19 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors of
+Added: To the Shareholders and the Board of Directors of
The Williams Companies, Inc.
2 unchanged sentences
(the Company) as of December 31, 2025 and 2024, 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, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).
−Removed: 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.
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.
generally accepted accounting principles.
11 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: 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.
−Removed: 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.
−Removed: Pension Benefits Obligation
−Removed: 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.
−Removed: As explained in Note 7 to the consolidated financial statements, the Company utilized key assumptions to determine the pension benefits obligation.
−Removed: 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.
−Removed: These assumptions have a significant effect on the projected benefit obligation.
−Removed: 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.
−Removed: 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.
−Removed: We compared the actuarial assumptions used by management to historical trends and evaluated the changes in the funded status from prior year.
−Removed: In addition, we involved our actuarial specialists to assist with our procedures.
−Removed: 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.
−Removed: 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.
−Removed: To test the cash balance interest crediting rate, we independently calculated a range of rates and compared them to the rate used by management.
−Removed: We also tested the completeness and accuracy of the underlying data, including the participant data.
+Added: Critical Audit Matter
+Added: 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:
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments.
+Added: 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 accounts or disclosures to which it relates.
+Added: Regulatory Accounting
+Added: Description of the Matter As discussed in Note 1 to the consolidated financial statements, certain of the Company’s consolidated subsidiaries are regulated by the Federal Energy Regulatory Commission (“FERC”) and apply accounting principles outlined in Accounting Standards Codification (“ASC”) Topic 980, Regulated Operations .
+Added: 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.
+Added: 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.
+Added: 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.
+Added: Auditing the effects of regulatory matters for certain consolidated subsidiaries is complex as it requires specialized knowledge of rate-regulated activities and assessments as to matters that could affect the recording or updating of regulatory assets and liabilities.
+Added: 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, management’s assessment of filings with the FERC, and factors that may affect the recoverability or refundability of such regulatory assets or liabilities.
+Added: We performed audit procedures that included, among others, examining evidence of correspondence with the FERC to test whether the Company appropriately evaluated information obtained from regulatory rulings.
+Added: For example, we assessed the recoverability and completeness of various regulatory assets and liabilities, considering information obtained from regulatory rulings.
/s/ Ernst & Young LLP
17 unchanged sentences
Operating and maintenance expenses 2,282 2,179 1,984
−Removed: Depreciation and amortization expenses 2,219 2,071 2,009
−Removed: Selling, general, and administrative expenses 708 665 636
+Added: Depreciation, depletion, and amortization expenses
+Added: 2,347 2,219 2,071
+Added: General and administrative expenses
+Added: Impairment or write-off of certain assets (Note 16)
Gain on sale of business (Note 3)
10 unchanged sentences
Provision (benefit) for income taxes 857 640 1,005
−Removed: 640 1,005 425
Income (loss) from continuing operations 2,768 2,346 3,400
18 unchanged sentences
$ 2.14 $ 1.82 $ 2.61
−Removed: Weighted-average shares (thousands)
+Added: Weighted-average shares (millions)
1,221 1,219 1,218
5 unchanged sentences
$ 2.14 $ 1.82 $ 2.60
−Removed: Weighted-average shares (thousands)
+Added: Weighted-average shares (millions)
1,225 1,223 1,223
24 unchanged sentences
Cash and cash equivalents $ 63 $ 60
−Removed: Trade accounts and other receivables (net of allowance of ($ 1 ) at December 31, 2024 and ($ 3 ) at December 31, 2023)
+Added: Trade accounts and other receivables (net of allowance of ($ 1 ) at December 31, 2025 and December 31, 2024)
Inventories 314 279
+Added: Assets held for sale (Note 3)
Derivative assets 209 267
3 unchanged sentences
Property, plant, and equipment – net 41,996 38,692
−Removed: Intangible assets – net of accumulated amortization 7,209 7,593
+Added: Intangible assets – net
Regulatory assets, deferred charges, and other 2,011 1,830
3 unchanged sentences
Accounts payable $ 2,224 $ 1,613
+Added: Liabilities held for sale (Note 3)
Derivative liabilities 135 164
53 unchanged sentences
Contributions from noncontrolling interests — — — — — — — 36 36
−Removed: Purchases of treasury stock — — — — — ( 130 ) ( 130 ) — ( 130 )
Other — — — ( 18 ) — — ( 18 ) — ( 18 )
7 unchanged sentences
Dividends and distributions to noncontrolling interests — — — — — — — ( 259 ) ( 259 )
+Added: Noncontrolling interest resulting from acquisition — — — — — — — 25 25
+Added: Changes in ownership of consolidated subsidiaries, net (Note 2)
+Added: — — 126 — — — 126 ( 166 ) ( 40 )
Contributions from noncontrolling interests — — — — — — — 36 36
11 unchanged sentences
Adjustments to reconcile to net cash provided (used) by operating activities:
−Removed: Depreciation and amortization 2,219 2,071 2,009
+Added: Depreciation, depletion, and amortization 2,347 2,219 2,071
Provision (benefit) for deferred income taxes 744 506 951
1 unchanged sentence
Distributions from equity-method investees (Note 8) 800 789 796
+Added: Impairment or write-off of certain assets (Note 16)
Net unrealized (gain) loss from commodity derivative instruments ( 150 ) 367 ( 660 )
43 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: To the Management Committee and Member of Transcontinental Gas Pipe Line Company, LLC
+Added: To the Member and the Management Committee of Transcontinental Gas Pipe Line Company, LLC
Opinion on the Financial Statements
19 unchanged sentences
(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: 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.
+Added: 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 to which it relates.
Description of the Matter
−Removed: Regulatory Assets and Liabilities
−Removed: 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.
+Added: Regulatory Accounting
+Added: 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 Accounting Standards Codification (“ASC”) Topic 980, 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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: For example, we assessed the recoverability, considering information obtained from regulatory orders, of regulatory assets.
−Removed: 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.
+Added: Auditing the effects of regulatory matters is complex as it requires specialized knowledge of rate-regulated activities and assessments as to matters that could affect the recording or updating of regulatory assets and liabilities.
+Added: How We Addressed the Matter in Our Audit We performed audit procedures that included, among others, examining evidence of correspondence with the FERC to test whether the Company appropriately evaluated information obtained from regulatory rulings.
+Added: For example, we assessed the recoverability and completeness of various regulatory assets and liabilities, considering information obtained from regulatory rulings.
/s/ Ernst & Young LLP
4 unchanged sentences
Statement of Net Income
−Removed: Year Ended December 31,
2025 2024 2023
7 unchanged sentences
Operating and maintenance expenses 509 510 517
−Removed: Selling, general, and administrative expenses 216 215 225
Depreciation and amortization expenses 574 545 519
+Added: General and administrative expenses 223 216 215
Taxes, other than income taxes 114 111 105
29 unchanged sentences
Regulatory liabilities 93 58
+Added: Accrued interest 53 76
+Added: Reserve for rate refunds (Note 18) 179 —
+Added: Accrual for litigation settlement (Note 18) 75 —
Other current liabilities 143 105
15 unchanged sentences
Statement of Changes in Member’s Equity
−Removed: Year Ended December 31,
2025 2024 2023
Member’s Capital:
−Removed: Balance at beginning of year $ 5,088 $ 5,088 $ 4,960
−Removed: Cash contributions from parent — — 128
−Removed: Balance at end of year 5,088 5,088 5,088
+Added: Balance at beginning and end of period
+Added: $ 5,088 $ 5,088 $ 5,088
Retained Earnings:
−Removed: Balance at beginning of year 3,049 3,022 2,760
+Added: Balance at beginning of period
+Added: 3,217 3,049 3,022
Net income 1,426 1,313 1,247
Cash distributions to parent ( 1,340 ) ( 1,145 ) ( 1,220 )
−Removed: Balance at end of year 3,217 3,049 3,022
+Added: Balance at end of period
+Added: 3,303 3,217 3,049
Total Member’s Equity $ 8,391 $ 8,305 $ 8,137
17 unchanged sentences
Affiliate payables 7 — 1
+Added: Reserve for rate refunds 179 — —
Other current liabilities 49 ( 63 ) 72
2 unchanged sentences
FINANCING ACTIVITIES:
+Added: Proceeds from long-term debt
Proceeds from other financing obligations 3 2 7
+Added: Payments of long-term debt ( 1,000 ) — —
Payments on other financing obligations ( 35 ) ( 32 ) ( 29 )
+Added: Payments for debt issuance costs ( 15 ) — —
Cash distributions to parent ( 1,340 ) ( 1,145 ) ( 1,220 )
−Removed: Cash contributions from parent — — 128
Net cash provided (used) by financing activities ( 691 ) ( 1,175 ) ( 1,242 )
17 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: To the Management Committee and Member of Northwest Pipeline LLC
+Added: To the Member and the Management Committee of Northwest Pipeline LLC
Opinion on the Financial Statements
19 unchanged sentences
(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: 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.
+Added: 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 to which it relates.
Description of the Matter
−Removed: Regulatory Assets and Liabilities
−Removed: 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.
+Added: Regulatory Accounting
+Added: 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 Accounting Standards Codification (“ASC”) Topic 980, 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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: For example, we assessed the recoverability, considering information obtained from regulatory orders, of regulatory assets.
−Removed: 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.
+Added: Auditing the effects of regulatory matters is complex as it requires specialized knowledge of rate-regulated activities and assessments as to matters that could affect the recording or updating of regulatory assets and liabilities.
+Added: How We Addressed the Matter in Our Audit We performed audit procedures that included, among others, examining evidence of correspondence with the FERC to test whether the Company appropriately evaluated information obtained from regulatory rulings.
+Added: For example, we assessed the recoverability and completeness of various regulatory assets and liabilities, considering information obtained from regulatory rulings.
/s/ Ernst & Young LLP
4 unchanged sentences
Statement of Net Income
−Removed: Year Ended December 31,
2025 2024 2023
5 unchanged sentences
Operating and maintenance expenses 96 95 88
−Removed: Selling, general, and administrative expenses 51 51 52
Depreciation and amortization expenses 117 111 111
+Added: General and administrative expenses 49 51 51
Taxes, other than income taxes 15 14 12
13 unchanged sentences
Advances to affiliate 218 —
−Removed: Affiliates — 1
Inventories 9 9
27 unchanged sentences
Statement of Changes in Member’s Equity
−Removed: Year Ended December 31,
2025 2024 2023
Member’s Capital:
−Removed: Balance at beginning and end of year
+Added: Balance at beginning of period $ 1,074 $ 1,074 $ 1,074
+Added: Capital contributions from parent 231 — —
+Added: Balance at end of period
1,305 1,074 1,074
Retained Earnings:
−Removed: Balance at beginning of year 59 34 35
+Added: Balance at beginning of period 89 59 34
Net income 181 180 180
Cash distributions to parent ( 148 ) ( 150 ) ( 155 )
−Removed: Balance at end of year 89 59 34
+Added: Balance at end of period 122 89 59
Total Member’s Equity $ 1,427 $ 1,163 $ 1,133
2 unchanged sentences
Statement of Cash Flows
−Removed: Year Ended December 31,
2025 2024 2023
19 unchanged sentences
FINANCING ACTIVITIES:
+Added: Proceeds from long-term debt 250 — —
+Added: Payments of long-term debt ( 85 ) — —
Cash distributions to parent ( 148 ) ( 150 ) ( 155 )
+Added: Cash contributions from parent 231 — —
Advances from affiliate, net ( 26 ) 26 —
17 unchanged sentences
The Combined Notes to Financial Statements include information for multiple registrants, specifically The Williams Companies, Inc.
−Removed: (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).
+Added: (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.
+Added: References to subsidiaries by name, including equity-method investees, Transco, and NWP, refer exclusively to those businesses and operations.
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.
−Removed: Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
+Added: Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
Williams, Transco, NWP
10 unchanged sentences
Williams, Transco, NWP 154
−Removed: N ote 10 – R egulatory Assets and Lia bilities
+Added: Note 10 – Regulatory Assets and Liabilities
Williams, Transco, NWP 156
14 unchanged sentences
Williams, Transco, NWP 185
−Removed: Note 20 – Subsequent Events
−Removed: Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
−Removed: This report includes information for multiple registrants, specifically The Williams Companies, Inc.
−Removed: (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).
−Removed: References to subsidiaries by name, including equity-method investees, Transco, and NWP, refer exclusively to those businesses and operations.
+Added: Note 20 – Subsequent Event
+Added: Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
Description of Business
1 unchanged sentence
Its operations are located in the United States and are presented within the following reportable segments:
+Added: Transmission, Power & Gulf;
+Added: Northeast G&P;
+Added: and Gas & NGL Marketing Services;
+Added: consistent with the manner in which Williams’ Chief Executive Officer, the chief operating decision maker (CODM), evaluates performance and allocates resources.
+Added: All remaining business activities, including upstream operations and corporate activities, are included in Other.
Notes (Continued)
−Removed: 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.
−Removed: All remaining business activities, including upstream operations, certain new energy ventures, and corporate activities, are included in Other.
−Removed: 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.
+Added: Transmission, Power & Gulf is comprised of interstate natural gas pipelines and their related natural gas storage facilities including Transco, NWP, and MountainWest Pipelines Holding LLC (MountainWest) and a 50 percent equity-method investment in Gulfstream Natural Gas System, L.L.C.
(Gulfstream);
−Removed: 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).
−Removed: 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.
−Removed: (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).
−Removed: 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 ) .
−Removed: 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).
−Removed: 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.
−Removed: 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.
+Added: natural gas gathering and processing (G&P) 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);
+Added: and 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).
+Added: Transmission, Power & Gulf also includes power innovation projects under development that will deliver speed-to-market solutions in power grid-constrained markets.
+Added: This segment was formerly referred to as Transmission & Gulf of America.
+Added: 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 variable interest entity, or VIE) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal Gas Services, L.L.C.
+Added: (Cardinal) (a consolidated VIE) which operates in Ohio, 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).
+Added: West is comprised of Williams’ gas gathering, processing, and treating operations in the Denver-Julesberg Basin (DJ Basin) and Piceance regions of Colorado, the southwest and Wamsutter regions of Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, and the Haynesville Shale region of east Texas and northwest Louisiana.
+Added: West also included assets in the Anadarko basin in the Mid-Continent region which were classified as held for sale (see Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk).
+Added: This segment also includes Williams’ natural gas liquid (NGL) storage facilities, an undivided 50 percent interest in a NGL fractionator near Conway, Kansas, and a 50 percent equity-method investment in Overland Pass Pipeline Company LLC (OPPL).
+Added: Gas & NGL Marketing Services is comprised of Williams’ NGL and natural gas marketing and trading operations, which include risk management and transactions related to the storage and transportation of natural gas and NGLs on strategically positioned assets, as well as an equity-method investment in Cogentrix Co-Investment Fund, LP (Cogentrix), representing an approximate 10 percent indirect interest in 11 natural gas power plants (see Note 8 – Investing Activities).
+Added: Transco is an interstate natural gas transmission company that owns and operates an interstate 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.
−Removed: Notes (Continued)
NWP owns and operates an interstate pipeline system for the mainline transmission of natural gas.
1 unchanged sentence
NWP is a single-member limited liability company, and as such, single-member losses are limited to the amount of its investment.
+Added: Notes (Continued)
Basis of Presentation
8 unchanged sentences
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.
−Removed: Reclassifications
−Removed: Certain prior-year amounts for Transco and NWP have been reclassified to conform to the current year’s presentation.
−Removed: 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
8 unchanged sentences
Williams applies the equity method of accounting to investments over which it exercises significant influence but does not control.
−Removed: 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
−Removed: Notes (Continued)
−Removed: 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.
+Added: 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 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
3 unchanged sentences
• Impairment assessments of investments, property, plant, and equipment, and intangible assets;
+Added: Notes (Continued)
• Litigation-related contingencies;
12 unchanged sentences
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.
−Removed: 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.
+Added: Accounting Standards Codification (ASC) Topic 980, “Regulated Operations,” (ASC 980) provides 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.
1 unchanged sentence
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.
−Removed: Accounting for these operations that are regulated can differ from the accounting requirements for nonregulated operations.
−Removed: 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
−Removed: Notes (Continued)
−Removed: actual cost of construction under established regulatory practices;
+Added: Accounting for operations that are regulated and apply the provisions of ASC 980 can differ from the accounting requirements for nonregulated operations.
+Added: 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 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.
−Removed: 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).
+Added: Management has determined that for its rate-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:
+Added: Notes (Continued)
Year Ended December 31,
20 unchanged sentences
Accordingly, cost reimbursements are treated as a reduction to the cost of the constructed asset.
−Removed: 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
−Removed: Notes (Continued)
−Removed: billed over time.
+Added: 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 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.
+Added: Service revenues also include amounts recognized for customer reimbursements allowed under FERC tariffs and contractual provisions, primarily for recoverable power, transportation, and storage costs.
+Added: These amounts are recorded on a gross basis and recognized in the period the related expense is incurred (see Note 19 – Segment Disclosures).
+Added: Notes (Continued)
Service Revenues
14 unchanged sentences
Management uses judgment to record estimates of rate refund liabilities considering its and other third-party regulatory proceedings, advice of counsel, and other risks.
−Removed: As of December 31, 2024 and 2023, there were no such rate refund liabilities for Transco and NWP.
−Removed: Notes (Continued)
Midstream businesses
1 unchanged sentence
Additionally, the midstream businesses generate revenues from fees charged for storing customers’ natural gas and NGLs, generally under prepaid contracted storage capacity contracts.
−Removed: 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.
+Added: 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
+Added: Notes (Continued)
+Added: 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.
4 unchanged sentences
The rate is generally fixed;
−Removed: 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.
+Added: however, certain contracts contain variable rates that are subject to change based on commodity prices or levels of throughput.
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.
9 unchanged sentences
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.
−Removed: 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
−Removed: Notes (Continued)
+Added: 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 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.
3 unchanged sentences
Revenue is recognized for Transco from the sale of natural gas upon settlement of imbalances (see Gas Imbalances below).
+Added: Notes (Continued)
In certain instances, Williams purchases NGLs, crude oil, and natural gas from its oil and natural gas producer customers which Williams remarkets.
4 unchanged sentences
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.
−Removed: 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.
+Added: 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 (see Commodity Derivative Instruments and Hedging Activities).
Additionally, Williams enters into transactions to secure transportation capacity between delivery points in order to serve its customers and various markets.
3 unchanged sentences
Contract Assets
−Removed: 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.
−Removed: 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.
+Added: Contract assets in the Consolidated Balance Sheet primarily consist of payments or fee discounts given to midstream customers and may also include 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.
+Added: Current and noncurrent contract assets are included within Other current assets and deferred charges and Regulatory assets, deferred charges, and other, respectively, in the Consolidated Balance Sheet.
Transco and NWP
Transco’s contract assets primarily result from the modification of an existing contract resulting in increased rates.
−Removed: 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
−Removed: Notes (Continued)
−Removed: recognition occurring prior to actual billings.
+Added: 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 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.
1 unchanged sentence
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.
−Removed: 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.
+Added: 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
+Added: Notes (Continued)
+Added: 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.
3 unchanged sentences
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.
−Removed: Transco and NWP
−Removed: 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.
+Added: 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.
Transco assessed its contracts and determined none contain a significant financing component.
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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.
−Removed: These contracts generally meet the definition of derivatives and are typically not designated as hedges for accounting purposes.
−Removed: 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
−Removed: Notes (Continued)
−Removed: actual price of the underlying goods being delivered.
−Removed: As of December 31, 2024 and 2023, Williams is not applying hedge accounting to any commodity derivative instruments.
+Added: These contracts generally meet the definition of derivatives.
+Added: 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 actual price of the underlying goods being delivered.
+Added: Williams does not apply 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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
−Removed: (See Note 17 – Commodity Derivatives.)
+Added: See Note 17 – Commodity Derivatives for further discussion.
Williams reports the fair value of derivatives, except those for which the normal purchases and normal sales exception has been elected, in Derivative assets;
2 unchanged sentences
or Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet.
−Removed: 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.
+Added: These amounts
+Added: Notes (Continued)
+Added: 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.
6 unchanged sentences
Interest Capitalized
−Removed: 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.
+Added: Williams capitalizes interest for its nonregulated entities 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.
−Removed: 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).
+Added: Williams capitalizes interest for its regulated interstate natural gas pipelines, including Transco, NWP, and MountainWest, using rates calculated in accordance with the FERC from each regulated entity’s borrowed funds and 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).
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 .
−Removed: Deferred income taxes are computed using the liability method and are provided on
−Removed: Notes (Continued)
−Removed: all temporary differences between the financial basis and the tax basis of its assets and liabilities.
+Added: Deferred income taxes are computed using the liability method and are provided on 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.
6 unchanged sentences
Cash and cash equivalents in the Consolidated Balance Sheet consist of highly liquid investments with original maturities of three months or less when acquired.
+Added: Notes (Continued)
Accounts Receivable
7 unchanged sentences
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.
−Removed: 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.
+Added: Transco’s and NWP’s expected credit loss estimates consider 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.
9 unchanged sentences
These counterparties utilize netting agreements that enable Williams to net receivables and payables by counterparty upon settlement.
−Removed: Williams also nets across product lines and against cash collateral received to collateralize receivable positions, provided the netting and cash
−Removed: Notes (Continued)
−Removed: collateral agreements include such provisions.
+Added: Williams also nets across product lines and against cash collateral received to collateralize receivable positions, provided the netting and cash 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.
4 unchanged sentences
Gas Imbalances
−Removed: 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.
−Removed: 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.
+Added: Transco transports gas on various pipeline systems which may deliver different quantities of gas on Transco’s behalf than the quantities of gas received from Transco.
+Added: 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
+Added: Notes (Continued)
+Added: 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.
1 unchanged sentence
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.
−Removed: These deferred recoveries are recognized as Regulatory assets in Transco’s Balance Sheet (see Note 10 – Regulatory Assets and Liabilities).
+Added: These under-recoveries or over-recoveries are recognized as Regulatory assets or Regulatory liabilities, respectively, 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.
2 unchanged sentences
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.
−Removed: 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.
+Added: 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-recovery or 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.
2 unchanged sentences
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.
−Removed: The cost of inventories are primarily determined using the average cost method.
−Removed: Inventories in Transco’s and NWP’s Balance Sheets primarily consist of materials and supplies and natural gas in underground storage.
+Added: The cost of inventories is primarily determined using the average cost method.
+Added: Inventories in Transco’s Balance Sheet primarily consist of materials and supplies and natural gas in underground storage.
+Added: Inventories in NWP’s Balance Sheet primarily consist of materials and supplies.
Transco and NWP Environmental Matters
1 unchanged sentence
Environmental expenditures are expensed or capitalized depending on the economic benefit and potential for rate recovery.
−Removed: Notes (Continued)
−Removed: 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.
+Added: These entities believe that expenditures required to meet applicable environmental laws and regulations are prudently incurred in the ordinary course of business and that 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.
−Removed: 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.
+Added: The difference between the allowances held and the allowances required based on actual emissions for the period is measured using an estimate based on NWP’s most recent cost of allowances and is 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).
+Added: Notes (Continued)
Property, Plant, and Equipment
7 unchanged sentences
These regulated entities’ depreciation rates are subject to change each time these regulated entities file a general rate case with the FERC.
−Removed: 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).
+Added: 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 and record 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.
−Removed: Its oil and gas producing property costs are depreciated using the units of production method.
+Added: Its oil and gas producing property costs are depleted 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;
6 unchanged sentences
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.
−Removed: Notes (Continued)
−Removed: 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.
+Added: This step is recognized as an increase in the carrying amount of the liability and as a corresponding accretion expense included in Other (income) expense - net in Operating income (loss) 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: These measurements incorporate assumptions that are subject to annual review and potential revision, including inflation rates, current removal‑cost estimates, discount rates, and the estimated remaining useful life of the assets.
+Added: Goodwill included within Intangible assets – net in Williams’ Consolidated Balance Sheet, as of December 31, 2025, 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.
+Added: It is not subject to amortization but is evaluated annually as of October for impairment or more frequently if impairment indicators are present that would indicate it
+Added: Notes (Continued)
+Added: is more likely than not that the fair value of the reporting unit is less than its carrying amount.
+Added: 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.
+Added: If necessary, management then 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
−Removed: 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.
+Added: Williams’ other identifiable intangible assets included within Intangible assets – net 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.
9 unchanged sentences
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.
−Removed: If the estimated fair value is
−Removed: Notes (Continued)
−Removed: 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.
+Added: If the estimated fair value is 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.
3 unchanged sentences
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.
+Added: Notes (Continued)
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.
1 unchanged sentence
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.
−Removed: 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.
+Added: 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 lease 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.
−Removed: 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.
+Added: 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 their 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.
8 unchanged sentences
The discount rates are determined separately for each of Williams’ pension and other postretirement benefit plans based on an approach specific to Williams’ plans.
−Removed: The year-end discount rates are determined considering a
−Removed: Notes (Continued)
−Removed: yield curve comprised of high-quality corporate bonds and the timing of the expected benefit cash flows of each plan.
+Added: The year-end discount rates are determined considering a 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.
−Removed: 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).
+Added: Unrecognized actuarial gains and losses are deferred and recorded in AOCI or, for Transco in 2024 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, 2025 and 2024 were $ 105 million and $ 55 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 3 years for Williams’ other postretirement benefit plan.
+Added: Notes (Continued)
The expected return on plan assets component of net periodic benefit cost (credit) is calculated using the market-related value of plan assets.
14 unchanged sentences
Cash Flows from Revolving Credit Facility and Commercial Paper Program
−Removed: 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.
−Removed: 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.
+Added: Proceeds and payments related to borrowings, if any, under Williams’ revolving credit facility are reflected within financing activities in the Consolidated Statement of Cash Flows on a gross basis.
+Added: Proceeds and payments related to borrowings under Williams’ commercial paper program are reflected within 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.)
−Removed: Notes (Continued)
Accounting Standards Issued But Not Yet Adopted
−Removed: In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-09, Income Taxes:
−Removed: 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.
−Removed: This ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted.
−Removed: The adoption of ASU 2023-09 is not expected to have a material impact on the financial statements.
−Removed: 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).
+Added: In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (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 or general and administrative expenses).
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.
2 unchanged sentences
In September 2021, Williams’ Board of Directors authorized a share repurchase program with a maximum dollar limit of $ 1.5 billion.
−Removed: 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.
+Added: Repurchases may be made from time to time in the open market, by block purchases, in
+Added: Notes (Continued)
+Added: 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.
1 unchanged sentence
This share repurchase program does not have an expiration date.
−Removed: 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.
+Added: There were no repurchases under the program in 2025 and 2024, and $ 130 million of repurchases under the program in 2023 which is included in the Consolidated Statement of Changes in Equity.
Cumulative repurchases to date under the program total $ 139 million.
11 unchanged sentences
Future expansion activity is expected to be funded with capital contributions from Williams and the other equity partner on a proportional basis.
−Removed: Notes (Continued)
−Removed: 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.
−Removed: 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.
−Removed: Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact Gulfstar One’s economic performance.
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.
−Removed: 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.
+Added: Future expansion activity is expected to be funded with capital contributions from Williams and the other equity partner on a proportional basis.
+Added: Driftwood Pipeline
+Added: Williams owns an 80 percent interest in Driftwood Pipeline LLC (Driftwood Pipeline), a subsidiary that is a VIE because completion of the Driftwood Pipeline will require additional subordinated financial support from its equity holders in the form of capital contributions.
+Added: Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact Driftwood Pipeline’s economic performance.
+Added: Williams, as the operator of Driftwood Pipeline, is responsible for constructing the proposed Driftwood Pipeline, Line 200, that will supply gas to Louisiana LNG's liquid natural gas (LNG) export facility near Lake Charles, Louisiana.
+Added: The total remaining cost of the project would be funded with capital contributions from Williams and the other equity partners on a proportional basis.
+Added: Notes (Continued)
The following table presents amounts included in the Consolidated Balance Sheet that are only for the use or obligation of the consolidated VIEs:
+Added: 2025 2024 (1)
Assets (liabilities):
Cash and cash equivalents $ 53 $ 15
−Removed: Trade accounts and other receivables – net 178 215
+Added: Trade accounts and other receivables
Inventories 6 5
1 unchanged sentence
Property, plant, and equipment – net 4,412 4,896
−Removed: Intangible assets – net of accumulated amortization 1,940 2,049
+Added: Intangible assets – net
Regulatory assets, deferred charges, and other 23 27
3 unchanged sentences
Regulatory liabilities, deferred income, and other ( 78 ) ( 263 )
+Added: (1) 2024 includes amounts related to Gulfstar One LLC (Gulfstar One), which was a consolidated VIE at December 31, 2024.
+Added: Williams acquired the remaining interest in Gulfstar One during the fourth quarter of 2025 and it is no longer a VIE.
+Added: This transaction decreased Noncontrolling interests in consolidated subsidiaries by $ 166 million, increased Capital in excess of par value by $ 126 million, and increased Deferred income tax liabilities by $ 40 million in the Consolidated Balance Sheet.
Nonconsolidated VIEs
1 unchanged sentence
Williams’ maximum exposure to loss is limited to the carrying value of these investments (included within Investments in the Consolidated Balance Sheet), which totaled $ 611 million at December 31, 2025.
+Added: Included in this total is Williams’ investment in Louisiana LNG and Cogentrix (discussed below).
+Added: Louisiana LNG
+Added: Williams owns a 10 percent interest in Louisiana LNG LLC (Louisiana LNG), which is a VIE because completion of the LNG facilities will require additional subordinated financial support from its equity holders in the form of capital contributions.
+Added: At December 31, 2025, the carrying value of our investment in Louisiana LNG was $ 253 million.
+Added: Our maximum exposure to loss is limited to the carrying value of our investment.
+Added: The total remaining cost of the project would be funded with capital contributions from Williams and the other equity partners on a proportional basis.
+Added: Williams owns a minority interest in Cogentrix, which is a VIE due primarily to our limited participation rights to direct Cogentrix’s activities.
+Added: At December 31, 2025, the carrying value of our investment in Cogentrix was $ 292 million.
+Added: Our maximum exposure to loss is limited to the carrying value of our investment.
+Added: See Note 8 – Investing Activities for further discussion.
+Added: Notes (Continued)
Note 3 – Acquisitions and Divestitures
5 unchanged sentences
Assets acquired, acquisition-related costs incurred, and results of operations realized are included at Other.
−Removed: Notes (Continued)
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.
+Added: Acquisition-related costs for the Crowheart Acquisition total $ 2 million and are included in General and administrative expenses .
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.
−Removed: 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.
−Removed: 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.
−Removed: 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;
−Removed: 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.
+Added: The valuation techniques used for property, plant, and equipment consisted of the income approach for proved developed producing reserves and the market approach for undeveloped reserves.
+Added: 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 1, 2024.
+Added: After the December 31, 2024, financial statements were issued, Williams identified adjustments to the preliminary purchase price allocation, resulting in decreases of $ 56 million in property, plant, and equipment and $ 56 million in noncurrent liabilities.
Cash and cash equivalents $ 94
12 unchanged sentences
The purpose of this acquisition was to expand Williams’ gathering, processing, and transportation presence in the Gulf of America region.
−Removed: Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission & Gulf of America segment.
+Added: Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission, Power & Gulf segment.
+Added: Notes (Continued)
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.
−Removed: 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.
+Added: Acquisition-related costs for the Discovery Acquisition total $ 1 million, incurred in 2024, and are included in General and administrative expenses .
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.
−Removed: 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.
+Added: 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 third quarter of 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.
−Removed: Notes (Continued)
−Removed: 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.
−Removed: 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.
−Removed: Preliminary fair value measurements were made for certain acquired assets and liabilities, primarily property, plant, and equipment, which utilized the cost approach;
−Removed: 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.
+Added: The following table presents the allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at August 1, 2024.
+Added: The valuation technique used consisted of the cost approach for property, plant, and equipment.
Cash and cash equivalents $ 22
10 unchanged sentences
The purpose of this acquisition was to expand Williams’ natural gas storage footprint in the Gulf Coast region.
−Removed: Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission & Gulf of America segment.
−Removed: 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.
−Removed: 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.
−Removed: On January 3, 2025, Williams paid the remaining $ 100 million of the Gulf Coast Storage Acquisition purchase price obligation.
+Added: Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission, Power & Gulf segment.
+Added: The Gulf Coast Storage Acquisition was funded with cash on hand and $ 100 million of deferred consideration that did not accrue interest and was paid on January 3, 2025.
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.
−Removed: 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.
+Added: Acquisition-related costs for the Gulf Coast Storage Acquisition total $ 15 million, including $ 14 million incurred in 2024, and are included in General and administrative expenses .
Williams accounted for the Gulf Coast Storage Acquisition as a business combination.
18 unchanged sentences
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.
−Removed: 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.
+Added: Acquisition-related costs for the Cureton Acquisition total $ 8 million, including $ 6 million incurred in 2023, and are included in General and administrative expenses .
Williams accounted for the Cureton Acquisition as a business combination.
5 unchanged sentences
Property, plant, and equipment – net 433
−Removed: Intangible assets – net of accumulated amortization 117
+Added: Intangible assets – net 117
Other noncurrent assets 1
4 unchanged sentences
Net identifiable assets acquired 535
−Removed: Goodwill included in Intangible assets – net of accumulated amortization
+Added: Goodwill included in Intangible assets – net
Net assets acquired $ 546
7 unchanged sentences
RMM Acquisition
−Removed: As of December 31, 2022, Williams owned a 50 percent interest in RMM which it accounted for as an equity-method investment.
+Added: As of December 31, 2022, Williams owned a 50 percent interest in Rocky Mountain Midstream Holdings LLC (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.
6 unchanged sentences
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.
+Added: Notes (Continued)
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.
−Removed: 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,
−Removed: Notes (Continued)
−Removed: which is not included in the pro forma DJ Basin adjustments below.
+Added: Williams recognized a $ 30 million gain on remeasuring its existing equity-method investment to fair value included in Other investing income (loss) – net during the fourth quarter of 2023, 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.
5 unchanged sentences
Property, plant, and equipment – net 1,041
−Removed: Intangible assets – net of accumulated amortization 63
+Added: Intangible assets – net 63
Other noncurrent assets 12
4 unchanged sentences
Net identifiable assets acquired 1,021
−Removed: Goodwill included in Intangible assets – net of accumulated amortization
+Added: Goodwill included in Intangible assets – net
Net assets acquired $ 1,076
8 unchanged sentences
See Note 11 – Goodwill and Other Intangible Assets.
+Added: Notes (Continued)
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.
−Removed: 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
−Removed: Notes (Continued)
+Added: For 2023, $ 1.024 billion is presented in Purchases of businesses, net of cash acquired reflecting the cash purchase price, reduced for post-closing adjustments and the cash acquired as presented in the purchase price 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.
−Removed: Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission & Gulf of America segment.
+Added: Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission, Power & Gulf 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.
−Removed: 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.
+Added: Acquisition-related costs for the MountainWest Acquisition total $ 18 million, including $ 16 million incurred in 2023, and are included in General and administrative expenses .
Williams accounted for the MountainWest Acquisition as a business combination.
17 unchanged sentences
Net identifiable assets acquired 647
−Removed: Goodwill included in Intangible assets – net of accumulated amortization
+Added: Goodwill included in Intangible assets – net
Net assets acquired $ 1,047
−Removed: 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.
−Removed: Substantially all of the goodwill is deductible for tax purposes.
−Removed: Trace Acquisition
−Removed: 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
Notes (Continued)
−Removed: funded with cash on hand and proceeds from issuance of commercial paper (Trace Acquisition).
−Removed: 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.
−Removed: Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ West segment.
−Removed: 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.
−Removed: 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.
−Removed: Williams accounted for the Trace Acquisition as a business combination.
−Removed: 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.
−Removed: The valuation techniques used consisted of the income approach for valuation of intangible assets and the cost approach for property, plant, and equipment.
−Removed: Cash and cash equivalents $ 39
−Removed: Trade accounts and other receivables
−Removed: Property, plant, and equipment – net 448
−Removed: Intangible assets – net of accumulated amortization 472
−Removed: Other noncurrent assets 20
−Removed: Total assets acquired 997
−Removed: Accounts payable ( 12 )
−Removed: Other current liabilities ( 5 )
−Removed: Other noncurrent liabilities ( 8 )
−Removed: Total liabilities assumed ( 25 )
−Removed: Net assets acquired $ 972
−Removed: Other intangible assets recognized in the Trace Acquisition are related to contractual customer relationships from gas gathering agreements with customers.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Williams expenses costs incurred to renew or extend the terms of its gas gathering contracts with customers.
−Removed: 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.
−Removed: See Note 11 – Goodwill and Other Intangible Assets.
+Added: 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, Power & Gulf segment.
+Added: Substantially all of the goodwill is deductible for tax purposes.
Supplemental Pro Forma
The following pro forma Revenues and Net income (loss) attributable to The Williams Companies, Inc.
−Removed: 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.
+Added: for 2024 and 2023, respectively, are presented as if the Crowheart Acquisition, Discovery Acquisition, and Gulf Coast Storage Acquisition had been completed on January 1, 2023, and the DJ Basin Acquisitions and MountainWest Acquisition had been completed on January 1, 2022.
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.
−Removed: These amounts do not give
−Removed: Notes (Continued)
−Removed: 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.
+Added: These amounts do not give 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
15 unchanged sentences
3,179 19 ( 1 ) 53 17 6 3,273
−Removed: Year Ended December 31, 2022
−Removed: As Reported Pro Forma DJ Basin
−Removed: Pro Forma MountainWest
−Removed: Pro Forma Trace (1)
−Removed: Pro Forma Combined
−Removed: Revenues $ 10,965 $ 218 $ 265 $ 45 $ 11,493
−Removed: Net income (loss) attributable to The Williams Companies, Inc.
−Removed: 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.
−Removed: NorTex Asset Purchase
−Removed: 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.
−Removed: These assets are included in Williams’ Transmission & Gulf of America segment.
+Added: Sale of South Mansfield Upstream Interests
+Added: In October 2025, Williams entered into an agreement to sell its interests in certain upstream ventures in the South Mansfield area of the Haynesville Shale region, included in upstream operations within Other, for consideration of $ 398 million with additional contingent consideration to possibly be received through 2029.
+Added: Williams designated these operations as held for sale, with the associated assets and liabilities included in Assets held for sale and Liabilities held for sale , respectively, as of December 31, 2025.
+Added: The transaction closed on January 30, 2026, and Williams expects to recognize a gain in the first quarter of 2026.
+Added: The results of operations for this disposal group were not significant for the reporting periods.
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.
−Removed: As a result of this sale, Williams recorded a gain of $ 129 million in 2023 in its Transmission & Gulf of America segment.
−Removed: The gain is reflected in Gain on sale of business in the Williams Consolidated Statement of Income.
+Added: As a result of this sale, Williams recorded a gain of $ 129 million in 2023 in its Transmission, Power & Gulf segment.
+Added: The gain is reflected in Gain on sale of business .
The results of operations for this disposal group, excluding the gain noted, were not significant for the reporting periods.
+Added: Notes (Continued)
Note 4 – Related Party Transactions
Transactions with Equity-Method Investees
−Removed: 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.
−Removed: Substantially all of
−Removed: Notes (Continued)
−Removed: these expenses are included in Product costs .
−Removed: Williams also has revenue from its equity-method investees of $ 2 million, $ 5 million, and $ 76 million for 2024, 2023, and 2022, respectively.
+Added: Williams has Revenues from certain of its equity-method investees of $ 20 million, $ 2 million, and $ 5 million for 2025, 2024, and 2023, respectively.
+Added: Williams also has costs and expenses associated with its equity-method investees of $ 180 million, $ 266 million, and $ 776 million for 2025, 2024, and 2023, respectively in its Consolidated Statement of Income.
+Added: Substantially all of these expenses are included in Product costs .
In addition, Williams has $ 4 million and $ 1 million included in Trade accounts and other receivables and $ 14 million and $ 19 million included in Accounts payable in its Consolidated Balance Sheet with its equity-method investees at December 31, 2025 and 2024, respectively.
3 unchanged sentences
Board of Directors
−Removed: Two members of Williams’ Board of Directors are also executive officers at certain of its counterparties.
−Removed: 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.
+Added: Two members of Williams’ Board of Directors hold or have held executive officer roles at certain of its counterparties.
+Added: Williams recorded $ 97 million, $ 59 million, and $ 90 million in Revenues , and $ 44 million, $ 40 million, and $ 25 million in Product costs in its Consolidated Statement of Income from these companies primarily for the sale and purchase of natural gas for 2025, 2024, and 2023, respectively.
Transco and NWP Affiliate Transactions
7 unchanged sentences
Pension costs charged to Transco by Williams were $ 1 million, $ 1 million, and $ 2 million for 2025, 2024, and 2023, respectively.
−Removed: NWP received pension credits from Williams of $ 1 million in 2024, $ 0 million in 2023, and pension charges of $ 1 million in 2022.
−Removed: 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.
−Removed: Effective with Transco’s Docket No.
−Removed: 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.
−Removed: The amounts of deferred pension collections recorded as regulatory liabilities at December 31, 2024 and 2023 were $ 30 million and $ 26 million, respectively.
−Removed: Also effective with Transco’s Docket No.
−Removed: 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.
+Added: NWP received pension credits from Williams of $ 1 million in 2025, $ 1 million in 2024, and $ 0 million in 2023.
Transco recognized other postretirement benefit income of $ 10 million, $ 8 million, and $ 6 million for 2025, 2024, and 2023, respectively, while NWP recognized other postretirement benefit income of $ 1 million, $ 1 million, and $ 0 million, respectively, for the same periods.
−Removed: These credits were recorded as regulatory liabilities.
−Removed: 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.
−Removed: 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
−Removed: Notes (Continued)
−Removed: 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.
−Removed: Effective with the Docket No.
−Removed: 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
1 unchanged sentence
Williams charged Transco compensation expense of $ 14 million, $ 13 million, and $ 12 million in 2025, 2024, and 2023, respectively, and charged NWP compensation expense of $ 3 million, $ 3 million, and $ 3 million in 2025, 2024, and 2023, respectively, for Williams’ company contributions to this plan.
+Added: Notes (Continued)
Employee Stock-Based Compensation Plan Information (see Note 15 – Equity-Based Compensation)
4 unchanged sentences
Transco and NWP are participants in Williams’ cash management program, and thus make advances to and receive advances from Williams.
−Removed: At December 31, 2024 and 2023, Transco’s advances to Williams totaled approximately $ 638 million and $ 1.4 billion, respectively.
−Removed: These advances are represented by demand notes and are classified as Trade accounts and other receivables - Advances to affiliate in the Balance Sheet.
−Removed: NWP’s advances from Williams totaled approximately $ 26 million at December 31, 2024.
−Removed: These advances from Williams are classified as Payables - Advances from affiliate .
−Removed: Advances to Williams from NWP totaled approximately $ 158 million at December 31, 2023.
−Removed: These advances are represented by demand notes and are classified as Trade accounts and other receivables - Advances to affiliate in the Balance Sheet.
+Added: Advances to Williams are represented by demand notes and are classified as Trade accounts and other receivables - Advances to affiliate in the Balance Sheet.
+Added: Advances from Williams are classified as Payables - Advances from affiliate .
Advances are stated at the historical carrying amounts.
+Added: December 31, December 31,
+Added: Advances to affiliate
+Added: Transco $ 954 $ 638
+Added: Advances from affiliate
Interest expense and income are recognized when earned and the collectability is reasonably assured.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: The interest rate on 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, 2025.
+Added: 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.
+Added: Year Ended December 31,
+Added: 2025 2024 2023
+Added: Net interest income from advances
+Added: Transco $ 29 $ 51 $ 81
Other Affiliate Transactions
−Removed: 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.
−Removed: 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.
−Removed: All gas purchases are made at market or contract prices.
+Added: Revenues received from affiliates are included in Transco’s Total revenues in the Statement of Net Income.
+Added: Costs of gas purchased from affiliates are included in Transco’s Natural gas product costs in the Statement of Net Income.
+Added: All gas purchases are made at market or contracted prices.
Notes (Continued)
+Added: Year Ended December 31,
+Added: 2025 2024 2023
+Added: Transco affiliate activity
+Added: Total revenues $ 86 $ 76 $ 56
+Added: Natural gas product costs 9 5 7
Services necessary to operate Transco and NWP are provided by Williams and certain affiliates of Williams.
3 unchanged sentences
Allocated charges are specific or general.
−Removed: 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;
−Removed: property, plant, and equipment;
+Added: Specific allocations are based on metrics that bear a reasonable correlation to the delivery of services.
+Added: General allocations are based on a three-factor formula, which considers net revenues, gross property, plant, and equipment, and gross 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.
−Removed: 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.
−Removed: Transco provides services to certain of its affiliates.
−Removed: 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.
−Removed: 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.
+Added: These service expenses are primarily included in Operating and maintenance expenses and General and administrative expenses in the Statement of Net Income.
+Added: Year Ended December 31,
+Added: 2025 2024 2023
+Added: Services with affiliates
+Added: Transco $ 352 $ 344 324
Notes (Continued)
1 unchanged sentence
Revenue by Category
−Removed: The following table presents Williams’ revenue disaggregated by major service line:
−Removed: Transmission & Gulf of America Northeast G&P West Gas & NGL Marketing Services Other Eliminations Total
+Added: The following tables present Williams’ revenue disaggregated by major service line:
+Added: Transmission, Power & Gulf Northeast G&P West Gas & NGL Marketing Services Other Eliminations Total
Revenues from contracts with customers:
16 unchanged sentences
Monetary consideration 661 1,778 1,693 — — ( 162 ) 3,970
−Removed: 443 1,782 1,478 — — ( 170 ) 3,533
Commodity consideration 54 2 78 — — — 134
−Removed: 30 87 12 1 — ( 15 ) 115
+Added: Other 46 92 21 — — ( 19 ) 140
Total service revenues 4,261 1,872 1,792 — — ( 262 ) 7,663
5 unchanged sentences
Notes (Continued)
−Removed: Transmission & Gulf of America Northeast G&P West Gas & NGL Marketing Services Other Eliminations Total
+Added: Transmission, Power & Gulf Northeast G&P West Gas & NGL Marketing Services Other Eliminations Total
Revenues from contracts with customers:
16 unchanged sentences
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.
−Removed: 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.
+Added: 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 in their Statements of Net Income.
+Added: Notes (Continued)
Contract Assets
−Removed: The following tables present a reconciliation of contract assets:
+Added: The following table presents a reconciliation of contract assets:
Year Ended December 31,
+Added: Williams Transco NWP
+Added: 2025 2024 2025 2024 2025 2024
Balance at beginning of year $ 98 $ 36 $ 10 $ — $ 21 $ 17
Revenue recognized in excess of amounts invoiced 86 170 5 10 6 6
−Removed: Minimum volume commitments invoiced ( 144 ) ( 176 )
Contract assets acquired — 36 — — — —
−Removed: Balance at end of year $ 98 $ 36
−Removed: Notes (Continued)
−Removed: Year Ended December 31,
−Removed: Balance at beginning of year $ — $ —
−Removed: Revenue recognized in excess of amounts invoiced 10 —
−Removed: Balance at end of year $ 10 $ —
−Removed: Year Ended December 31,
−Removed: Balance at beginning of year $ 17 $ 13
−Removed: Revenue recognized in excess of amounts invoiced 6 6
+Added: Minimum volume commitments invoiced ( 58 ) ( 144 ) — — — —
Amortization of contract assets ( 17 ) — ( 2 ) — ( 3 ) ( 2 )
1 unchanged sentence
Contract Liabilities
−Removed: The following tables present a reconciliation of contract liabilities:
+Added: The following table presents a reconciliation of contract liabilities:
Year Ended December 31,
+Added: Williams Transco NWP
+Added: 2025 2024 2025 2024 2025 2024
Balance at beginning of year $ 1,046 $ 1,081 $ 173 $ 184 $ — $ 2
Payments received and deferred 198 183 — — — —
+Added: Liabilities acquired and other additions 23 53 — — — —
Significant financing component
−Removed: Contract liability acquired (disposed) – net 53 115
−Removed: Recognized in revenue ( 279 ) ( 276 )
−Removed: Balance at end of year $ 1,046 $ 1,081
−Removed: Year Ended December 31,
−Removed: Balance at beginning of year $ 184 $ 194
−Removed: Recognized in revenue ( 11 ) ( 10 )
−Removed: Balance at end of year $ 173 $ 184
−Removed: Notes (Continued)
−Removed: Year Ended December 31,
−Removed: Balance at beginning of year $ 2 $ 3
+Added: Liabilities reclassified as held for sale ( 19 ) — — — — —
Recognized in revenue ( 307 ) ( 279 ) ( 10 ) ( 11 ) — ( 2 )
1 unchanged sentence
Remaining Performance Obligations
−Removed: 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.
−Removed: 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;
−Removed: 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.
+Added: 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 gathering and transportation.
+Added: For Williams’ interstate natural gas pipeline businesses, including Transco and NWP, remaining performance obligations generally reflect the expected rates for such services for the life of the related contracts;
+Added: however, these rates may change based on future tariffs approved by the FERC.
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.
2 unchanged sentences
Consideration received prior to December 31, 2025, that will be recognized in future periods is also excluded from its remaining performance obligations and is instead reflected in contract liabilities.
+Added: Notes (Continued)
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, 2025.
−Removed: Contract Liabilities Remaining Performance Obligations
+Added: Contract Liabilities
+Added: Williams Transco NWP
2026 ( one year )
5 unchanged sentences
Total $ 948 $ 163 $ —
−Removed: Notes (Continued)
−Removed: Contract Liabilities Remaining Performance Obligations
−Removed: 2025 ( one year )
−Removed: 2026 ( one year )
−Removed: 2027 ( one year )
−Removed: 2028 ( one year )
−Removed: 2029 ( one year )
−Removed: Total $ 173 $ 21,598
−Removed: Contract Liabilities Remaining Performance Obligations
+Added: Remaining Performance Obligations
+Added: Williams Transco NWP
2026 ( one year )
+Added: $ 4,589 $ 2,990 $ 399
2027 ( one year )
+Added: 4,265 2,772 386
2028 ( one year )
+Added: 3,865 2,576 367
2029 ( one year )
+Added: 2,970 1,846 348
2030 ( one year )
+Added: 2,703 1,759 342
+Added: 13,779 9,990 1,919
Total $ 32,171 $ 21,933 $ 3,761
1 unchanged sentence
Note 6 – Provision (Benefit) for Income Taxes
−Removed: The Provision (benefit) for income taxes from continuing operations includes:
+Added: Williams has adopted ASU 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures and has applied the disclosure guidance retrospectively for each period presented.
+Added: The Provision (benefit) for income taxes includes:
Year Ended December 31,
5 unchanged sentences
Provision (benefit) for income taxes $ 857 $ 640 $ 1,005
−Removed: Reconciliations from the Provision (benefit) at statutory rate from continuing operations to recorded Provision (benefit) for income taxes are as follows:
+Added: Reconciliations from the Provision (benefit) for income taxes at the federal statutory rate to recorded Provision (benefit) for income taxes are as follows:
Year Ended December 31,
+Added: Provision (benefit) for income taxes at the federal statutory rate
$ 761 21.0 % $ 627 21.0 % $ 925 21.0 %
−Removed: Provision (benefit) at statutory rate $ 627 $ 925 $ 534
−Removed: Increases (decreases) in taxes resulting from:
−Removed: State income taxes (net of federal benefit)
−Removed: State deferred income tax rate change ( 44 ) ( 25 ) ( 92 )
−Removed: Federal valuation allowance
−Removed: Federal settlements — — ( 45 )
−Removed: Impact of nontaxable noncontrolling interests
+Added: State and local income tax, net of federal income tax effect
130 3.6 % 35 1.2 % 104 2.4 %
+Added: Nontaxable or nondeductible items
+Added: ( 34 ) ( 0.9 ) % ( 23 ) ( 0.8 ) % ( 23 ) ( 0.5 ) %
+Added: Other adjustments
+Added: — 0.0 % 1 0.0 % ( 1 ) 0.0 %
Provision (benefit) for income taxes $ 857 23.7 % $ 640 21.4 % $ 1,005 22.9 %
−Removed: 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).
−Removed: 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.
2 unchanged sentences
In association with this liability, Williams records an estimate of related interest and tax exposure as a component of its tax provision.
−Removed: 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 .
+Added: The impact of this accrual is included within Other adjustments in its reconciliation of the Provision (benefit) for income taxes at the federal statutory rate to recorded Provision (benefit) for income taxes .
Notes (Continued)
7 unchanged sentences
Corporate alternative minimum tax credits
−Removed: Foreign tax credits — 35
Federal loss carryovers
7 unchanged sentences
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.
−Removed: 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.
2 unchanged sentences
These attributes generally expire between 2026 and 2044 with some carryovers having indefinite carryforward periods.
−Removed: Federal loss carryovers at December 31, 2024 reflect deferred tax assets on net operating loss carryovers with no expiration date.
−Removed: Disallowed business interest expense carryforward reflects Williams’ federal interest expense carryforward which has no expiration date.
−Removed: Cash payments for income taxes (net of refunds) were $ 68 million, $ 31 million and $ 13 million in 2024, 2023 and 2022 respectively.
−Removed: 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.
+Added: Corporate alternative minimum tax credits , Federal loss carryovers and Disallowed business interest expense carryforward at December 31, 2025 reflect deferred tax assets on corporate alternative minimum tax credits, net operating loss carryovers and federal interest expense carryforwards.
+Added: None of these attributes have an expiration date.
+Added: Cash payments for income taxes (net of refunds) are as follows:
+Added: Year Ended December 31,
+Added: 2025 2024 2023
+Added: $ 135 $ 41 $ 11
+Added: State and Local
+Added: Total income taxes paid (net of refunds)
+Added: $ 162 $ 68 $ 31
+Added: On July 4, 2025, the One Big Beautiful Bill Act was enacted.
+Added: While the new law did not have a significant impact on Williams’ federal income tax provision, Williams did have a temporary deferral of federal income tax payments as a result of permanently restoring full bonus depreciation of certain business property and excluding tax depreciation and amortization in the calculation of the business interest expense limitation.
During the fourth quarter of 2023, Williams closed the audit for 2018 and made a $ 5 million payment.
+Added: Notes (Continued)
Williams recognizes related interest and penalties as a component of Provision (benefit) for income taxes .
1 unchanged sentence
There were no interest or penalties relating to uncertain tax positions accrued as of December 31, 2025 and December 31, 2024.
−Removed: Notes (Continued)
Consolidated U.S.
−Removed: Federal income tax returns are open to IRS examination for tax years after 2020.
+Added: Federal income tax returns are open to Internal Revenue Service (IRS) examination for tax years after 2021.
The statute of limitations for most states expires one year after expiration of the IRS statute.
28 unchanged sentences
Net actuarial loss (gain) (1) 34 ( 65 ) ( 1 ) ( 12 )
+Added: ( 5 ) ( 3 ) — —
Net increase (decrease) in benefit obligation 12 ( 69 ) ( 4 ) ( 13 )
9 unchanged sentences
( 89 ) ( 73 ) ( 12 ) ( 11 )
+Added: ( 5 ) ( 3 ) — —
Net increase (decrease) in fair value of plan assets 34 16 14 10
10 unchanged sentences
Pension Benefits - discount rate assumptions and interest crediting rate assumption.
−Removed: Other Postretirement Benefits - discount rate assumption.
2024 amounts are due primarily to changes in the following factors:
−Removed: Pension Benefits - interest crediting rate assumption and discount rate assumptions.
+Added: Pension Benefits - discount rate assumptions and interest crediting rate assumption;
+Added: Other Postretirement Benefits - discount rate assumption.
Notes (Continued)
8 unchanged sentences
Net actuarial gain (loss) $ 78 $ 49 $ 57 $ 20
−Removed: 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.
+Added: Additionally, as of December 31, 2025 and 2024, Williams has $ 99 million and $ 139 million, respectively, of pension and other postretirement plan amounts included in regulatory liabilities associated with its gas pipeline companies (see Note 10 – Regulatory Assets and Liabilities).
Net Periodic Benefit Cost (Credit)
78 unchanged sentences
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.
−Removed: (3) The commingled investment funds are measured at fair value using net asset value per share.
−Removed: Certain standard withdrawal restrictions generally apply, which may include redemption notification periods ranging from 1 day to 15 days.
+Added: (3) The commingled investment funds are measured using the net asset value per share practical expedient.
+Added: Certain standard withdrawal restrictions generally apply, which may include redemption notification periods ranging from 5 days to 15 days.
Notes (Continued)
10 unchanged sentences
Blue Racer 50 % 341 366
+Added: Cogentrix (2) 292 —
+Added: Louisiana LNG 10 % 253 —
Gulfstream 50 % 185 196
−Removed: Laurel Mountain 69 % 171 184
−Removed: Discovery (2)
+Added: Laurel Mountain Midstream, LLC 69 % 159 171
Other Various 175 179
1 unchanged sentence
(1) Includes equity-method investments in multiple gathering systems in the Marcellus Shale region with an approximate average 66 percent interest.
−Removed: (2) Discovery is a wholly owned subsidiary of Williams as of August 1, 2024.
−Removed: See Note 3 – Acquisitions and Divestitures.
+Added: (2) See the Cogentrix section below for more details.
+Added: Louisiana LNG
+Added: In October 2025, Williams acquired a 10 percent interest in Louisiana LNG for $ 276 million.
+Added: The investment is accounted for under the equity-method and is reported within the Transmission, Power & Gulf segment.
+Added: Louisiana LNG is developing a fully permitted LNG export facility.
+Added: In March 2025, Williams invested $ 153 million in Cogentrix, representing an approximate 10 percent indirect interest in 11 natural gas power plants.
+Added: Williams’ investment is accounted for under the equity-method within the Gas & NGL Marketing Services segment, while the investee is considered an investment company, which requires accounting for its investments at fair value.
+Added: Williams’ equity earnings from Cogentrix reflect its share of the operating expenses and fair value changes recorded by the investee.
+Added: Notes (Continued)
+Added: During the fourth quarter of 2025, Williams recorded $ 153 million of Equity earnings (losses) from Cogentrix, primarily reflecting the favorable impact to fair value of an announced agreement to sell a significant portion of the underlying power plant assets.
Basis differential
−Removed: 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.
+Added: The carrying value of Appalachia Midstream Investments exceeds Williams’ portion of the underlying net assets by approximately $ 1.0 billion at December 31, 2025 and 2024.
These differences were assigned at the acquisition date to property, plant, and equipment and customer relationship intangible assets.
1 unchanged sentence
These differences total approximately $ 509 million and $ 634 million at December 31, 2025 and 2024, respectively, and were assigned to property, plant, and equipment and customer relationship intangible assets.
−Removed: 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
−Removed: Notes (Continued)
−Removed: useful lives of the associated underlying assets and included in Equity earnings (losses) within Williams’ Consolidated Statement of Income.
+Added: 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 useful lives of the associated underlying assets and included in Equity earnings (losses) .
Purchases of and contributions to equity-method investments
3 unchanged sentences
2025 2024 2023
+Added: Louisiana LNG
+Added: $ 313 $ — $ —
Appalachia Midstream Investments 38 74 59
−Removed: Discovery 37 40 41
+Added: Discovery (Note 3)
Aux Sable Liquid Products LP
−Removed: Cardinal Pipeline Company, LLC — — 16
−Removed: Gulfstream — — 14
$ 511 $ 114 $ 141
6 unchanged sentences
Gulfstream 97 103 98
−Removed: Laurel Mountain
−Removed: Discovery 22 49 49
+Added: Laurel Mountain Midstream, LLC 34 29 42
+Added: Discovery (Note 3)
Other 56 43 35
2 unchanged sentences
Summarized Financial Position and Results of Operations of All Equity-Method Investments
−Removed: Assets (liabilities):
+Added: Financial Position:
Current assets $ 829 $ 564
1 unchanged sentence
Current liabilities ( 880 ) ( 1,146 )
−Removed: ( 1,146 ) ( 358 )
Noncurrent liabilities ( 3,147 ) ( 2,383 )
−Removed: ( 2,383 ) ( 3,619 )
Year Ended December 31,
2025 2024 2023
+Added: Results of Operations (1):
Gross revenue $ 2,930 $ 2,880 $ 3,714
1 unchanged sentence
Net income 1,296 987 748
−Removed: Sale of Aux Sable Interest
−Removed: 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.
−Removed: As a result of this sale, Williams recorded a gain of $ 149 million in the third quarter of 2024.
−Removed: The gain is reflected in Other investing income (loss) – net in Williams’ Consolidated Statement of Income.
+Added: (1) Certain equity‑method investments were acquired, sold, or consolidated in the periods presented.
+Added: The summarized results of operations includes the full‑year results of the investees, while Equity earnings (losses) reflect only the period subsequent to acquisition or prior to the consolidation or disposition.
Other investing income (loss) – net
−Removed: The following table presents certain items reflected in Other investing income (loss) – net in Williams’ Consolidated Statement of Income:
+Added: The following table presents certain items reflected in Other investing income (loss) – net :
Year Ended December 31,
6 unchanged sentences
$ 42 $ 343 $ 108
+Added: Sale of Aux Sable Interest
+Added: 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.
+Added: As a result of this sale, Williams recorded a gain of $ 149 million in the third quarter of 2024.
+Added: The gain is reflected in Other investing income (loss) – net .
Notes (Continued)
15 unchanged sentences
Property, plant, and equipment — net $ 41,996 $ 38,692
−Removed: 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.
+Added: Depreciation expense for Property, plant, and equipment – net was $ 2.0 billion, $ 1.8 billion, and $ 1.7 billion in 2025, 2024, and 2023, respectively.
Interest capitalized was $ 62 million, $ 68 million, and $ 54 million in 2025, 2024, and 2023, respectively.
26 unchanged sentences
Asset Retirement Obligations
−Removed: 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.
+Added: Williams’ accrued obligations primarily relate to offshore platforms and pipelines, upstream 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.
2 unchanged sentences
Balance at beginning of year $ 2,639 $ 2,084
−Removed: Liabilities incurred (1)
+Added: Liabilities incurred, including acquisitions
Liabilities settled ( 110 ) ( 68 )
+Added: Liabilities reclassified as held for sale
Accretion 133 118
−Removed: Revisions (2)
Balance at end of year $ 2,587 $ 2,639
−Removed: (1) Includes $ 250 million, $ 106 million, and $ 114 million of ARO in 2024 related to the Discovery, Gulf Coast Storage, and Crowheart Acquisitions, respectively.
−Removed: (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.
Notes (Continued)
4 unchanged sentences
( 44 ) ( 32 )
−Removed: Revisions (1)
Balance at end of year $ 614 $ 615
−Removed: (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).
6 unchanged sentences
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 $ 35 million and $ 30 million at December 31, 2025 and 2024, respectively (see Note 10 – Regulatory Assets and Liabilities).
−Removed: Notes (Continued)
Note 10 – Regulatory Assets and Liabilities
−Removed: 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.
+Added: 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, and rate allowances for deferred income taxes at historically higher federal and state income tax rates.
+Added: Notes (Continued)
Current assets reported within Other current assets and deferred charges
14 unchanged sentences
Slug catcher 6 6
−Removed: Deferred cash out — 11
Total long-term regulatory assets 268 320
1 unchanged sentence
Current regulatory liabilities:
+Added: Electric power cost $ 59 $ 26
Deferred taxes - liability 18 31
Postretirement benefits other than pension 5 —
−Removed: Electric power cost 26 7
+Added: Deferred cash out 5 —
Total current regulatory liabilities 93 58
10 unchanged sentences
This amount represents the value of the cumulative volumetric difference between the gas retained from customers and the gas consumed in operations.
−Removed: 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.
−Removed: Electric power cost :
−Removed: 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.
−Removed: These amounts are expected to be recovered by changing the electric power reimbursement rate in subsequent annual electric power tracker filings.
+Added: These amounts are not included in the rate base, but they are expected to be recovered in subsequent annual fuel tracker filings.
+Added: This regulatory asset balance includes the uncollected ARO depreciation expense and accretion expense and amounts are not included in rate base.
+Added: The regulatory asset is being recovered through rates, and is being
Notes (Continued)
−Removed: This regulatory asset balance includes the uncollected ARO depreciation expense and accretion expense.
−Removed: 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).
−Removed: Deferred cash out :
−Removed: This amount represents the deferral of gains or losses on the purchases and sales of gas imbalances with shippers.
−Removed: These assets and liabilities amounts will be recovered or refunded, respectively, under terms provided for in Transco’s FERC tariff.
−Removed: Asset retirement costs - Eminence :
+Added: amortized to expense consistent with the amounts collected in rates (see AROs in Note 9 – Property, Plant, and Equipment).
+Added: ARO- Eminence :
This regulatory asset balance is associated with the Eminence Storage Field retirement costs.
2 unchanged sentences
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.
−Removed: 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.
2 unchanged sentences
RP24-1035 rate case settlement.
−Removed: 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).
−Removed: Negative salvage:
−Removed: Transco’s rates include a component designed to recover certain future retirement costs for which it is not required to record an ARO.
−Removed: Transco records a regulatory liability representing the cumulative residual amount of recoveries through rates, net of expenditures associated with these retirement costs.
+Added: 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.
+Added: Electric power cost :
+Added: 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.
+Added: These amounts are not included in the rate base, but they are expected to be recovered in subsequent annual electric power tracker filings.
Deferred taxes - liability :
−Removed: 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.
+Added: This amount represents the excess deferred income taxes (EDIT) created by the reduction in the federal corporate income tax rate under the Tax Cuts and Jobs Act of 2017 (TCJA), along with the impact of the weighted marginal state income tax rate.
+Added: A regulatory liability has been recorded for these excess deferred taxes.
The timing of the refund of the regulatory liability to rate payers is stated in the Docket No.
RP24-1035 rate case settlement.
−Removed: 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.
−Removed: This amount and timing of the refund is being addressed in Transco’s ongoing rate case.
Postretirement benefits other than pension:
−Removed: Transco recovers the actuarially determined cost of postretirement benefits through rates that are set through periodic general rate filings.
−Removed: 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.
−Removed: These amounts are not included in the rate base.
−Removed: Effective with the Docket No.
−Removed: 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).
−Removed: Transco recovers the actuarially determined pension cash contributions through rates that are set through periodic general rate filings.
−Removed: Effective with the Docket No.
−Removed: 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.
−Removed: Also effective with the Docket No.
−Removed: 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).
+Added: Transco previously recovered the actuarially determined cost of postretirement benefits through rates that were set through periodic general rate filings.
+Added: Any differences between the annual actuarially determined cost and the amounts recovered in rates were recorded as regulatory assets or liabilities to be collected or refunded through future rate adjustments.
+Added: Effective with Transco’s Docket No.
+Added: RP24-1035 rate case settlement, Transco will not recover any postretirement benefit costs incurred after February 28, 2025, and will no longer record a regulatory asset or liability.
+Added: The postretirement benefits regulatory liability balance as of February 28, 2025, is currently being amortized over a six-year period (see Note 7 – Employee Benefit Plans).
+Added: Williams previously made annual cash contributions to the pension plans, based on actuarial estimates.
+Added: Transco previously recovered the actuarially determined pension cash contributions through rates that were set through periodic general rate filings.
+Added: Effective with Transco’s Docket No.
+Added: RP24‑1035 rate case settlement, Transco will no longer recover pension cash contributions through rates or record related pension regulatory liabilities.
+Added: The pension regulatory liability balance as of February 28, 2025, is currently being amortized over a six-year period (see Note 7 – Employee Benefit Plans).
+Added: Deferred cash out :
+Added: This amount represents the deferral of gains or losses on the purchases and sales of gas imbalances with shippers.
+Added: These assets and liabilities amounts will be recovered or refunded, respectively, under terms provided for in Transco’s FERC tariff.
+Added: Negative salvage:
+Added: Transco’s rates include a component designed to recover certain future retirement costs for which it is not required to record an ARO.
+Added: Transco records a regulatory liability representing the cumulative residual amount of recoveries through rates, net of expenditures associated with these retirement costs.
Sentinel meter station depreciation:
1 unchanged sentence
These modifications will be recovered through a surcharge over a defined period of time as stated in the Sentinel FERC order.
−Removed: 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.
−Removed: The incremental depreciation will be recorded through the end of the contractual term and then will be amortized.
+Added: The incremental
Notes (Continued)
+Added: 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.
+Added: The incremental depreciation will be recorded through the end of the contractual term and then will be amortized.
Current regulatory assets:
21 unchanged sentences
This amount represents the value of the cumulative volumetric difference between the gas retained from customers and the gas consumed in operations.
−Removed: 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.
+Added: These amounts are not included in the rate base, but they are expected to be recovered in subsequent annual fuel tracker filings.
Levelized depreciation :
4 unchanged sentences
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.
−Removed: All amounts were generated during the period that NWP was a taxable entity.
−Removed: 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.
−Removed: Washington State Carbon and Greenhouse Tax :
−Removed: 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
Notes (Continued)
−Removed: that took effect January 1, 2023.
+Added: 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.
+Added: Washington State Carbon and Greenhouse Tax :
+Added: 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 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 :
−Removed: 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.
+Added: This amount represents the EDIT created by the reduction in the federal corporate income tax rate under TCJA, the decrease in the weighted marginal state income tax rate, and a state income tax adjustment associated with changes in ownership.
The timing of the refund of the regulatory liability to rate payers is stated in the Docket No.
RP22-1155 rate case settlement.
+Added: Additionally, as of December 31, 2025, Northwest has $6 million of rate based deferred taxes established as a result of a decrease to the effective state income tax rate.
+Added: This item will be subject to future discussions and negotiation with our customers in our next rate case.
Postretirement benefits other than pension:
6 unchanged sentences
Note 11 – Goodwill and Other Intangible Assets
−Removed: 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:
−Removed: Transmission & Gulf of America West
−Removed: December 31, 2022 $ — $ — $ —
−Removed: MountainWest Acquisition (Note 3)
−Removed: Cureton Acquisition (Note 3)
−Removed: RMM Acquisition (Note 3)
+Added: Changes in the carrying amount of goodwill, included in Intangible assets – net in Williams’ Consolidated Balance Sheet, by reportable segment for the years indicated are as follows:
+Added: Transmission, Power & Gulf West Total
December 31, 2023 $ 400 $ 63 $ 463
3 unchanged sentences
December 31, 2024 400 66 466
+Added: December 31, 2025 $ 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.
2 unchanged sentences
Other Intangible Assets
−Removed: 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:
+Added: The gross carrying amount and accumulated amortization of other intangible assets, included in Intangible assets – net in Williams’ Consolidated Balance Sheet, at December 31 are as follows:
Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization
6 unchanged sentences
Customer relationships primarily relate to gas gathering, processing, and fractionation contractual customer relationships recognized in acquisitions.
−Removed: 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.
+Added: Contractual customer relationships are being amortized on a straight-line basis over the term for 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.
11 unchanged sentences
Employee costs 283 285
+Added: Reserve for rate refunds (Note 18) 179 —
Contract liabilities (Note 5) 165 170
−Removed: Alaska refinery contamination litigation (Note 1) — 134
−Removed: Asset retirement obligations (Note 9) 91 106
Regulatory liabilities (Note 10) 117 85
+Added: Asset retirement obligations (Note 9) 103 91
Operating lease liabilities (Note 14) 32 26
1 unchanged sentence
$ 1,639 $ 1,360
−Removed: Interest on debt $ 76 $ 76
−Removed: Contract liabilities 10 10
Customer deposits $ 68 $ 45
−Removed: Interest on debt $ 6 $ 6
Taxes, other than income taxes 28 27
Contract liabilities 11 10
+Added: Taxes, other than income taxes $ 9 $ 8
+Added: Interest on debt 6 6
Transportation and gas exchange payables 5 10
11 unchanged sentences
4.600 % Notes due 2048
+Added: 3.950 % Notes due 2050
+Added: 5.750 % Notes due 2056
Other financing obligation — Atlantic Sunrise 734 764
2 unchanged sentences
Unamortized debt issuance costs ( 35 ) ( 23 )
−Removed: ( 23 ) ( 26 )
Net unamortized debt premium (discount) ( 15 ) ( 11 )
−Removed: ( 11 ) ( 12 )
Total debt — Transco
5 unchanged sentences
Net unamortized debt premium (discount) ( 54 ) ( 58 )
−Removed: ( 58 ) ( 61 )
Total debt — MountainWest
1 unchanged sentence
4.000 % Notes due 2027
+Added: Term loan due 2028 (see NWP Credit Agreement)
Unamortized debt issuance costs ( 1 ) ( 1 )
11 unchanged sentences
3.500 % Notes due 2030
−Removed: 3.5 % Notes due 2030
+Added: Notes (Continued)
2.600 % Notes due 2031
+Added: $ 1,500 $ 1,500
7.500 % Debentures due 2031
6 unchanged sentences
5.600 % Notes due 2035
−Removed: Notes (Continued)
6.300 % Notes due 2040
6 unchanged sentences
3.500 % Notes due 2051
+Added: 5.300 % Notes due 2052
+Added: 5.800 % Notes due 2054
+Added: 6.000 % Notes due 2055
Unamortized debt issuance costs ( 142 ) ( 130 )
−Removed: ( 130 ) ( 112 )
Net unamortized debt premium (discount) ( 47 ) ( 41 )
−Removed: ( 41 ) ( 39 )
Total debt — Williams $ 21,649 $ 20,167
−Removed: $ 20,167 $ 18,837
−Removed: RMM deferred consideration obligation (Note 3) — 665
Gulf Coast Storage deferred consideration obligation (Note 3) — 100
−Removed: $ 26,456 $ 25,713
+Added: Total debt $ 28,661 $ 26,456
Long-term debt due within one year — Williams
6 unchanged sentences
Default of these agreements could also restrict Williams’ ability to make certain distributions or repurchase equity.
−Removed: 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:
+Added: Notes (Continued)
+Added: The following table presents aggregate minimum maturities of long-term debt and other financing obligations, excluding net unamortized debt premium (discount) and debt issuance costs, for each of the next five years:
December 31, 2025
Notes (Continued)
−Removed: Williams senior unsecured public debt issuances for the past three years and subsequent to the balance sheet date are as follows:
+Added: Senior unsecured debt issuances for the past three years and subsequent to the balance sheet date are as follows:
Maturity Date
+Added: Williams Public Issuances:
January 8, 2026 (1)
2 unchanged sentences
March 15, 2036 1,250 5.150 %
+Added: January 8, 2026
+Added: March 15, 2056 1,000 5.950 %
+Added: June 30, 2025 June 30, 2030 750 4.625 %
+Added: June 30, 2025 September 30, 2035 750 5.300 %
+Added: January 9, 2025 March 15, 2035 1,000 5.600 %
+Added: January 9, 2025 March 15, 2055 500 6.000 %
August 13, 2024 November 15, 2029 450 4.800 %
7 unchanged sentences
March 2, 2023 March 15, 2033 750 5.650 %
−Removed: August 8, 2022 August 15, 2032 1,000 4.650 %
−Removed: August 8, 2022 August 15, 2052 750 5.300 %
+Added: Transco Private Placements:
+Added: November 20, 2025 (4) March 15, 2036 $ 1,000 5.100 %
+Added: November 20, 2025 (4) March 15, 2056 700 5.750 %
________________
+Added: (1) Additional issuance of the 5.65 percent senior notes due 2033 issued on March 2, 2023, and trade interchangeably with such notes.
(2) Additional issuance of the 5.15 percent senior notes due 2034 issued on January 5, 2024, and trade interchangeably with such notes.
(3) Additional issuance of the 5.40 percent senior notes due 2026 issued on March 2, 2023, and trade interchangeably with such notes.
−Removed: Williams’ senior unsecured public debt retirements for the past three years and subsequent to the balance sheet date are as follows:
+Added: (4) As part of the private debt placement, Transco entered into a registration rights agreement with the initial purchasers of the unsecured notes.
+Added: Under the terms of the agreement, Transco is obligated to file and consummate a registration statement for an offer to exchange the notes for a new issue of substantially identical notes registered under the Securities Act of 1933, as amended, within 365 days from closing and to use commercially reasonable efforts to complete the exchange offer.
+Added: Notes (Continued)
+Added: Senior unsecured public debt retirements for the past three years are as follows:
Date of Retirement
Maturity Date
+Added: September 15, 2025 September 15, 2025 $ 750 4.000 %
January 15, 2025 January 15, 2025 750 3.900 %
2 unchanged sentences
November 15, 2023 November 15, 2023 600 4.500 %
−Removed: October 17, 2022 January 15, 2023 850 3.700 %
−Removed: May 16, 2022 August 15, 2022 750 3.350 %
−Removed: January 18, 2022 March 15, 2022 1,250 3.600 %
+Added: December 5, 2025 February 1, 2026 $ 1,000 7.850 %
+Added: December 1, 2025 December 1, 2025 $ 85 7.125 %
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.
−Removed: Amounts received were recorded within
−Removed: Notes (Continued)
−Removed: noncurrent liabilities and the costs associated with construction were capitalized.
+Added: Amounts received were recorded within 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.
8 unchanged sentences
Revolving credit facility
−Removed: 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.
−Removed: The Credit Agreement was effective on October 8, 2021.
−Removed: In the second quarter of 2023, the maturity date of the Credit Agreement was extended one year and now expires October 8, 2027.
−Removed: 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.
−Removed: Additionally, the amended Credit Agreement replaces the London Interbank Offered Rate with the Term Secured Overnight Financing Rate as the benchmark interest rate index.
−Removed: 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.
−Removed: 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.
−Removed: The Credit Agreement contains the following terms and conditions:
+Added: Williams, along with Transco and NWP, is party to an amended and restated revolving credit agreement (Williams Credit Agreement) with the lenders named therein and the administrative agent that provides for aggregate commitments of up to $ 3.75 billion, with the ability to increase such commitments by up to an additional $ 500 million under certain circumstances.
+Added: The credit facility currently matures on October 8, 2028, following a one‑year extension exercised in the second quarter of 2025, and permits an additional one‑year maturity extension, subject to specified conditions.
+Added: Borrowings under the credit facility bear interest based on either an alternative base rate or Term Secured Overnight Financing Rate, in each case plus an applicable margin.
+Added: The facility also permits swing line loans of up to $ 200 million and letters of credit commitments of up to $ 500 million.
+Added: Transco and NWP are each able to borrow up to $ 500 million under the facility, subject to availability.
+Added: Notes (Continued)
+Added: The Williams 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.
1 unchanged sentence
• Other than swing line loans, each time funds are borrowed, the applicable borrower may choose from two methods of calculating interest:
−Removed: 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.
+Added: a fluctuating base rate equal to an alternative base rate as defined in the Williams 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.
−Removed: 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
−Removed: Notes (Continued)
−Removed: 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.
−Removed: 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.
+Added: Significant financial covenants under the Williams Credit Agreement require Williams’ ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization), each as defined in the Williams Credit Agreement, to be no 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.
+Added: The ratio of debt to capitalization (defined as net worth plus debt), each as defined in the Williams 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, 2025, reporting period.
4 unchanged sentences
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.
−Removed: At December 31, 2024, $ 455 million commercial paper was outstanding at a weighted-average interest rate of 4.6 percent.
At December 31, 2025, $ 700 million of commercial paper was outstanding at a weighted-average interest rate of 3.85 percent.
+Added: NWP Credit Agreement
+Added: In December 2025, NWP, the lenders named therein, and an administrative agent entered into a credit agreement (NWP Credit Agreement).
+Added: The NWP Credit Agreement was effective on December 1, 2025, and NWP borrowed $ 250 million under a three-year term loan used to refinance its 7.125 percent debentures due December 1, 2025, and for working capital, acquisitions, capital expenditures and other general corporate or limited liability company purposes.
+Added: The NWP Credit Agreement contains the following terms and conditions:
+Added: • Various covenants may limit, among other things, NWP’s 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 ability to enter into certain restrictive agreements.
+Added: Notes (Continued)
+Added: • If an event of default the lenders will be able to accelerate the maturity of the loans under the NWP credit facility and exercise other rights and remedies.
+Added: • Interest on borrowings under the NWP Credit Agreement is variable.
+Added: • NWP is required to maintain a ratio of debt to capitalization (defined as net worth plus debt) of no greater than 65 percent.
+Added: This ratio will be tested at the end of each fiscal quarter.
Restrictive Debt Covenants
−Removed: 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.
+Added: At December 31, 2025, none of Transco’s nor NWP’s debt instruments restrict the amount of distributions to Williams, provided, however, that under the Williams Credit Agreement 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.
−Removed: 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, 2025 reporting period.
75 unchanged sentences
At December 31, 2025, 13 million shares of common stock were reserved for issuance pursuant to existing and future stock awards, of which 7 million shares were available for future grants.
+Added: At December 31, 2025, Williams had 0.3 million stock options that were both outstanding and exercisable.
Notes (Continued)
−Removed: 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).
−Removed: Employees purchased 240 thousand shares at a weighted-average price of $ 33.00 per share during 2024.
−Removed: Approximately 0.7 million shares were available for purchase under the ESPP at December 31, 2024.
+Added: Additionally, approximately 0.5 million shares were available for purchase at December 31, 2025 under Williams’ Employee Stock Purchase Plan.
Williams recognizes compensation expense on employee stock-based awards on a straight-line basis;
forfeitures are recognized when they occur.
−Removed: 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.
+Added: Operating and maintenance expenses and General and administrative expenses include equity-based compensation expense in 2025, 2024, and 2023 of $ 93 million, $ 99 million, and $ 77 million, respectively.
Income tax benefit recognized related to the stock-based compensation expense in 2025, 2024, and 2023 was $ 22 million, $ 24 million, and $ 19 million, respectively.
2 unchanged sentences
Nonvested Restricted Stock Units
−Removed: 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.
−Removed: 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.
+Added: At December 31, 2025 and 2024, Williams had restricted stock units outstanding, including performance-based shares, of 5.1 million shares and 6.4 million shares, respectively.
Restricted stock units generally vest after three years .
1 unchanged sentence
At December 31, 2025, there were 1.6 million performance-based shares outstanding.
−Removed: Stock Options
−Removed: There were no stock options granted in 2024, 2023, or 2022.
−Removed: 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 .
−Removed: The weighted-average remaining contractual life for stock options that were both outstanding and exercisable at December 31, 2024, was 2.4 years.
−Removed: 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.
Notes (Continued)
8 unchanged sentences
Measured on a recurring basis:
−Removed: ARO Trust investments - Transco
+Added: ARO Trust - Transco
$ 356 $ 356 $ 356 $ — $ —
4 unchanged sentences
Additional disclosures:
+Added: Guarantees ( 35 ) ( 28 ) — ( 12 ) ( 16 )
Debt by issuer, including current portion:
3 unchanged sentences
MountainWest ( 376 ) ( 385 ) — ( 385 ) —
−Removed: Gulf Coast Storage deferred consideration obligation (Note 3)
( 28,661 ) ( 28,629 ) — ( 28,629 ) —
−Removed: ( 26,456 ) ( 25,830 ) — ( 25,830 ) —
−Removed: Guarantees ( 36 ) ( 28 ) — ( 12 ) ( 16 )
Assets (liabilities) at December 31, 2024:
Measured on a recurring basis:
−Removed: ARO Trust investments - Transco
+Added: ARO Trust - Transco
$ 297 $ 297 $ 297 $ — $ —
3 unchanged sentences
( 400 ) ( 1,070 ) ( 532 ) ( 475 ) ( 63 )
−Removed: Interest rate derivatives
Additional disclosures:
+Added: Guarantees ( 36 ) ( 28 ) — ( 12 ) ( 16 )
Debt by issuer, including current portion:
3 unchanged sentences
MountainWest ( 372 ) ( 364 ) — ( 364 ) —
−Removed: RMM deferred consideration obligation (Note 3)
+Added: Gulf Coast Storage deferred consideration (Note 3)
( 100 ) ( 100 ) — ( 100 ) —
( 26,456 ) ( 25,830 ) — ( 25,830 ) —
−Removed: Guarantees ( 37 ) ( 28 ) — ( 12 ) ( 16 )
(1) The carrying amount is presented net of counterparty offsetting arrangements and collateral (see Note 17 – Commodity Derivatives) .
Notes (Continued)
−Removed: (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.
−Removed: 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:
−Removed: Assets Measured at Fair Value on a Recurring Basis
−Removed: ARO Trust investments
−Removed: 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.
+Added: Assets and Liabilities Measured at Fair Value on a Recurring Basis
+Added: Transco is entitled to collect rates in the amounts necessary to fund its future AROs and deposits a portion of the collected rates into an external 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.
−Removed: The Money Market Funds held in the ARO Trust are considered investments.
+Added: The Money market fund held in the ARO Trust is considered an investment.
Both realized and unrealized gains and losses are ultimately recorded to the ARO regulatory asset.
−Removed: 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.
−Removed: Transco investments within the ARO Trust were as follows:
+Added: Effective March 1, 2026, the annual funding obligation is approximately $ 51 million.
+Added: See Note 18 – Contingencies and Commitments for additional information.
+Added: Investments within the ARO Trust were as follows:
December 31, 2025 December 31, 2024
1 unchanged sentence
Amortized Cost Basis
−Removed: Money Market Funds
+Added: Money market fund
$ 34 $ 34 $ 27 $ 27
53 169 53 146
−Removed: International Equity Funds
−Removed: Municipal Bond Funds
+Added: International equity fund
+Added: Municipal bond fund
104 102 88 84
+Added: $ 223 $ 356 $ 200 $ 297
Commodity derivatives
15 unchanged sentences
Balance at end of period $ ( 15 ) $ 48
−Removed: 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.
−Removed: 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.
−Removed: Interest rate derivatives
−Removed: At December 31, 2023, Williams held interest rate derivative agreements with notional amounts totaling $ 1.15 billion.
−Removed: 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).
−Removed: At December 31, 2024, Williams holds interest rate derivative agreements with notional amounts totaling $ 350 million.
−Removed: 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.
−Removed: These derivatives are designated as cash flow hedges to reduce interest rate exposure on future corporate debt issuances.
−Removed: 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 .
−Removed: These interest rate derivative agreements are reported in Derivative assets and Derivative liabilities .
+Added: The derivatives classified within Level 3, including those transferred in during 2025, primarily reflect long-term energy commodity contracts valued based on pricing inputs that include internally-developed estimates for prices beyond observable periods, which are considered significant unobservable inputs to the valuation.
Additional Fair Value Disclosures
−Removed: Long-term debt, including current portion
−Removed: The disclosed fair value of long-term debt is determined primarily by a market approach using broker quoted indicative period-end bond prices.
−Removed: The quoted prices are based on observable transactions in less active markets for the debt or similar instruments.
−Removed: 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 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.
1 unchanged sentence
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.
−Removed: The estimated default rate is determined by obtaining the
−Removed: Notes (Continued)
−Removed: average cumulative issuer-weighted default rate based on the credit rating of WilTel’s current owner and the term of the underlying obligation.
+Added: The estimated default rate is determined by obtaining the 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.
9 unchanged sentences
Williams has never been called upon to perform under these indemnifications and there is no current expectation of a future claim.
+Added: Long-term debt, including current portion
+Added: The disclosed fair value of long-term debt is determined primarily by a market approach using broker quoted indicative period-end bond prices.
+Added: The quoted prices are based on observable transactions in less active markets for the debt or similar instruments.
+Added: The fair values of the financing obligations associated with Transco’s Dalton, Leidy South, and Atlantic Sunrise projects, as well as the deferred consideration obligation associated with the Gulf Coast
+Added: Notes (Continued)
+Added: 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).
+Added: Nonrecurring fair value measurements
+Added: In December 2025, Williams’ management approved a plan to sell certain gas gathering assets in the Mid-Continent region.
+Added: These operations were designated as held for sale at December 31, 2025.
+Added: As a result, the fair value of the disposal group was measured using the expected sales price under a contract with a third party which resulted in an impairment of $ 176 million, which included Intangible assets – net , within the West segment and is included in Impairment or write-off of certain assets within Operating income (loss) .
+Added: These inputs resulted in a fair value measurement of $ 48 million within Level 2 of the fair value hierarchy.
+Added: The estimated fair value of the Property, plant, and equipment – net and Intangible assets – net were determined using a market approach, which incorporated indications of interest from third parties.
+Added: In September 2025, Williams’ management decided to abandon certain compression assets in the DJ Basin resulting in a $ 25 million write-off of Property, plant, and equipment – net within the West segment.
+Added: This write-off represents a Level 3 measurement within the fair value hierarchy, reflecting significant unobservable inputs, and is included in Impairment or write-off of certain assets within Operating income (loss) .
Concentration of Credit Risk
1 unchanged sentence
The following table summarizes Williams’ concentration of receivables, net of allowances:
−Removed: NGLs, natural gas, and related products and services $ 594 $ 589
+Added: Natural gas, NGLs, and related products and services
Regulated interstate natural gas transportation and storage 404 339
7 unchanged sentences
As a general policy, collateral is not required for receivables with the exception of the marketing receivables discussed below.
−Removed: Customers’ financial condition and credit worthiness are evaluated regularly and, based upon this evaluation, Williams may obtain collateral to support receivables.
+Added: Customers’ financial condition and credit worthiness are evaluated regularly;
+Added: 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.
12 unchanged sentences
$ 139 $ 136 $ 126
−Removed: Cascade Natural Gas Corporation 46 47 49
Northwest Natural Gas Company 49 47 47
+Added: Cascade Natural Gas Corporation 48 46 47
_______________
−Removed: (1) The 2024 amount is less than 10 percent of Transco’s revenue .
+Added: (1) The 2025 and 2024 amounts are less than 10 percent of Transco’s revenue .
Note 17 – Commodity Derivatives
4 unchanged sentences
or Regulatory liabilities, deferred income, and other .
−Removed: 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.
+Added: The asset and liability derivative positions are netted by counterparty as permitted under the terms of the master netting arrangements and are also presented net of 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.
−Removed: 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.
+Added: 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 capacity portfolios as well as upstream-related production.
+Added: However, the unrealized fair value measurement gains and losses on the derivatives are generally offset by valuation changes in the economic value of the underlying production or transportation and storage capacity contracts, which are not recognized until the underlying transaction occurs.
At December 31, 2025, the notional volume of the net long (short) positions for Williams’ commodity derivative contracts were as follows:
5 unchanged sentences
Basis Risk Natural Gas Liquids Barrels 50,000
−Removed: Central Hub Risk - WTI Crude Oil Barrels ( 480,000 )
Notes (Continued)
41 unchanged sentences
During the pendency of the bankruptcy, that settlement was renegotiated.
−Removed: The settlement applies to both Chesapeake and Williams and does not require any contribution from Williams.
+Added: The settlement applied to both Chesapeake and Williams and did 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.
2 unchanged sentences
On August 31, 2023, the bankruptcy court entered an order finding the settlement agreements to be null and void.
−Removed: 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.
−Removed: 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.
+Added: Certain plaintiffs 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.
+Added: The notice stated that plaintiffs are not releasing their claims against the other defendants, including Williams, or claims against Chesapeake that arose after February 9, 2021.
+Added: Chesapeake has been dismissed from the lawsuits.
Williams continues to believe the claims against Williams are subject to indemnity obligations owed to Williams by Chesapeake.
−Removed: On August 30, 2024, Transco filed a general rate case (Docket No.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: On August 30, 2024, Transco filed a general rate case with the FERC for an overall increase in rates and to comply with the terms of the settlement of its prior rate case.
+Added: 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.
+Added: The order also accepted rate decreases for certain services to be effective as of October 1, 2024.
+Added: During the third quarter of 2025, Transco reached an agreement in principle with its customers and the other participants to settle all aspects of the rate case and has accrued a related liability for rate refunds.
+Added: Transco filed with the FERC in October 2025 for approval of the settlement.
+Added: On December 30, 2025, the FERC approved the settlement which will become effective March 1, 2026.
Construction Litigation
−Removed: 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.
−Removed: The total award to the contractor, estimated at $ 110 million, included amounts for unpaid invoices, interest, and attorney fees.
−Removed: Management estimates the probable loss from the judgment to be substantially less and Transco has filed a notice of appeal.
−Removed: Transco has capitalized the amount considered probable within noncurrent assets and expects any additional probable loss would also be capitalized.
−Removed: Transco also expects to recover approximately 29 percent of any amount paid from the counterparty on the project.
+Added: In February 2025, Transco received an adverse judgment related to litigation in the United States Bankruptcy Court for the District of Delaware involving a contractor that performed construction services for Transco’s Atlantic Sunrise project, which was completed in 2018.
+Added: The total award to a contractor, estimated at $ 110 million, included amounts for unpaid invoices, interest, and attorney fees.
+Added: During the fourth quarter of 2025, Transco reached an agreement in principle with the contractor to settle all aspects of the case.
+Added: Transco has accrued a related liability, capitalizing the amount of the settlement in principle.
+Added: Transco expects to recover approximately 29 percent of the settlement amount paid from the co-owner of the project.
Environmental Matters
+Added: Environmental Protection Agency (EPA), other federal agencies, and various state regulatory agencies routinely propose and promulgate new rules, issue updated guidance to rules, or revise existing rules.
+Added: 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 compounds and methane as well as limitations on emissions of greenhouse gas compounds.
+Added: Notes (Continued)
+Added: changes are continuously monitored including how they may impact operations.
+Added: Implementation of new or revised regulations may result in impacts to operations and increase the cost of additions to Property, plant, and equipment – net for both new and existing facilities in affected areas;
+Added: however, due to regulatory uncertainty on final rule content or guidance and applicability timeframes, the cost of these regulatory impacts is not known at this time.
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.
−Removed: Williams is monitoring these sites in a coordinated effort with other potentially responsible parties, the U.S.
−Removed: Environmental Protection Agency (EPA), or other governmental authorities.
+Added: Williams is monitoring these sites in a coordinated effort with other potentially responsible parties, the 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.
−Removed: Certain of Williams’
−Removed: Notes (Continued)
−Removed: subsidiaries have been identified as potentially responsible parties at various Superfund and state waste disposal sites.
+Added: Certain of Williams’ 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.
−Removed: As of December 31, 2024, Williams has accrued liabilities totaling $ 42 million for these matters, as discussed below.
+Added: At December 31, 2025, 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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
−Removed: Williams continuously monitors these regulatory changes and how they may impact its operations.
−Removed: 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;
−Removed: 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
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Williams’ interstate gas pipelines are involved in remediation and monitoring activities related to certain facilities and locations for polychlorinated biphenyls (PCBs), mercury, and other hazardous substances.
+Added: These activities have involved the EPA and various state environmental authorities, resulting in Williams’ identification as a potentially responsible party (PRP) at various Superfund waste sites.
+Added: At December 31, 2025, Williams has accrued liabilities of $ 11 million (see Transco and NWP below) for these costs and expects to recover approximately $ 3 million through rates.
Williams also accrues environmental remediation costs for natural gas underground storage facilities, primarily related to soil and groundwater contamination.
4 unchanged sentences
At December 31, 2025, Williams has accrued environmental liabilities of $ 22 million related to these matters.
−Removed: 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.
+Added: Transco has had studies underway for many years to test some of its facilities for the presence of toxic and hazardous substances such as 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.
−Removed: 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.
+Added: Transco has worked closely with and responded to data requests from the EPA and state agencies regarding such potential contamination of certain of its 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.
−Removed: Transco also has a program for monitoring certain environmental activities at their Eminence storage facility.
+Added: Transco also has a program for monitoring certain environmental activities at its Eminence storage facility.
At December 31, 2025, Transco has accrued liabilities of approximately $ 10 million for the expected ongoing remediation and monitoring costs.
Notes (Continued)
−Removed: Transco has been identified as a potentially responsible party (PRP) at various Superfund and state waste disposal sites.
−Removed: Based on present volumetric estimates and other factors, their estimated aggregate exposure for remediation of these sites is less than $ 1 million.
+Added: Transco has been identified as a PRP at various Superfund and state waste disposal sites.
+Added: Based on present volumetric estimates and other factors, its 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.
20 unchanged sentences
In 2021, the state of Washington passed its Climate Commitment Act establishing a market-based cap-and-invest program to reduce carbon emissions.
−Removed: 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.
+Added: 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 its 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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: NWP’s latest rate case settlement allows them to recover the costs of purchasing allowances under the program in their next rate case.
−Removed: 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
+Added: Additionally, NWP has program obligations as a natural gas supplier and began purchasing allowances for NWP’s delivery of natural gas to certain of its customers and certain of its facilities in the state whose annual carbon emissions are insufficient to require its direct participation in the program.
+Added: NWP’s latest rate case settlement allows it to recover the costs of purchasing allowances under the program in its next rate case.
+Added: At December 31, 2025 and 2024, totals of $ 72 million and $ 38 million, respectively, were included in Regulatory assets and were comprised of the cost of the purchased allowances held, the estimated difference
Notes (Continued)
−Removed: held, the estimated difference between the allowances held and the allowances required, and the interest income component of the regulatory asset.
−Removed: 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.
−Removed: 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.
+Added: between the allowances held and the allowances required, and the interest income component of the regulatory asset.
+Added: At December 31, 2025 and December 31, 2024, $ 6 million and $ 3 million, respectively, were recorded in Other current liabilities as the estimated difference.
+Added: Interest income of $ 4 million for the year ended December 31, 2025, and $ 2 million for the year ended December 31, 2024, were reflected in Other income (expense) – net .
Other Divestiture Indemnifications
7 unchanged sentences
These calculations have been made without consideration of any potential recovery from third parties.
−Removed: Commitments for Gas & NGL Marketing Services pipeline transportation capacity and storage capacity are approximately $ 954 million at December 31, 2024.
−Removed: 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.
+Added: Commitments for construction and acquisition of property, plant, and equipment for Williams, Transco, and NWP are approximately $ 4.3 billion, $ 414 million, and $ 57 million, respectively at December 31, 2025.
+Added: A significant portion of the Williams commitment relates to acquisition of long-lead time equipment for the data center power innovation projects, which are backed by reimbursement from the customer if the equipment order is cancelled.
+Added: Commitments for Gas & NGL Marketing Services pipeline transportation capacity and storage capacity are approximately $ 974 million at December 31, 2025, a majority of which is expected to be paid over the next five years.
+Added: Actual payments for Gas & NGL Marketing Services were approximately $ 301 million in 2025, $ 293 million in 2024, and $ 244 million in 2023 for pipeline transportation capacity and storage capacity.
+Added: Williams has also entered a long-term LNG purchase obligation at market-based prices for approximately 10 percent of the volumes produced by Louisiana LNG, expected to begin in 2029.
+Added: It is expected that the purchased LNG can be sold at market-based prices.
+Added: Notes (Continued)
Note 19 – Segment Disclosures
−Removed: Williams’ reportable segments are Transmission & Gulf of America, Northeast G&P, West, and Gas & NGL Marketing Services.
+Added: Williams’ reportable segments are Transmission, Power & Gulf;
+Added: Northeast G&P;
+Added: and Gas & NGL Marketing Services.
All remaining business activities are included in Other.
−Removed: (See Note 1 – General, Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies.)
+Added: (See Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies.)
Performance Measurement
−Removed: Williams’ chief operating decision maker is the Chief Executive Officer.
−Removed: 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.
+Added: Williams’ CODM is the Chief Executive Officer.
+Added: Williams’ CODM 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 .
−Removed: Notes (Continued)
−Removed: Williams defines Modified EBITDA as follows:
−Removed: • Income (loss) before income taxes from continuing operations before:
−Removed: ◦ Depreciation and amortization expenses;
+Added: Williams defines Modified EBITDA of reportable segments as follows:
+Added: • Income (loss) before income taxes excluding:
+Added: ◦ Contributions from upstream operations, corporate, and other business activities;
+Added: ◦ Depreciation, depletion, and amortization expenses;
◦ Equity earnings (losses);
2 unchanged sentences
◦ Accretion expense associated with AROs for nonregulated operations.
−Removed: • 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.
−Removed: 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) .
−Removed: Intersegment Service revenues primarily represent transportation services provided to Williams’ marketing business and gathering services provided to its oil and gas properties.
+Added: • This measure is further adjusted to include Williams’ proportionate share (based on ownership interest) of Modified EBITDA from its equity-method investments, including its indirect share from interests owned by equity-method investees, calculated consistently with the definition described above.
+Added: 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 or write-offs of certain assets within Other (income) expense – net within Operating income (loss) .
+Added: Intersegment Service revenues primarily represent transportation services provided to Williams’ marketing business and gathering services provided to its upstream 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.
−Removed: Segment assets include Investments , Property, plant, and equipment – net, and Intangible assets – net of accumulated amortization .
+Added: Segment assets include Investments , Property, plant, and equipment – net, and Intangible assets – net .
Notes (Continued)
−Removed: The following tables present revenues, Modified EBITDA , significant expenses, and certain segment assets measures, as well as reconciliations to the consolidated totals:
−Removed: Transmission & Gulf of America Northeast G&P West Gas & NGL Marketing Services (1) Total
+Added: The following tables present revenues, Modified EBITDA , significant expenses, and certain segment assets measures:
+Added: Transmission, Power & Gulf Northeast G&P West Gas & NGL Marketing Services (1)
Segment revenues:
22 unchanged sentences
Operating and administrative expenses (3) ( 1,142 ) ( 449 ) ( 605 ) ( 93 )
−Removed: ( 1,104 ) ( 441 ) ( 591 ) ( 108 )
Recoverable power, transportation, and storage costs (4) ( 247 ) ( 172 ) ( 62 ) —
−Removed: ( 250 ) ( 143 ) ( 49 ) —
Other segment income (expenses) - net (5) 68 ( 10 ) 4 2
−Removed: 155 3 ( 5 ) —
+Added: Impairment or write-off of certain assets (6) — — ( 212 ) —
Proportional Modified EBITDA of equity-method investments 147 640 142 36
−Removed: Modified EBITDA of reportable segments $ 3,273 $ 1,958 $ 1,312 $ ( 124 ) $ 6,419
−Removed: Modified EBITDA from upstream operations, corporate, and other business activities 237
−Removed: Total consolidated Modified EBITDA $ 6,656
+Added: Total Modified EBITDA of reportable segments
+Added: $ 3,720 $ 2,028 $ 1,238 $ 311 $ 7,297
Reconciliation of Modified EBITDA:
−Removed: Depreciation and amortization expenses $ ( 2,219 )
+Added: Contributions from upstream operations, corporate, and other business activities
+Added: Depreciation, depletion, and amortization expenses ( 2,347 )
Equity earnings (losses) 760
3 unchanged sentences
Proportional Modified EBITDA of equity-method investments ( 965 )
−Removed: Income (loss) before income taxes from continuing operations $ 2,986
+Added: Income (loss) before income taxes $ 3,625
Equity-method investments by reportable segment $ 512 $ 3,236 $ 460 $ 292 $ 4,500
3 unchanged sentences
Total current assets 3,244
−Removed: Regulatory assets, deferred charges, and noncurrent assets 1,830
+Added: Regulatory assets, deferred charges, and other
Assets of upstream operations, corporate, and other business activities 1,555
1 unchanged sentence
Additions to long-lived segment assets $ 3,845 $ 209 $ 1,067 $ 1 $ 5,122
−Removed: $ 4,399 $ 210 $ 529 $ 2 $ 5,140
Additions to long-lived assets of upstream operations, corporate, and other business activities 302
1 unchanged sentence
Notes (Continued)
−Removed: Transmission & Gulf of America Northeast G&P West Gas & NGL Marketing Services (1) Total
+Added: Transmission, Power & Gulf Northeast G&P West Gas & NGL Marketing Services (1)
Segment revenues:
28 unchanged sentences
155 3 ( 5 ) —
−Removed: Gain on sale of business (6)
Proportional Modified EBITDA of equity-method investments 173 602 132 —
−Removed: Modified EBITDA of reportable segments $ 3,068 $ 1,916 $ 1,238 $ 950 $ 7,172
−Removed: Modified EBITDA from upstream operations, corporate, and other business activities 307
−Removed: Unallocated Net gain from Energy Transfer litigation judgment (7)
−Removed: Total consolidated Modified EBITDA $ 8,013
+Added: Total Modified EBITDA of reportable segments
+Added: $ 3,273 $ 1,958 $ 1,312 $ ( 124 ) $ 6,419
Reconciliation of Modified EBITDA:
−Removed: Depreciation and amortization expenses $ ( 2,071 )
+Added: Contributions from upstream operations, corporate, and other business activities
+Added: Depreciation, depletion, and amortization expenses
Equity earnings (losses) 560
3 unchanged sentences
Proportional Modified EBITDA of equity-method investments ( 909 )
−Removed: Income (loss) before income taxes from continuing operations $ 4,405
+Added: Income (loss) before income taxes $ 2,986
Equity-method investments by reportable segment $ 272 $ 3,346 $ 476 $ — $ 4,094
3 unchanged sentences
Total current assets 2,661
−Removed: Regulatory assets, deferred charges, and noncurrent assets 1,573
+Added: Regulatory assets, deferred charges, and other
Assets of upstream operations, corporate, and other business activities 1,784
5 unchanged sentences
Notes (Continued)
−Removed: Transmission & Gulf of America Northeast G&P West Gas & NGL Marketing Services (1) Total
+Added: Transmission, Power & Gulf Northeast G&P West Gas & NGL Marketing Services (1)
Segment revenues:
13 unchanged sentences
Total revenues of reportable segments $ 4,150 $ 2,033 $ 2,135 $ 2,878 $ 11,196
−Removed: $ 4,047 $ 1,802 $ 2,561 $ 3,233 $ 11,643
Reconciliation of revenues:
11 unchanged sentences
Other segment income (expenses) - net (5) 118 ( 10 ) 7 ( 1 )
−Removed: 19 ( 6 ) ( 14 ) 4
+Added: Impairment or write-off of certain assets — — ( 10 ) —
+Added: Gain on sale of business (7) 129 — — —
Proportional Modified EBITDA of equity-method investments 205 574 162 —
−Removed: Modified EBITDA of reportable segments $ 2,674 $ 1,796 $ 1,211 $ ( 40 ) $ 5,641
−Removed: Modified EBITDA from upstream operations, corporate, and other business activities 434
−Removed: Total consolidated Modified EBITDA $ 6,075
+Added: Total Modified EBITDA of reportable segments
+Added: $ 3,068 $ 1,916 $ 1,238 $ 950 $ 7,172
Reconciliation of Modified EBITDA:
−Removed: Depreciation and amortization expenses $ ( 2,009 )
+Added: Contributions from upstream operations, corporate, and other business activities
+Added: Unallocated Net gain from Energy Transfer litigation judgment (8) 534
+Added: Depreciation, depletion, and amortization expenses
Equity earnings (losses) 589
3 unchanged sentences
Proportional Modified EBITDA of equity-method investments ( 939 )
−Removed: Income (loss) before income taxes from continuing operations $ 2,542
+Added: Income (loss) before income taxes
Equity-method investments by reportable segment $ 652 $ 3,477 $ 477 $ — $ 4,606
3 unchanged sentences
Total current assets 4,513
−Removed: Regulatory assets, deferred charges, and noncurrent assets 1,319
+Added: Regulatory assets, deferred charges, and other
Assets of upstream operations, corporate, and other business activities 1,252
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(5) Other segment income (expenses) primarily includes equity AFUDC and regulatory credits and charges related to Williams’ regulated operations.
−Removed: (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).
−Removed: (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).
+Added: (6) Impairment or write-off of certain assets primarily includes a $ 25 million write-off of certain compression assets within the West segment in September 2025 and a $ 176 million impairment of certain gas gathering assets within the West segment in December 2025 (Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk).
+Added: (7) Gain on sale of business reflects a gain recognized on the sale of certain liquids pipelines in the Gulf Coast region in September 2023 (Note 3 – Acquisitions and Divestitures).
+Added: (8) Net gain from Energy Transfer litigation judgment resulted from a favorable ruling in November 2023 (Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies).
Transco manages and evaluates its business as a single reportable segment.
−Removed: Transco’s chief operating decision maker is the Senior Vice President, Transmission & Gulf of America.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Transco’s CODM is the Senior Vice President, Transmission, Power & Gulf.
+Added: Transco’s CODM determines resource allocation, measures and evaluates segment operating performance based upon Net income (loss) as reported on the Statement of Net Income.
+Added: Significant expenses within net income include Operating and maintenance expenses and General and administrative expenses , which are each separately presented on Transco’s Statement of Net Income.
+Added: Other segment items within net income include natural gas product costs;
+Added: depreciation and amortization expenses;
+Added: taxes, other than income taxes;
+Added: interest expense;
+Added: interest income;
+Added: other income (expense) – net;
Transco’s segment assets include Property, plant, and equipment – net as presented on the Balance Sheet.
NWP manages and evaluates its business as a single reportable segment.
−Removed: NWP’s chief operating decision maker is the Senior Vice President, Transmission & Gulf of America.
−Removed: 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.
−Removed: 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.
−Removed: Other segment items within net income include depreciation and amortization expense, taxes, other than income taxes, interest expense, other income (expense) – net, and AFUDC.
+Added: NWP’s CODM is the Senior Vice President, Transmission, Power & Gulf.
+Added: NWP’s CODM determines resource allocation, measures and evaluates segment operating performance based upon Net income (loss) as reported on the Statement of Net Income.
+Added: Significant expenses within net income include Operating and maintenance expenses and General and administrative expenses , which are each separately presented on NWP’s Statement of Net Income.
+Added: Other segment items within net income include depreciation and amortization expenses;
+Added: taxes, other than income taxes;
+Added: interest expense;
+Added: other income (expense) – net;
NWP’s segment assets include Property, plant, and equipment – net as presented on the Balance Sheet.
Notes (Continued)
−Removed: Note 20 – Subsequent Events
+Added: Note 20 – Subsequent Event
Quarterly Dividends to Common Stockholders
On January 27, 2026, Williams’ board of directors approved a regular quarterly dividend to common stockholders of $ 0.525 per share payable on March 30, 2026.
−Removed: Long-term Debt Issuance and Retirement
−Removed: 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).
−Removed: Also in January 2025, Williams retired $ 750 million of senior unsecured debt.
The Williams Companies, Inc.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.