on debt $ 76 $ 76
Contract liabilities 10 10
Customer deposits 38 35
Other 57 69
$ 181 $ 190
NWP
December 31,
2024 2023
(Millions)
Interest on debt $ 6 $ 6
Taxes, other than income taxes 8 7
Contract liabilities — 1
Transportation and gas exchange payables 10 5
Other 10 15
$ 34 $ 34
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Notes (Continued)
Note 13 – Debt and Banking Arrangements
Long-Term Debt by Issuing Entity
December 31,
2024 2023
(Millions)
Transco:
7.08 % Debentures due 2026
$ 8 $ 8
7.25 % Debentures due 2026
200 200
7.85 % Notes due 2026
1,000 1,000
4 % Notes due 2028
400 400
3.25 % Notes due 2030
700 700
5.4 % Notes due 2041
375 375
4.45 % Notes due 2042
400 400
4.6 % Notes due 2048
600 600
3.95 % Notes due 2050
500 500
Other financing obligation — Atlantic Sunrise 764 790
Other financing obligation — Leidy South 75 76
Other financing obligation — Dalton 247 250
Unamortized debt issuance costs
( 23 ) ( 26 )
Net unamortized debt premium (discount)
( 11 ) ( 12 )
Total debt — Transco
$ 5,235 $ 5,261
MountainWest:
3.53 % Notes due 2028 (Note 3)
$ 100 $ 100
3.91 % Notes due 2038 (Note 3)
150 150
4.875 % Notes due 2041 (Note 3)
180 180
Net unamortized debt premium (discount)
( 58 ) ( 61 )
Total debt — MountainWest
$ 372 $ 369
NWP:
7.125 % Debentures due 2025
$ 85 $ 85
4 % Notes due 2027
500 500
Unamortized debt issuance costs
( 1 ) ( 2 )
Net unamortized debt premium (discount)
( 2 ) ( 2 )
Total debt — NWP
$ 582 $ 581
Williams:
4.3 % Notes due 2024
$ — $ 1,000
4.55 % Notes due 2024
— 1,250
3.9 % Notes due 2025
750 750
4 % Notes due 2025
750 750
5.4 % Notes due 2026
1,100 1,100
7.7 % Notes due 2027
2 2
3.75 % Notes due 2027
1,450 1,450
5.3 % Notes due 2028
900 900
4.9 % Notes due 2029
1,100 —
4.8 % Notes due 2029
450 —
3.5 % Notes due 2030
1,000 1,000
2.6 % Notes due 2031
1,500 1,500
7.5 % Debentures due 2031
339 339
7.75 % Notes due 2031
252 252
8.75 % Notes due 2032
445 445
4.65 % Notes due 2032
1,000 1,000
5.65 % Notes due 2033
750 750
5.15 % Notes due 2034
1,300 —
6.3 % Notes due 2040
1,250 1,250
5.8 % Notes due 2043
400 400
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Notes (Continued)
December 31,
2024 2023
(Millions)
5.4 % Notes due 2044
500 500
5.75 % Notes due 2044
650 650
4.9 % Notes due 2045
500 500
5.1 % Notes due 2045
1,000 1,000
4.85 % Notes due 2048
800 800
3.5 % Notes due 2051
650 650
5.3 % Notes due 2052
750 750
5.8 % Notes due 2054
750 —
Unamortized debt issuance costs
( 130 ) ( 112 )
Net unamortized debt premium (discount)
( 41 ) ( 39 )
Total debt — Williams
$ 20,167 $ 18,837
RMM deferred consideration obligation (Note 3) — 665
Gulf Coast Storage deferred consideration obligation (Note 3)
100 —
Total debt
$ 26,456 $ 25,713
Long-term debt due within one year — Williams
( 1,600 ) ( 2,305 )
Long-term debt due within one year — Transco
( 35 ) ( 32 )
Long-term debt due within one year — NWP
( 85 ) —
Long-term debt $ 24,736 $ 23,376
Certain of Williams’ debt agreements contain covenants that restrict or limit, among other things, its ability to create liens supporting indebtedness, sell assets, and incur additional debt. Default of these agreements could also restrict Williams’ ability to make certain distributions or repurchase equity.
The following table presents aggregate minimum maturities of long-term debt, other financing obligations, and the Gulf Coast Storage deferred consideration obligation, excluding net unamortized debt premium (discount) and debt issuance costs, for each of the next five years:
December 31, 2024
(Millions)
Williams:
2025 $ 1,720
2026 2,345
2027 1,994
2028 1,445
2029 1,600
Transco:
2025 $ 35
2026 1,245
2027 41
2028 445
2029 50
NWP:
2025 $ 85
2027 500
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Notes (Continued)
Issuances
Williams senior unsecured public debt issuances for the past three years and subsequent to the balance sheet date are as follows:
Issue Date
Maturity Date
Amount
Rate
(Millions)
January 9, 2025
March 15, 2035 $ 1,000 5.600 %
January 9, 2025
March 15, 2055 500 6.000 %
August 13, 2024 November 15, 2029 450 4.800 %
August 13, 2024 (1) March 15, 2034 300 5.150 %
August 13, 2024 November 15, 2054 750 5.800 %
January 5, 2024 March 15, 2029 1,100 4.900 %
January 5, 2024 March 15, 2034 1,000 5.150 %
August 10, 2023 (2) March 2, 2026 350 5.400 %
August 10, 2023 August 15, 2028 900 5.300 %
March 2, 2023 March 2, 2026 750 5.400 %
March 2, 2023 March 15, 2033 750 5.650 %
August 8, 2022 August 15, 2032 1,000 4.650 %
August 8, 2022 August 15, 2052 750 5.300 %
________________
(1) Additional issuance of the 5.15 percent senior notes due 2034 issued on January 5, 2024, and trade interchangeably with such notes.
(2) Additional issuance of the 5.40 percent senior notes due 2026 issued on March 2, 2023, and trade interchangeably with such notes.
Retirements
Williams’ senior unsecured public debt retirements for the past three years and subsequent to the balance sheet date are as follows:
Date of Retirement
Maturity Date
Amount
Rate
(Millions)
January 15, 2025 January 15, 2025 $ 750 3.900 %
June 24, 2024 June 24, 2024 1,250 4.550 %
March 4, 2024 March 4, 2024 1,000 4.300 %
November 15, 2023 November 15, 2023 600 4.500 %
October 17, 2022 January 15, 2023 850 3.700 %
May 16, 2022 August 15, 2022 750 3.350 %
January 18, 2022 March 15, 2022 1,250 3.600 %
Other financing obligations
During the construction of the Atlantic Sunrise, Leidy South, and Dalton projects, Transco received funding from co-owners for their proportionate share of construction costs. Amounts received were recorded within
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Notes (Continued)
noncurrent liabilities and the costs associated with construction were capitalized. Upon placing these projects into service Transco began utilizing the co-owners’ undivided interest in the assets, including the associated pipeline capacity, and reclassified the funding previously received from its co-owners from noncurrent liabilities to debt. The obligations, which mature in 2038, 2041, and 2052, respectively, require monthly interest and principal payments and bear interest rates of approximately 9 percent, 13 percent, and 9 percent, respectively.
Credit Facility
December 31, 2024
Stated Capacity Outstanding
(Millions)
Long-term credit facility (1) $ 3,750 $ —
Letters of credit under certain bilateral bank agreements 15
________________
(1) In managing its available liquidity, Williams does not expect a maximum outstanding amount in excess of the capacity of its credit facility inclusive of any outstanding amounts under the commercial paper program.
Revolving credit facility
In October 2021, Williams along with Transco and NWP, the lenders named therein, and an administrative agent entered into an amended and restated credit agreement (Credit Agreement) that reduced aggregate commitments available from $ 4.5 billion to $ 3.75 billion, with up to an additional $ 500 million increase in aggregate commitments available under certain circumstances. The Credit Agreement was effective on October 8, 2021. In the second quarter of 2023, the maturity date of the Credit Agreement was extended one year and now expires October 8, 2027. The amended Credit Agreement allows the co-borrowers to request up to two extensions of the maturity date each for an additional one-year period to allow a maturity date as late as October 8, 2029, under certain circumstances. Additionally, the amended Credit Agreement replaces the London Interbank Offered Rate with the Term Secured Overnight Financing Rate as the benchmark interest rate index. The Credit Agreement allows for swing line loans up to an aggregate of $ 200 million, subject to available capacity under the credit facility, and letters of credit commitments of $ 500 million. Transco and NWP are each able to borrow up to $ 500 million under this credit facility to the extent not otherwise utilized by the other co-borrowers.
The Credit Agreement contains the following terms and conditions:
• Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets in certain circumstances, make certain distributions during an event of default, and each borrower and each borrower’s respective material subsidiaries’ ability to enter into certain restrictive agreements.
• If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments for the respective borrowers and accelerate the maturity of the loans of the defaulting borrower under the credit facility and exercise other rights and remedies.
• Other than swing line loans, each time funds are borrowed, the applicable borrower may choose from two methods of calculating interest: a fluctuating base rate equal to an alternative base rate as defined in the Credit Agreement plus an applicable margin or a periodic fixed rate equal to the Term Secured Overnight Financing Rate plus an applicable margin. Williams is required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin is determined by reference to a pricing schedule based on the applicable borrower’s senior unsecured long-term debt ratings and the commitment fee is determined by reference to a pricing schedule based on Williams’ senior unsecured long-term debt ratings.
Significant financial covenants under the Credit Agreement require Williams’ ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization), each as defined in the Credit Agreement, to be no
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Notes (Continued)
greater than 5.0 to 1.0, except that for any fiscal quarter in which the funding of the purchase price for an acquisition (whether effectuated as one or a series of related transactions) with an aggregate purchase price of $ 25 million or more has been effected, and the following two fiscal quarters (in each case subject to certain limitations), the ratio of debt to EBITDA is to be no greater than 5.5 to 1.
The ratio of debt to capitalization (defined as net worth plus debt), each as defined in the Credit Agreement, must be no greater than 65 percent for each of Transco and NWP.
Williams expects to be in compliance with these covenants for the December 31, 2024 reporting period.
Commercial Paper Program
Williams has a $ 3.5 billion commercial paper program. The maturities of the commercial paper notes vary but may not exceed 397 days from the date of issuance. The commercial paper notes are sold under customary terms in the commercial paper market and are issued at a discount from par, or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis. The net proceeds of issuances of the commercial paper notes are expected to be used to fund planned capital expenditures and for other general corporate purposes. At December 31, 2024, $ 455 million commercial paper was outstanding at a weighted-average interest rate of 4.6 percent. At December 31, 2023, $ 725 million of commercial paper was outstanding at a weighted-average interest rate of 5.6 percent.
Restrictive Debt Covenants
At December 31, 2024, none of Transco’s nor NWP’s debt instruments restrict the amount of distributions to Williams, provided, however, that under the credit facility described above, Transco or NWP are restricted from making distributions to Williams during an event of default if Transco or NWP have directly incurred indebtedness under the credit facility. The debt agreements of Transco and NWP contain restrictions on their ability to incur secured debt beyond certain levels and to guarantee certain indebtedness. The indenture governing Transco’s $ 1 billion of 7.85 percent Senior Notes due 2026 further restricts its ability to guarantee certain indebtedness. Transco and NWP expect to be in compliance with these covenants, for the December 31, 2024 reporting period.
Cash Payments for Interest by Registrant (Net of Amounts Capitalized)
Year Ended December 31,
2024 2023 2022
(Millions)
Williams $ 1,293 $ 1,152 $ 1,117
Transco 302 307 326
NWP 24 26 26
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Notes (Continued)
Note 14 – Leases
Williams, Transco, and NWP are lessees through noncancellable lease agreements for property and equipment consisting primarily of buildings, land, vehicles, and equipment used in both its operations and administrative functions.
Williams
Year Ended December 31,
2024 2023 2022
(Millions)
Lease Cost:
Operating lease cost $ 39 $ 38 $ 34
Variable lease cost 31 31 26
Sublease income — ( 1 ) —
Total lease cost $ 70 $ 68 $ 60
Cash paid for operating lease liabilities $ 37 $ 37 $ 33
December 31,
2024 2023
(Dollars in Millions)
Other Information:
Right-of-use assets (included in Regulatory assets, deferred charges, and other )
$ 154 $ 159
Operating lease liabilities:
Current (included in Other current liabilities )
$ 26 $ 24
Noncurrent (included in Regulatory liabilities, deferred income, and other )
$ 142 $ 148
Weighted-average remaining lease term – operating leases (years)
11 11
Weighted-average discount rate – operating leases
4.90 % 4.78 %
At December 31, 2024, the following table represents operating lease maturities, including renewal provisions Williams has assessed as being reasonably certain of exercise, for each of the years ended December 31:
(Millions)
2025 $ 34
2026 33
2027 30
2028 22
2029 19
Thereafter 86
Total future lease payments 224
Less: Amount representing interest 56
Total obligations under operating leases $ 168
Williams is the lessor to certain lease agreements for office space in its headquarters building, which are insignificant to its financial statements.
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Notes (Continued)
Transco
Year Ended December 31,
2024 2023 2022
(Millions)
Lease Cost:
Operating lease cost $ 9 $ 9 $ 9
Variable lease cost 7 7 7
Total lease cost $ 16 $ 16 $ 16
Cash paid for operating lease liabilities $ 9 $ 10 $ 10
December 31,
2024 2023
(Dollars in Millions)
Other Information:
Right-of-use assets (included in Deferred charges and other in Transco’s Balance Sheet)
$ 48 $ 53
Operating lease liabilities:
Current (included in Other current liabilities in Transco’s Balance Sheet)
$ 6 $ 6
Noncurrent (included in Deferred income and other in Transco’s Balance Sheet)
$ 51 $ 56
Weighted-average remaining lease term – operating leases (years) 13 13
Weighted-average discount rate – operating leases 4.77 % 4.73 %
As of December 31, 2024, the following table represents operating lease maturities, including renewal provisions that Transco has assessed as being reasonably certain of exercise, for each of the years ended December 31:
(Millions)
2025 $ 9
2026 9
2027 10
2028 10
2029 10
Thereafter 32
Total future lease payments 80
Less: Amount representing interest 23
Total obligations under operating leases $ 57
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Notes (Continued)
NWP
Year Ended December 31,
2024 2023 2022
(Millions)
Lease Cost:
Operating lease cost $ 3 $ 1 $ 1
Variable lease cost 1 1 1
Total lease cost $ 4 $ 2 $ 2
Cash paid for operating lease liabilities $ 2 $ 1 $ 1
December 31,
2024 2023
(Dollars in Millions)
Other Information:
Right-of-use assets (included in Deferred charges and other in NWP’s Balance Sheet)
$ 5 $ 9
Operating lease liabilities:
Current (included in Other current liabilities in NWP’s Balance Sheet)
$ 1 $ 1
Noncurrent (included in Deferred income and other in NWP’s Balance Sheet)
$ 5 $ 7
Weighted-average remaining lease term – operating leases (years) 19 15
Weighted-average discount rate – operating leases 4.90 % 4.18 %
As of December 31, 2024, the following table represents operating lease maturities, including renewal provisions that NWP has assessed as being reasonably certain of exercise, for each of the years ended December 31:
(Millions)
2025 $ 1
2026 —
2027 1
2028 —
2029 1
Thereafter 6
Total future lease payments 9
Less: Amount representing interest 3
Total obligations under operating leases $ 6
Note 15 – Equity-Based Compensation
Williams’ Plan Information
The Williams Companies, Inc. 2007 Incentive Plan (the Plan) provides common-stock-based awards to both employees and nonmanagement directors. To date, 50 million new shares have been authorized for making awards under the Plan. The Plan permits the granting of various types of awards including, but not limited to, restricted stock units and stock options. At December 31, 2024, 17 million shares of common stock were reserved for issuance pursuant to existing and future stock awards, of which 9 million shares were available for future grants.
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Notes (Continued)
Additionally, up to 5.2 million new shares of Williams’ common stock have been authorized to date to be available for sale under Williams’ Employee Stock Purchase Plan (ESPP). Employees purchased 240 thousand shares at a weighted-average price of $ 33.00 per share during 2024. Approximately 0.7 million shares were available for purchase under the ESPP at December 31, 2024.
Williams recognizes compensation expense on employee stock-based awards on a straight-line basis; forfeitures are recognized when they occur. Operating and maintenance expenses and Selling, general, and administrative expenses in Williams’ Consolidated Statement of Income include equity-based compensation expense in 2024, 2023, and 2022 of $ 99 million, $ 77 million, and $ 73 million, respectively. Income tax benefit recognized related to the stock-based compensation expense in 2024, 2023, and 2022 was $ 24 million, $ 19 million, and $ 18 million, respectively. Measured but unrecognized stock-based compensation expense at December 31, 2024, was $ 70 million, all of which related to restricted stock units. These amounts are expected to be recognized over a weighted-average period of 1.7 years.
Nonvested Restricted Stock Units
At December 31, 2024 and 2023, Williams had restricted stock units outstanding, including performance-based shares, of 6.4 million shares and 6.6 million shares, respectively, with a weighted-average fair value of $ 32.48 and $ 28.34 , respectively. During 2024 and 2023, Williams granted 3.1 million and 3.8 million shares of restricted stock units with a weighted-average fair value of $ 31.77 and $ 27.43 , respectively. Restricted stock units generally vest after three years . Performance-based grants may vest at a range from zero percent to 200 percent of the original shares granted based on performance against a target. At December 31, 2024, there were 1.8 million performance-based shares outstanding.
Stock Options
There were no stock options granted in 2024, 2023, or 2022. At December 31, 2024, Williams had 0.4 million stock options that were both outstanding and exercisable, with a weighted-average exercise price of $ 29.99 . The weighted-average remaining contractual life for stock options that were both outstanding and exercisable at December 31, 2024, was 2.4 years. Cash received for the exercise of stock options in 2024 and 2023 was $ 5 million and $ 2 million, respectively, and the related income tax benefit recognized in both 2024 and 2023 was $ 2 million.
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Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk
The following table presents, by level within the fair value hierarchy, certain of Williams’, Transco’s, and NWP’s significant financial assets and liabilities. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and commercial paper approximate fair value because of the short-term nature of these instruments. Therefore, these assets and liabilities are not presented in the following table.
Fair Value Measurements Using
Carrying
Amount Fair
Value Quoted
Prices In
Active
Markets for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(Millions)
Assets (liabilities) at December 31, 2024:
Measured on a recurring basis:
ARO Trust investments - Transco
$ 297 $ 297 $ 297 $ — $ —
Commodity derivative assets (1)
344 726 427 188 111
Commodity derivative liabilities (1)
( 400 ) ( 1,070 ) ( 532 ) ( 475 ) ( 63 )
Additional disclosures:
Debt by issuer, including current portion:
Williams
( 20,167 ) ( 19,517 ) — ( 19,517 ) —
Transco ( 5,235 ) ( 5,276 ) — ( 5,276 ) —
NWP ( 582 ) ( 573 ) — ( 573 ) —
MountainWest ( 372 ) ( 364 ) — ( 364 ) —
Gulf Coast Storage deferred consideration obligation (Note 3)
( 100 ) ( 100 ) — ( 100 ) —
Total debt
( 26,456 ) ( 25,830 ) — ( 25,830 ) —
Guarantees ( 36 ) ( 28 ) — ( 12 ) ( 16 )
Assets (liabilities) at December 31, 2023:
Measured on a recurring basis:
ARO Trust investments - Transco
$ 269 $ 269 $ 269 $ — $ —
Commodity derivative assets (1)(2)
314 866 514 196 156
Commodity derivative liabilities (1)(2)
( 287 ) ( 841 ) ( 376 ) ( 362 ) ( 103 )
Interest rate derivatives
6 6 — 6 —
Additional disclosures:
Debt by issuer, including current portion:
Williams
( 18,837 ) ( 18,494 ) — ( 18,494 ) —
Transco ( 5,261 ) ( 5,438 ) — ( 5,438 ) —
NWP ( 581 ) ( 581 ) — ( 581 ) —
MountainWest ( 369 ) ( 375 ) — ( 375 ) —
RMM deferred consideration obligation (Note 3)
( 665 ) ( 665 ) — ( 665 ) —
Total debt
( 25,713 ) ( 25,553 ) — ( 25,553 ) —
Guarantees ( 37 ) ( 28 ) — ( 12 ) ( 16 )
(1) The carrying amount is presented net of counterparty offsetting arrangements and collateral (see Note 17 – Commodity Derivatives).
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(2) Previously, the fair value of Williams’ commodity derivative assets and liabilities were disclosed by level within the fair value hierarchy net of counterparty offsetting arrangements. The December 31, 2023, amounts have been corrected to disclose the fair values by level on a gross basis, as presented above.
Fair Value Methods
The following methods and assumptions are used in estimating the fair value of financial instruments:
Assets Measured at Fair Value on a Recurring Basis
ARO Trust investments
Transco is entitled to collect rates in the amounts necessary to fund its future AROs and deposits a portion of the collected rates, pursuant to the terms of its Docket Number RP18-1126 rate case settlement, into an ARO Trust. The ARO Trust invests in a moderate risk portfolio of actively traded mutual funds that are measured at fair value on a recurring basis based on quoted prices in an active market and is reported in Regulatory assets, deferred charges, and other in Williams’ Consolidated Balance Sheet and in Deferred charges and other in the Transco Balance Sheet. The Money Market Funds held in the ARO Trust are considered investments. Both realized and unrealized gains and losses are ultimately recorded to the ARO regulatory asset.
Pursuant to the approved stipulation and agreement in Docket Number RP18-1126 the annual funding obligation effective March 1, 2020, is approximately $ 16 million, with deposits made monthly.
Transco investments within the ARO Trust were as follows:
December 31, 2024 December 31, 2023
Amortized Cost Basis
Fair Value
Amortized Cost Basis
Fair Value
(Millions)
Money Market Funds
$ 27 $ 27 $ 26 $ 26
U.S. Equity Funds
53 146 53 120
International Equity Funds
32 40 32 39
Municipal Bond Funds
88 84 87 84
Total
$ 200 $ 297 $ 198 $ 269
Commodity derivatives
Williams’ commodity derivatives include exchange-traded contracts and OTC contracts, which consist of physical forwards, futures, and swaps that are measured at fair value on a recurring basis. Williams also has other derivatives related to asset management agreements and other contracts that require physical delivery. Derivatives classified as Level 1 are valued using New York Mercantile Exchange (NYMEX) futures prices. Derivatives classified as Level 2 are valued using basis transactions that represent the cost to transport natural gas from a NYMEX delivery point to the contract delivery point. These transactions are based on quotes obtained either through electronic trading platforms or directly from brokers. Derivatives classified as Level 3 are valued using a combination of observable and unobservable inputs. See Note 17 – Commodity Derivatives for additional information.
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The following table presents a reconciliation of changes in fair value of the net commodity derivatives classified as Level 3 in the fair value hierarchy.
Year Ended December 31,
2024 2023
(Millions)
Balance at beginning of period $ 53 $ ( 56 )
Gains (losses) included in Williams’ Consolidated Statement of Income
( 5 ) 91
Purchases, issuances, and settlements ( 1 ) 20
Transfers into Level 3 1 —
Transfers out of Level 3 — ( 2 )
Balance at end of period $ 48 $ 53
A substantial portion of the December 31, 2024, and December 31, 2023, Level 3 derivatives relate to a long-term physical natural gas purchase contract associated with an ongoing pipeline expansion project. The valuation of this contract reflects the extrapolation of forward natural gas prices for periods beyond observable price curves, which is considered a significant unobservable input.
Interest rate derivatives
At December 31, 2023, Williams held interest rate derivative agreements with notional amounts totaling $ 1.15 billion. During 2024, Williams entered into additional agreements totaling $ 950 million of notional value and terminated agreements totaling $ 1.75 billion of notional value coinciding with issuances of long-term debt (see Note 13 – Debt and Banking Arrangements). At December 31, 2024, Williams holds interest rate derivative agreements with notional amounts totaling $ 350 million. The fair value of these derivatives is determined using discounted cash flows considering forward interest rates and the terms of the agreements, corroborated by counterparty valuations, and is classified as a Level 2 measurement. These derivatives are designated as cash flow hedges to reduce interest rate exposure on future corporate debt issuances. Gains and losses on these derivative agreements are reflected as a component of AOCI and, after the termination of the agreements, are amortized to earnings over the term of the related debt as a component of Interest expense . These interest rate derivative agreements are reported in Derivative assets and Derivative liabilities .
Additional Fair Value Disclosures
Long-term debt, including current portion
The disclosed fair value of long-term debt is determined primarily by a market approach using broker quoted indicative period-end bond prices. The quoted prices are based on observable transactions in less active markets for the debt or similar instruments. The fair values of the financing obligations associated with Transco’s Dalton, Leidy South, and Atlantic Sunrise projects, as well as the deferred consideration obligations associated with the RMM Acquisition and the Gulf Coast Storage Acquisition (see Note 3 – Acquisitions and Divestitures), all included within long-term debt including current portion, were determined using an income approach (see Note 13 – Debt and Banking Arrangements).
Guarantees
Guarantees primarily consist of a guarantee Williams has provided in the event of nonpayment by a previously owned communications subsidiary, Williams Communications Group, Inc., (WilTel), on a lease performance obligation that extends through 2042. Guarantees also include an indemnification related to a disposed operation.
To estimate the fair value of the WilTel guarantee, an estimated default rate is applied to the sum of the future contractual lease payments using an income approach. The estimated default rate is determined by obtaining the
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average cumulative issuer-weighted default rate based on the credit rating of WilTel’s current owner and the term of the underlying obligation. The default rate is published by Moody’s Investors Service. The carrying value of the WilTel guarantee is reported in Other current liabilities . The maximum potential undiscounted liquidity exposure is approximately $ 22 million at December 31, 2024. The exposure declines systematically through the remaining term of WilTel’s obligation.
The fair value of the guarantee associated with the indemnification related to a disposed operation was estimated using an income approach that considered probability-weighted scenarios of potential levels of future performance. The terms of the indemnification do not limit the maximum potential future payments associated with the guarantee. The carrying value of this guarantee is reported in Regulatory liabilities, deferred income, and other .
Williams is required by its revolving credit agreement to indemnify lenders for certain taxes required to be withheld from payments due to the lenders and for certain tax payments made by the lenders. The maximum potential amount of future payments under these indemnifications is based on the related borrowings and such future payments cannot currently be determined. These indemnifications generally continue indefinitely unless limited by the underlying tax regulations and have no carrying value. Williams has never been called upon to perform under these indemnifications and there is no current expectation of a future claim.
Concentration of Credit Risk
Accounts receivable
The following table summarizes Williams’ concentration of receivables, net of allowances:
December 31,
2024 2023
(Millions)
NGLs, natural gas, and related products and services $ 594 $ 589
Regulated interstate natural gas transportation and storage 339 310
Marketing of natural gas and NGLs 516 321
Upstream activities 45 72
Accounts receivable related to revenues from contracts with customers
1,494 1,292
Receivables from derivatives 294 311
Other accounts receivable 75 52
Trade accounts and other receivables - net $ 1,863 $ 1,655
Williams’ customers include producers, distribution companies, industrial users, gas marketers, and pipelines primarily located in the continental United States. As a general policy, collateral is not required for receivables with the exception of the marketing receivables discussed below. Customers’ financial condition and credit worthiness are evaluated regularly and, based upon this evaluation, Williams may obtain collateral to support receivables.
Williams uses established credit policies to determine and monitor the creditworthiness of gas marketing and trading counterparties, including requirements to post collateral or other credit security, as well as the quality of pledged collateral. Collateral or credit security is most often in the form of cash or letters of credit from an investment-grade financial institution, but may also include U.S. government securities. Williams also utilizes netting agreements whenever possible to mitigate exposure to gas marketing and trading counterparty credit risk. When more than one derivative transaction with the same counterparty is outstanding and a legally enforceable netting agreement exists with that counterparty, the “net” mark-to-market exposure represents a reasonable measure of the credit risk with that counterparty.
Transco and NWP receivables from contracts with customers are included within Receivables - Trade and Receivables - Affiliates. Receivables that are not related to contracts with customers are included within the balance of Receivables - Advances to affiliate and Receivables - Other .
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Revenues
Customers representing 10 percent or more of Transco’s and NWP’s revenues include:
Year Ended December 31,
2024 2023 2022
(Millions)
Transco:
Dominion Energy, Inc (1) $ 217 $ 287 $ 293
NWP:
Puget Sound Energy, Inc. $ 136 $ 126 $ 131
Cascade Natural Gas Corporation 46 47 49
Northwest Natural Gas Company 47 47 49
_______________
(1) The 2024 amount is less than 10 percent of Transco’s revenue .
Note 17 – Commodity Derivatives
Williams is exposed to commodity price risk and utilizes derivatives to manage a portion of that risk. Williams reports the fair value of commodity derivatives in Derivative assets ; Regulatory assets, deferred charges, and other ; Derivative liabilities ; or Regulatory liabilities, deferred income, and other . These amounts are presented on a net basis by counterparty and reflect the netting of asset and liability positions permitted under the terms of master netting arrangements and cash held on deposit in margin accounts that Williams has received or remitted to collateralize certain derivative positions. See Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk for additional fair value information. In Williams’ Consolidated Statement of Cash Flows, any cash impacts of settled commodity derivatives are recorded as operating activities.
Williams enters into commodity derivatives to economically hedge exposures to natural gas, NGLs, and crude oil and retains exposure to price changes that can, in a volatile energy market, be material and can adversely affect its results of operations.
Volumes
At December 31, 2024, the notional volume of the net long (short) positions for Williams’ commodity derivative contracts were as follows:
Commodity Unit of Measure Net Long (Short) Position
Index Risk Natural Gas MMBtu 592,842,257
Central Hub Risk - Henry Hub Natural Gas MMBtu ( 50,513,793 )
Basis Risk Natural Gas MMBtu 13,306,615
Central Hub Risk - Mont Belvieu Natural Gas Liquids Barrels ( 2,561,000 )
Basis Risk Natural Gas Liquids Barrels ( 205,000 )
Central Hub Risk - WTI Crude Oil Barrels ( 480,000 )
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Notes (Continued)
Financial Statement Presentation
The fair value of commodity derivatives, which are not designated as hedging instruments for accounting purposes, is reflected as follows:
December 31,
2024 December 31,
2023
Commodity Derivatives Categories
Assets (Liabilities) Assets (Liabilities)
(Millions)
Current $ 508 $ ( 635 ) $ 623 $ ( 496 )
Noncurrent 218 ( 435 ) 243 ( 345 )
Total commodity derivatives
$ 726 $ ( 1,070 ) $ 866 $ ( 841 )
Counterparty and collateral netting offset ( 382 ) 670 ( 552 ) 554
Amounts recognized in Williams’ Consolidated Balance Sheet $ 344 $ ( 400 ) $ 314 $ ( 287 )
The pre-tax impacts of Williams’ commodity derivatives, which are not designated as hedging instruments for accounting purposes, are reflected as follows:
Year Ended December 31,
2024 2023 2022
(Millions)
Net gain (loss) from commodity derivatives within Total revenues :
Realized
$ 111 $ 253 $ ( 91 )
Unrealized
( 361 ) 703 ( 296 )
$ ( 250 ) $ 956 $ ( 387 )
Net gain (loss) from commodity derivatives within Net processing commodity expenses :
Realized
$ ( 8 ) $ ( 4 ) $ 16
Unrealized
( 6 ) ( 43 ) 47
$ ( 14 ) $ ( 47 ) $ 63
Total net gain (loss) from commodity derivatives
$ ( 264 ) $ 909 $ ( 324 )
Contingent Features
Generally, collateral may be provided in the form of a parent guaranty, letter of credit, or cash. If collateral is required, fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral are offset against fair value amounts recognized for derivatives executed with the same counterparty.
Williams has specific trade and credit contracts that contain minimum credit rating requirements. These credit rating requirements typically give counterparties the right to suspend or terminate credit if Williams’ credit ratings are downgraded to non-investment grade status. Under such circumstances, Williams would need to post collateral to continue transacting business with these counterparties. At December 31, 2024, the contractually required collateral in the event of a credit rating downgrade to non-investment grade status was $ 6 million.
Williams maintains accounts with brokers or the clearing houses of certain exchanges to facilitate financial derivative transactions. Based on the value of the positions in these accounts and the associated margin requirements, Williams may be required to deposit cash into these accounts. At December 31, 2024, and 2023, net cash collateral held on deposit in broker margin accounts was $ 288 million, and $ 2 million, respectively.
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Note 18 – Contingencies and Commitments
Royalty Matters
Certain customers, including Expand Energy Corporation (formerly Chesapeake Energy Corporation or Chesapeake), have been named in various lawsuits alleging underpayment of royalties and claiming, among other things, violations of anti-trust laws and the Racketeer Influenced and Corrupt Organizations Act. Williams has also been named as a defendant in certain of these cases filed in Pennsylvania based on allegations that Williams improperly participated with Chesapeake in causing the alleged royalty underpayments. Williams believes that the claims asserted are subject to indemnity obligations owed to Williams by Chesapeake, which obligations survived Chesapeake’s bankruptcy proceedings. Prior to its bankruptcy, Chesapeake reached a settlement to resolve substantially all Pennsylvania royalty cases pending. During the pendency of the bankruptcy, that settlement was renegotiated. The settlement applies to both Chesapeake and Williams and does not require any contribution from Williams. On August 23, 2021, after referral to the United States District Court for the Southern District of Texas by the bankruptcy court, the court approved the settlement. Two objectors filed an appeal with the United States Court of Appeals for the Fifth Circuit. On June 8, 2023, the Court of Appeals vacated the settlement approval and remanded to the United States District Court for the Southern District of Texas with instructions to dismiss the settlement proceedings for lack of jurisdiction. On August 31, 2023, the bankruptcy court entered an order finding the settlement agreements to be null and void. Certain plaintiffs have filed a notice of dismissal of their claims against Chesapeake that arose prior to February 8, 2021, in the United States District Court for the Middle District of Pennsylvania lawsuits. The notice states that plaintiffs are not releasing their claims against the other defendants, including Williams, or claims against Chesapeake that arose after February 9, 2021. Williams continues to believe the claims against Williams are subject to indemnity obligations owed to Williams by Chesapeake.
Rate Matters
On August 30, 2024, Transco filed a general rate case (Docket No. RP24-1035) with the FERC for an overall increase in rates and to comply with the terms of the settlement of its prior rate case to file a rate case no later than August 30, 2024. On September 30, 2024, the FERC issued an order accepting and suspending Transco’s general rate filing to be effective March 1, 2025, subject to refund and the outcome of hearing procedures established by the FERC except that rates for certain services that were proposed as overall rate decreases were accepted, without suspension, to be effective October 1, 2024. The decreased rates will not be subject to refund but may be subject to decrease prospectively under Section 5 of the Natural Gas Act of 1938 as amended.
Construction Litigation
In February 2025, Transco received an adverse judgment related to litigation in the United States Bankruptcy Court for the District of Delaware involving the contractor for the construction of Transco’s Atlantic Sunrise project completed in 2018. The total award to the contractor, estimated at $ 110 million, included amounts for unpaid invoices, interest, and attorney fees. Management estimates the probable loss from the judgment to be substantially less and Transco has filed a notice of appeal. Transco has capitalized the amount considered probable within noncurrent assets and expects any additional probable loss would also be capitalized. Transco also expects to recover approximately 29 percent of any amount paid from the counterparty on the project.
Environmental Matters
Williams
Williams is a participant in certain environmental activities in various stages including assessment studies, cleanup operations, and/or remedial processes at certain sites, some of which Williams currently does not own. Williams is monitoring these sites in a coordinated effort with other potentially responsible parties, the U.S. Environmental Protection Agency (EPA), or other governmental authorities. Williams is jointly and severally liable along with unrelated third parties in some of these activities and solely responsible in others. Certain of Williams’
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subsidiaries have been identified as potentially responsible parties at various Superfund and state waste disposal sites. In addition, these subsidiaries have incurred, or are alleged to have incurred, various other hazardous materials removal or remediation obligations under environmental laws. As of December 31, 2024, Williams has accrued liabilities totaling $ 42 million for these matters, as discussed below. Estimates of the most likely costs of cleanup are generally based on completed assessment studies, preliminary results of studies, or Williams’ experience with other similar cleanup operations. At December 31, 2024, 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, other federal agencies, and various state regulatory agencies routinely propose and promulgate new rules, issue updated guidance to rules, or revise existing rules. These rulemakings include, but are not limited to, reviews and updates to the National Ambient Air Quality Standards, and promulgation of rules for new and existing source performance standards for certain equipment emitting volatile organic compound and methane as well as limitations on emissions of greenhouse gas compounds. Williams continuously monitors these regulatory changes and how they may impact its operations. Implementation of new or revised regulations may result in impacts to Williams’ operations and increase the cost of additions to Property, plant, and equipment – net in the balance sheet for both new and existing facilities in affected areas; however, due to regulatory uncertainty on final rule content or guidance and applicability timeframes, Williams is unable to reasonably estimate the cost of these regulatory impacts at this time.
Continuing operations
Williams’ interstate gas pipelines are involved in remediation and monitoring activities related to certain facilities and locations for polychlorinated biphenyls, mercury, and other hazardous substances. These activities have involved the EPA and various state environmental authorities, resulting in Williams’ identification as a potentially responsible party at various Superfund waste sites. At December 31, 2024, Williams has accrued liabilities of $ 12 million (see Transco and NWP below) for these costs and expect to recover approximately $ 4 million through rates.
Williams also accrues environmental remediation costs for natural gas underground storage facilities, primarily related to soil and groundwater contamination. At December 31, 2024, Williams has accrued liabilities totaling $ 7 million for these costs.
Former operations
Williams has potential obligations in connection with assets and businesses it no longer operates. These potential obligations include remediation activities at the direction of federal and state environmental authorities and the indemnification of the purchasers of certain of these assets and businesses for environmental and other liabilities existing at the time the sale was consummated. At December 31, 2024, Williams has accrued environmental liabilities of $ 23 million related to these matters.
Transco
Transco has had studies underway for many years to test some of its facilities for the presence of toxic and hazardous substances such as polychlorinated biphenyls (PCBs) and mercury to determine to what extent, if any, remediation may be necessary. Transco has also similarly evaluated past on-site disposal of hydrocarbons at a number of its facilities. Transco has worked closely with and responded to data requests from the EPA and state agencies regarding such potential contamination of certain of their sites. Transco is conducting environmental assessments and implementing a variety of remedial measures that may result in increases or decreases in the total estimated costs. Transco also has a program for monitoring certain environmental activities at their Eminence storage facility. At December 31, 2024, Transco has accrued liabilities of approximately $ 11 million for the expected ongoing remediation and monitoring costs.
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Notes (Continued)
Transco has been identified as a potentially responsible party (PRP) at various Superfund and state waste disposal sites. Based on present volumetric estimates and other factors, their estimated aggregate exposure for remediation of these sites is less than $ 1 million. The estimated remediation costs for all of these sites are included in the environmental liabilities discussed above. Liability under the Comprehensive Environmental Response, Compensation and Liability Act and applicable state law can be joint and several with other PRPs. Although volumetric allocation is a factor in assessing liability, it is not necessarily determinative; thus, the ultimate liability could be substantially greater than the amounts described above.
Transco considers prudently incurred environmental assessment and remediation costs and the costs associated with compliance with environmental standards to be recoverable through rates. Historically, with limited exceptions, it has been permitted recovery of environmental costs, and it is Transco’s intent to continue seeking recovery of such costs through future rate filings.
NWP
Beginning in the mid-1980s, NWP evaluated many of its facilities for the presence of toxic and hazardous substances to determine to what extent, if any, remediation might be necessary. NWP identified PCB contamination in air compressor systems, soils, and related properties at certain compressor station sites. Similarly, it identified hydrocarbon impacts at these facilities due to the former use of earthen pits, lubricating oil leaks or spills, and excess pipe coating released to the environment. In addition, heavy metals have been identified at these sites due to the former use of mercury containing meters and paint and welding rods containing lead, cadmium, and arsenic. The PCBs were remediated pursuant to a Consent Decree with the EPA in the late 1980s, and NWP conducted a voluntary clean-up of the hydrocarbon and mercury impacts in the early 1990s. In 2005, the Washington Department of Ecology required NWP to re-evaluate previous clean-ups in Washington. During 2006 to 2015, 129 meter stations were evaluated, of which 82 required remediation. As of December 31, 2024, two meter stations are still being remediated. During 2006 to 2018, 14 compressor stations were evaluated, of which 11 required remediation. As of December 31, 2024, four compressor stations are still being remediated. NWP had accrued liabilities totaling approximately $ 1 million at December 31, 2024 for the ongoing remediation. NWP is conducting environmental assessments and implementing a variety of remedial measures that may result in increases or decreases in the total estimated costs.
Environmental expenditures are expensed or capitalized depending on their future economic benefit and potential for rate recovery. NWP believes that, with respect to any expenditures required to meet applicable standards and regulations, the FERC would grant the requisite rate relief so that substantially all of such expenditures would be permitted to be recovered through rates.
Washington State Climate Commitment Act
In 2021, the state of Washington passed its Climate Commitment Act establishing a market-based cap-and-invest program to reduce carbon emissions. This program took effect on January 1, 2023, and sets a limit, or cap, on overall carbon emissions in the state and requires businesses like NWP to obtain allowances equal to their annual covered carbon emissions. The state’s cap will be reduced over time to meet the state’s carbon emissions reduction targets, which means fewer carbon emissions allowances will be available to purchase each year. These allowances can be purchased through quarterly auctions hosted by the state or bought and sold on a secondary market. In 2023, NWP began purchasing allowances for the carbon emissions from nine of its thirteen compressor stations within the state whose annual carbon emissions have exceeded 25,000 metric tons of carbon dioxide equivalent at least once since 2015. NWP also began purchasing allowances for NWP’s delivery of natural gas to certain of their customers and certain of their facilities in the state whose annual carbon emissions are insufficient to require their direct participation in the program. NWP’s latest rate case settlement allows them to recover the costs of purchasing allowances under the program in their next rate case.
At December 31, 2024 and December 31, 2023, a total of $ 38 million and $ 22 million, respectively, were included in Regulatory assets in NWP’s Balance Sheet and was comprised of the cost of the purchased allowances
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held, the estimated difference between the allowances held and the allowances required, and the interest income component of the regulatory asset. At December 31, 2024 and December 31, 2023, $ 3 million and $ 4 million, respectively, were recorded in Other current liabilities on NWP’s Balance Sheet as the estimated difference. Interest income of $ 2 million for the year ended December 31, 2024 and $ 1 million for the year ended December 31, 2023 is reflected in Other income (expense) – net in NWP’s Statement of Net Income.
Other Divestiture Indemnifications
Pursuant to various purchase and sale agreements relating to divested businesses and assets, Williams has indemnified certain purchasers against liabilities that they may incur with respect to the businesses and assets acquired. The indemnities provided to the purchasers are customary in sale transactions and are contingent upon the purchasers incurring liabilities that are not otherwise recoverable from third parties.
At December 31, 2024, other than as previously disclosed, Williams is not aware of any material claims against it involving the above-described indemnities. Any claim for indemnity brought against Williams in the future may have a material adverse effect on Williams’ results of operations in the period in which the claim is made.
In addition to the foregoing, various other proceedings are pending against Williams that are incidental to its operations, none of which are expected to be material to Williams’ expected future annual results of operations, liquidity, and financial position.
Summary
Williams, Transco and NWP have disclosed estimated ranges of reasonably possible losses for certain matters above, as well as all significant matters for which they are unable to reasonably estimate a range of possible loss. Williams, Transco and NWP estimate that for all other matters for which they are able to reasonably estimate a range of loss, the aggregate reasonably possible losses beyond amounts accrued are immaterial to expected future annual results of operations, liquidity, and financial position. These calculations have been made without consideration of any potential recovery from third parties.
Commitments
Commitments for Gas & NGL Marketing Services pipeline transportation capacity and storage capacity are approximately $ 954 million at December 31, 2024.
Commitments for construction and acquisition of property, plant, and equipment for Williams, Transco, and NWP are approximately $ 155 million, $ 2 million, and less than $ 1 million, respectively at December 31, 2024.
Note 19 – Segment Disclosures
Williams
Williams’ reportable segments are Transmission & Gulf of America, Northeast G&P, West, and Gas & NGL Marketing Services. All remaining business activities are included in Other. (See Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies.)
Performance Measurement
Williams’ chief operating decision maker is the Chief Executive Officer. Williams' chief operating decision maker primarily utilizes Modified EBITDA, its measure of segment profit and loss, to evaluate performance and make decisions on capital allocation and human resources. Such evaluation includes periodic comparisons of actual performance versus historical and budget, as well as projections of Modified EBITDA .
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Williams defines Modified EBITDA as follows:
• Income (loss) before income taxes from continuing operations before:
◦ Depreciation and amortization expenses;
◦ Equity earnings (losses);
◦ Other investing income (loss) – net;
◦ Interest expense; and
◦ Accretion expense associated with AROs for nonregulated operations.
• This measure is further adjusted to include Williams’ proportionate share (based on ownership interest) of Modified EBITDA from its equity-method investments calculated consistently with the definition described above.
Significant noncash items which are components of Modified EBITDA may include net unrealized gain (loss) from commodity derivatives within Total revenues, net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses for Williams’ Gas & NGL Marketing Services segment, charges associated with lower of cost or net realizable value adjustments to the Gas & NGL Marketing Services segment inventory within Product sales (for natural gas marketing inventory as these sales are presented net of the related costs) and Product costs (for NGL marketing inventory), and impairments of certain assets within Other (income) expense – net within Operating income (loss) .
Intersegment Service revenues primarily represent transportation services provided to Williams’ marketing business and gathering services provided to its oil and gas properties. Intersegment Product sales primarily represent the sale of natural gas and NGLs from Williams’ natural gas processing plants and its oil and gas properties to its marketing business.
Segment assets include Investments , Property, plant, and equipment – net, and Intangible assets – net of accumulated amortization .
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Notes (Continued)
The following tables present revenues, Modified EBITDA , significant expenses, and certain segment assets measures, as well as reconciliations to the consolidated totals:
Transmission & Gulf of America Northeast G&P West Gas & NGL Marketing Services (1) Total
(Millions)
2024
Segment revenues:
Service revenues
External $ 4,157 $ 1,900 $ 1,558 $ — $ 7,615
Internal 89 13 160 — 262
Total service revenues 4,246 1,913 1,718 — 7,877
Total service revenues – commodity consideration 54 2 78 — 134
Product sales
External 144 24 178 2,500 2,846
Internal 184 86 691 ( 448 ) 513
Total product sales 328 110 869 2,052 3,359
Net gain (loss) from commodity derivatives
Realized — — 4 72 76
Unrealized — — — ( 335 ) ( 335 )
Total net gain (loss) from commodity derivatives (2) — — 4 ( 263 ) ( 259 )
Total revenues of reportable segments $ 4,628 $ 2,025 $ 2,669 $ 1,789 $ 11,111
Reconciliation of revenues:
Revenues from upstream operations, corporate, and other business activities 470
Net unrealized gain (loss) from commodity derivatives for upstream operations
( 26 )
Eliminations ( 1,052 )
Total consolidated revenues $ 10,503
Segment costs and expenses and Proportional Modified EBITDA of equity-method investments:
Product costs and net realized processing commodity expenses ( 329 ) ( 88 ) ( 844 ) ( 1,799 )
Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses — — — ( 6 )
Operating and administrative expenses (3)
( 1,104 ) ( 441 ) ( 591 ) ( 108 )
Recoverable power, transportation, and storage costs (4)
( 250 ) ( 143 ) ( 49 ) —
Other segment income (expenses) - net (5)
155 3 ( 5 ) —
Proportional Modified EBITDA of equity-method investments 173 602 132 —
Modified EBITDA of reportable segments $ 3,273 $ 1,958 $ 1,312 $ ( 124 ) $ 6,419
Modified EBITDA from upstream operations, corporate, and other business activities 237
Total consolidated Modified EBITDA $ 6,656
Reconciliation of Modified EBITDA:
Depreciation and amortization expenses $ ( 2,219 )
Equity earnings (losses) 560
Other investing income (loss) - net 343
Interest expense ( 1,364 )
Accretion expense associated with AROs for nonregulated operations
( 81 )
Proportional Modified EBITDA of equity-method investments ( 909 )
Income (loss) before income taxes from continuing operations $ 2,986
Equity-method investments by reportable segment $ 272 $ 3,346 $ 476 $ — $ 4,094
Other equity-method investments
13
Total equity-method investments $ 4,107
Segment assets $ 23,149 $ 12,918 $ 12,144 $ 46 $ 48,257
Total current assets 2,661
Regulatory assets, deferred charges, and noncurrent assets 1,830
Assets of upstream operations, corporate, and other business activities 1,784
Total assets $ 54,532
Additions to long-lived segment assets
$ 4,399 $ 210 $ 529 $ 2 $ 5,140
Additions to long-lived assets of upstream operations, corporate, and other business activities
458
Total additions to long-lived assets
$ 5,598
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Notes (Continued)
Transmission & Gulf of America Northeast G&P West Gas & NGL Marketing Services (1) Total
(Millions)
2023
Segment revenues:
Service revenues
External $ 3,766 $ 1,868 $ 1,376 $ 1 $ 7,011
Internal 92 28 126 — 246
Total service revenues 3,858 1,896 1,502 1 7,257
Total service revenues – commodity consideration 38 5 103 — 146
Product sales
External 146 34 80 2,382 2,642
Internal 106 98 361 ( 322 ) 243
Total product sales 252 132 441 2,060 2,885
Net gain (loss) from commodity derivatives
Realized 2 — 89 115 206
Unrealized — — — 702 702
Total net gain (loss) from commodity derivatives (2) 2 — 89 817 908
Total revenues of reportable segments
$ 4,150 $ 2,033 $ 2,135 $ 2,878 $ 11,196
Reconciliation of revenues:
Revenues from upstream operations, corporate, and other business activities 505
Net unrealized gain (loss) from commodity derivatives for upstream operations
1
Eliminations ( 795 )
Total consolidated revenues $ 10,907
Segment costs and expenses and Proportional Modified EBITDA of equity-method investments:
Product costs and net realized processing commodity expenses ( 259 ) ( 125 ) ( 517 ) ( 1,786 )
Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses — — — ( 43 )
Operating and administrative expenses (3)
( 1,034 ) ( 424 ) ( 502 ) ( 98 )
Recoverable power, transportation, and storage costs (4)
( 241 ) ( 132 ) ( 37 ) —
Other segment income (expenses) - net (5)
118 ( 10 ) ( 3 ) ( 1 )
Gain on sale of business (6)
129 — — —
Proportional Modified EBITDA of equity-method investments 205 574 162 —
Modified EBITDA of reportable segments $ 3,068 $ 1,916 $ 1,238 $ 950 $ 7,172
Modified EBITDA from upstream operations, corporate, and other business activities 307
Unallocated Net gain from Energy Transfer litigation judgment (7)
534
Total consolidated Modified EBITDA $ 8,013
Reconciliation of Modified EBITDA:
Depreciation and amortization expenses $ ( 2,071 )
Equity earnings (losses) 589
Other investing income (loss) - net 108
Interest expense ( 1,236 )
Accretion expense associated with AROs for nonregulated operations
( 59 )
Proportional Modified EBITDA of equity-method investments ( 939 )
Income (loss) before income taxes from continuing operations $ 4,405
Equity-method investments by reportable segment $ 652 $ 3,477 $ 477 $ — $ 4,606
Other equity-method investments
8
Total equity-method investments $ 4,614
Segment assets $ 19,705 $ 13,319 $ 12,188 $ 77 $ 45,289
Total current assets 4,513
Regulatory assets, deferred charges, and noncurrent assets 1,573
Assets of upstream operations, corporate, and other business activities 1,252
Total assets $ 52,627
Additions to long-lived segment assets
$ 2,501 $ 340 $ 1,186 $ 7 $ 4,034
Additions to long-lived assets of upstream operations, corporate, and other business activities
279
Total additions to long-lived assets
$ 4,313
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Notes (Continued)
Transmission & Gulf of America Northeast G&P West Gas & NGL Marketing Services (1) Total
(Millions)
2022
Segment revenues:
Service revenues
External $ 3,461 $ 1,613 $ 1,443 $ 3 $ 6,520
Internal 118 41 99 — 258
Total service revenues 3,579 1,654 1,542 3 6,778
Total service revenues – commodity consideration 64 14 182 — 260
Product sales
External 228 28 145 4,052 4,453
Internal 176 106 696 ( 518 ) 460
Total product sales 404 134 841 3,534 4,913
Net gain (loss) from commodity derivatives
Realized — — ( 4 ) 17 13
Unrealized — — — ( 321 ) ( 321 )
Total net gain (loss) from commodity derivatives (2) — — ( 4 ) ( 304 ) ( 308 )
Total revenues of reportable segments
$ 4,047 $ 1,802 $ 2,561 $ 3,233 $ 11,643
Reconciliation of revenues:
Revenues from upstream operations, corporate, and other business activities 626
Net unrealized gain (loss) from commodity derivatives for upstream operations
25
Eliminations ( 1,329 )
Total consolidated revenues $ 10,965
Segment costs and expenses and Proportional Modified EBITDA of equity-method investments:
Product costs and net realized processing commodity expenses ( 425 ) ( 138 ) ( 918 ) ( 3,228 )
Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses — — — 47
Operating and administrative expenses (3)
( 906 ) ( 384 ) ( 507 ) ( 96 )
Recoverable power, transportation, and storage costs (4)
( 254 ) ( 132 ) ( 43 ) —
Other segment income (expenses) - net (5)
19 ( 6 ) ( 14 ) 4
Proportional Modified EBITDA of equity-method investments 193 654 132 —
Modified EBITDA of reportable segments $ 2,674 $ 1,796 $ 1,211 $ ( 40 ) $ 5,641
Modified EBITDA from upstream operations, corporate, and other business activities 434
Total consolidated Modified EBITDA $ 6,075
Reconciliation of Modified EBITDA:
Depreciation and amortization expenses $ ( 2,009 )
Equity earnings (losses) 637
Other investing income (loss) - net 16
Interest expense ( 1,147 )
Accretion expense associated with AROs for nonregulated operations
( 51 )
Proportional Modified EBITDA of equity-method investments ( 979 )
Income (loss) before income taxes from continuing operations $ 2,542
Equity-method investments by reportable segment $ 629 $ 3,566 $ 843 $ — $ 5,038
Other equity-method investments
10
Total equity-method investments $ 5,048
Segment assets $ 17,795 $ 13,539 $ 10,710 $ 130 $ 42,174
Total current assets 3,797
Regulatory assets, deferred charges, and noncurrent assets 1,319
Assets of upstream operations, corporate, and other business activities 1,143
Total assets $ 48,433
Additions to long-lived segment assets
$ 1,420 $ 261 $ 1,507 $ 4 $ 3,192
Additions to long-lived assets of upstream operations, corporate, and other business activities
406
Total additions to long-lived assets
$ 3,598
_______________________
(1) As Williams is acting as agent for natural gas marketing customers or engages in energy trading activities, the resulting revenues are presented net of the related costs of those activities.
189
Table of Contents
Notes (Continued)
(2) Williams records transactions that qualify as commodity derivatives at fair value with changes in fair value recognized in earnings in the period of change and characterized as unrealized gains or losses. Gains and losses from commodity derivatives held for energy trading purposes are presented on a net basis in revenue.
(3) Segment operating and administrative expenses primarily include payroll, maintenance and operating costs and taxes, and general and administrative expenses, including acquisition and transition-related expenses. It also includes project execution, information technology, finance and accounting, real estate and aviation, central engineering services, safety and operational discipline, supply chain and digital transformation, corporate strategic development, human resources, legal and government affairs, and executive and audit support services costs which are centrally managed and allocated to segments.
(4) Recoverable power, transportation and storage costs are charges incurred which are reimbursable pursuant to FERC stipulations or customer contracts.
(5) Other segment income (expenses) primarily includes equity AFUDC and regulatory credits and charges related to Williams’ regulated operations.
(6) Gain on sale of business reflects a gain recognized on the sale of certain liquids pipelines in the Gulf Coast region in September 2023 (see Note 3 – Acquisitions and Divestitures).
(7) Net gain from Energy Transfer litigation judgment resulted from a favorable ruling in November 2023 (see Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies).
Transco
Transco manages and evaluates its business as a single reportable segment. Transco’s chief operating decision maker is the Senior Vice President, Transmission & Gulf of America. Transco’s chief operating decision maker determines resource allocation, measures and evaluates segment operating performance based upon Net income (loss) as reported on the Statement of Net Income.
Significant expenses within net income, include Operating and maintenance expenses and Selling, general, and administrative expenses , which are each separately presented on Transco’s Statement of Net Income. Other segment items within net income include natural gas product costs, depreciation and amortization expense, taxes, other than income taxes, interest expense, interest income, other income (expense) – net, and AFUDC.
Transco’s segment assets include Property, plant, and equipment – net as presented on the Balance Sheet.
NWP
NWP manages and evaluates its business as a single reportable segment. NWP’s chief operating decision maker is the Senior Vice President, Transmission & Gulf of America. NWP’s chief operating decision maker determines resource allocation, measures and evaluates segment operating performance based upon Net income (loss) as reported on the Statement of Net Income.
Significant expenses within net income, include Operating and maintenance expenses and Selling, general, and administrative expenses , which are each separately presented on NWP’s Statement of Net Income. Other segment items within net income include depreciation and amortization expense, taxes, other than income taxes, interest expense, other income (expense) – net, and AFUDC.
NWP’s segment assets include Property, plant, and equipment – net as presented on the Balance Sheet.
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Notes (Continued)
Note 20 – Subsequent Events
Quarterly Dividends to Common Stockholders
On January 28, 2025, Williams’ board of directors approved a regular quarterly dividend to common stockholders of $ 0.500 per share payable on March 31, 2025.
Long-term Debt Issuance and Retirement
In January 2025, Williams issued $ 1 billion of 5.6 percent senior unsecured notes due March 15, 2035 and $ 500 million of 6.0 percent senior unsecured notes due March 15, 2055 (see Note 13 – Debt and Banking Arrangements). Also in January 2025, Williams retired $ 750 million of senior unsecured debt.
191
The Williams Companies, Inc.
Schedule II — Valuation and Qualifying Accounts
Additions
Beginning
Balance Charged
(Credited)
To Costs and
Expenses Other Deductions Ending
Balance
(Millions)
2024
Deferred tax asset valuation allowance (1)
$ 183 $ ( 92 ) $ — $ — $ 91
2023
Deferred tax asset valuation allowance (1)
200 ( 17 ) — — 183
2022
Deferred tax asset valuation allowance (1)
297 ( 97 ) — — 200
__________
(1) Deducted from related assets.
192
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.