Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Page
Williams:
Report of Independent Registered Public Accounting Firm
93
Consolidated Statements of Income for the Years Ended December 31, 2025, 2024, and 2023
95
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2025, 2024, and 2023
96
Consolidated Balance Sheets at December 31, 2025 and 2024
97
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024, and 2023
98
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023
99
Transco:
Report of Independent Registered Public Accounting Firm
100
Statements of Net Income for the Years Ended December 31, 2025, 2024, and 2023
102
Balance Sheets at December 31, 2025 and 2024
103
Statements of Changes in Member’s Equity for the Years Ended December 31, 2025, 2024, and 2023
104
Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023
105
NWP:
Report of Independent Registered Public Accounting Firm
106
Statements of Net Income for the Years Ended December 31, 2025, 2024, and 2023
108
Balance Sheets at December 31, 2025 and 2024
109
Statements of Changes in Member’s Equity for the Years Ended December 31, 2025, 2024, and 2023
110
Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023
111
Combined Notes to Financial Statements
112
Schedule II — Valuation and Qualifying Accounts
191
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
The Williams Companies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of The Williams Companies, Inc. (the Company) as of December 31, 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”). 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.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
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Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Regulatory Accounting
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 . As such, certain incurred costs that would otherwise be charged to expense are deferred as regulatory assets, based on the expected recovery from customers in future rates. Likewise, certain actual or anticipated credits that would otherwise reduce expense are deferred as regulatory liabilities, based on the expected return to customers in future rates. The Company records items as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refunded in future rates.
Auditing 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.
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.
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. For example, we assessed the recoverability and completeness of various regulatory assets and liabilities, considering information obtained from regulatory rulings.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1962.
Tulsa, Oklahoma
February 24, 2026
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The Williams Companies, Inc.
Consolidated Statement of Income
Year Ended December 31,
2025 2024 2023
(Millions, except per-share amounts)
Revenues:
Service revenues $ 8,348 $ 7,628 $ 7,026
Service revenues – commodity consideration 192 134 146
Product sales 3,290 2,991 2,779
Net gain (loss) from commodity derivatives 120 ( 250 ) 956
Total revenues
11,950 10,503 10,907
Costs and expenses:
Product costs 2,133 2,075 1,884
Net processing commodity expenses 66 43 151
Operating and maintenance expenses 2,282 2,179 1,984
Depreciation, depletion, and amortization expenses
2,347 2,219 2,071
General and administrative expenses
721 708 665
Impairment or write-off of certain assets (Note 16)
212 — 10
Gain on sale of business (Note 3)
— — ( 129 )
Other (income) expense – net ( 7 ) ( 60 ) ( 40 )
Total costs and expenses
7,754 7,164 6,596
Operating income (loss) 4,196 3,339 4,311
Equity earnings (losses) 760 560 589
Other investing income (loss) – net 42 343 108
Interest expense ( 1,442 ) ( 1,364 ) ( 1,236 )
Net gain from Energy Transfer litigation judgment (Note 1)
— — 534
Other income (expense) – net 69 108 99
Income (loss) before income taxes 3,625 2,986 4,405
Less: Provision (benefit) for income taxes 857 640 1,005
Income (loss) from continuing operations 2,768 2,346 3,400
Income (loss) from discontinued operations (Note 1)
— — ( 97 )
Net income (loss) 2,768 2,346 3,303
Less: Net income (loss) attributable to noncontrolling interests
150 121 124
Net income (loss) attributable to The Williams Companies, Inc. 2,618 2,225 3,179
Less: Preferred stock dividends 3 3 3
Net income (loss) available to common stockholders $ 2,615 $ 2,222 $ 3,176
Amounts attributable to The Williams Companies, Inc. available to common stockholders:
Income (loss) from continuing operations $ 2,615 $ 2,222 $ 3,273
Income (loss) from discontinued operations (Note 1)
— — ( 97 )
Net income (loss) available to common stockholders
$ 2,615 $ 2,222 $ 3,176
Basic earnings (loss) per common share:
Income (loss) from continuing operations
$ 2.14 $ 1.82 $ 2.69
Income (loss) from discontinued operations
— — ( .08 )
Net income (loss) available to common stockholders
$ 2.14 $ 1.82 $ 2.61
Weighted-average shares (millions)
1,221 1,219 1,218
Diluted earnings (loss) per common share:
Income (loss) from continuing operations
$ 2.14 $ 1.82 $ 2.68
Income (loss) from discontinued operations
— — ( .08 )
Net income (loss) available to common stockholders
$ 2.14 $ 1.82 $ 2.60
Weighted-average shares (millions)
1,225 1,223 1,223
See the Combined Notes to Financial Statements.
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The Williams Companies, Inc.
Consolidated Statement of Comprehensive Income (Loss)
Year Ended December 31,
2025 2024 2023
(Millions)
Net income (loss) $ 2,768 $ 2,346 $ 3,303
Other comprehensive income (loss):
Designated interest rate cash flow hedging activities:
Net unrealized gain (loss) from derivative instruments, net of taxes of $( 1 ), $( 2 ), and $( 8 ) in 2025, 2024, and 2023, respectively
3 6 26
Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of $ 1 , $ 1 , and $ 1 in 2025, 2024, and 2023, respectively
( 3 ) ( 2 ) ( 2 )
Pension and other postretirement benefits:
Net actuarial gain (loss) arising during the year, net of taxes of $( 9 ), $( 24 ), and $ — in 2025, 2024, and 2023, respectively
27 72 ( 2 )
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of $ 2 , $ 1 , and $ — in 2025, 2024, and 2023, respectively
( 5 ) — 3
Other comprehensive income (loss) 22 76 25
Comprehensive income (loss) 2,790 2,422 3,328
Less: Comprehensive income (loss) attributable to noncontrolling interests 150 121 124
Comprehensive income (loss) attributable to The Williams Companies, Inc. $ 2,640 $ 2,301 $ 3,204
See the Combined Notes to Financial Statements.
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The Williams Companies, Inc.
Consolidated Balance Sheet
December 31,
2025 2024
(Millions, except per-share amounts)
ASSETS
Current assets:
Cash and cash equivalents $ 63 $ 60
Trade accounts and other receivables (net of allowance of ($ 1 ) at December 31, 2025 and December 31, 2024)
2,084 1,863
Inventories 314 279
Assets held for sale (Note 3)
318 1
Derivative assets 209 267
Other current assets and deferred charges 256 191
Total current assets 3,244 2,661
Investments 4,559 4,140
Property, plant, and equipment – net 41,996 38,692
Intangible assets – net
6,763 7,209
Regulatory assets, deferred charges, and other 2,011 1,830
Total assets $ 58,573 $ 54,532
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 2,224 $ 1,613
Liabilities held for sale (Note 3)
63 —
Derivative liabilities 135 164
Other current liabilities 1,639 1,360
Commercial paper 700 455
Long-term debt due within one year 1,345 1,720
Total current liabilities 6,106 5,312
Long-term debt 27,316 24,736
Deferred income tax liabilities 5,170 4,376
Regulatory liabilities, deferred income, and other 4,986 5,268
Contingent liabilities and commitments (Note 18)
Equity:
Stockholders’ equity:
Preferred stock ($ 1 par value; 30 million shares authorized at December 31, 2025 and December 31, 2024; 35 thousand shares issued at December 31, 2025 and December 31, 2024)
35 35
Common stock ($ 1 par value; 1,470 million shares authorized at December 31, 2025 and December 31, 2024; 1,261 million shares issued at December 31, 2025 and 1,258 million shares issued at December 31, 2024)
1,261 1,258
Capital in excess of par value 24,801 24,643
Retained deficit ( 12,237 ) ( 12,396 )
Accumulated other comprehensive income (loss) 127 76
Treasury stock, at cost ( 39 million shares at December 31, 2025 and December 31, 2024 of common stock)
( 1,180 ) ( 1,180 )
Total stockholders’ equity 12,807 12,436
Noncontrolling interests in consolidated subsidiaries 2,188 2,404
Total equity 14,995 14,840
Total liabilities and equity $ 58,573 $ 54,532
See the Combined Notes to Financial Statements.
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The Williams Companies, Inc.
Consolidated Statement of Changes in Equity
The Williams Companies, Inc. Stockholders
Preferred Stock Common
Stock Capital in
Excess of
Par Value Retained
Deficit AOCI* Treasury
Stock Total
Stockholders’
Equity Noncontrolling
Interests Total Equity
(Millions)
Balance at December 31, 2022 $ 35 $ 1,253 $ 24,542 $ ( 13,271 ) $ ( 24 ) $ ( 1,050 ) $ 11,485 $ 2,560 $ 14,045
Net income (loss) — — — 3,179 — — 3,179 124 3,303
Other comprehensive income (loss) — — — — 25 — 25 — 25
Cash dividends – common stock ($ 1.79 per share)
— — — ( 2,179 ) — — ( 2,179 ) — ( 2,179 )
Stock-based compensation and related common stock issuances, net of tax — 3 35 — — — 38 — 38
Dividends and distributions to noncontrolling interests — — — — — — — ( 213 ) ( 213 )
Contributions from noncontrolling interests — — — — — — — 18 18
Purchases of treasury stock — — — — — ( 130 ) ( 130 ) — ( 130 )
Other — — 1 ( 16 ) ( 1 ) — ( 16 ) — ( 16 )
Net increase (decrease) in equity — 3 36 984 24 ( 130 ) 917 ( 71 ) 846
Balance at December 31, 2023 $ 35 $ 1,256 $ 24,578 $ ( 12,287 ) $ — $ ( 1,180 ) $ 12,402 $ 2,489 $ 14,891
Net income (loss) — — — 2,225 — — 2,225 121 2,346
Other comprehensive income (loss) — — — — 76 — 76 — 76
Cash dividends – common stock ($ 1.90 per share)
— — — ( 2,316 ) — — ( 2,316 ) — ( 2,316 )
Stock-based compensation and related common stock issuances, net of tax — 2 65 — — — 67 — 67
Dividends and distributions to noncontrolling interests — — — — — — — ( 242 ) ( 242 )
Contributions from noncontrolling interests — — — — — — — 36 36
Other — — — ( 18 ) — — ( 18 ) — ( 18 )
Net increase (decrease) in equity — 2 65 ( 109 ) 76 — 34 ( 85 ) ( 51 )
Balance at December 31, 2024 $ 35 $ 1,258 $ 24,643 $ ( 12,396 ) $ 76 $ ( 1,180 ) $ 12,436 $ 2,404 $ 14,840
Net income (loss) — — — 2,618 — — 2,618 150 2,768
Other comprehensive income (loss) — — — — 22 — 22 — 22
Cash dividends – common stock ($ 2.00 per share)
— — — ( 2,442 ) — — ( 2,442 ) — ( 2,442 )
Stock-based compensation and related common stock issuances, net of tax — 3 32 — — — 35 — 35
Dividends and distributions to noncontrolling interests — — — — — — — ( 259 ) ( 259 )
Noncontrolling interest resulting from acquisition — — — — — — — 25 25
Changes in ownership of consolidated subsidiaries, net (Note 2)
— — 126 — — — 126 ( 166 ) ( 40 )
Contributions from noncontrolling interests — — — — — — — 36 36
Other — — — ( 17 ) 29 — 12 ( 2 ) 10
Net increase (decrease) in equity — 3 158 159 51 — 371 ( 216 ) 155
Balance at December 31, 2025 $ 35 $ 1,261 $ 24,801 $ ( 12,237 ) $ 127 $ ( 1,180 ) $ 12,807 $ 2,188 $ 14,995
* Accumulated Other Comprehensive Income (Loss)
See the Combined Notes to Financial Statements.
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The Williams Companies, Inc.
Consolidated Statement of Cash Flows
Year Ended December 31,
2025 2024 2023
(Millions)
OPERATING ACTIVITIES:
Net income (loss) $ 2,768 $ 2,346 $ 3,303
Adjustments to reconcile to net cash provided (used) by operating activities:
Depreciation, depletion, and amortization 2,347 2,219 2,071
Provision (benefit) for deferred income taxes 744 506 951
Equity (earnings) losses ( 760 ) ( 560 ) ( 589 )
Distributions from equity-method investees (Note 8) 800 789 796
Impairment or write-off of certain assets (Note 16)
212 — 10
Net unrealized (gain) loss from commodity derivative instruments ( 150 ) 367 ( 660 )
Gain on sale of business (Note 3) — — ( 129 )
Gain on disposition of equity-method investments (Note 8) — ( 149 ) —
Gain on remeasurement of equity-method investments (Note 3) — ( 127 ) ( 30 )
Inventory write-downs 8 10 30
Amortization of stock-based awards 93 99 77
Cash provided (used) by changes in current assets and liabilities:
Accounts receivable ( 219 ) ( 169 ) 1,089
Inventories ( 45 ) ( 9 ) 13
Other current assets and deferred charges ( 71 ) 9 60
Accounts payable 115 139 ( 1,009 )
Other current liabilities 170 35 ( 19 )
Changes in current and noncurrent commodity derivative assets and liabilities 99 ( 286 ) 200
Other, including changes in noncurrent assets and liabilities ( 213 ) ( 245 ) ( 226 )
Net cash provided (used) by operating activities 5,898 4,974 5,938
FINANCING ACTIVITIES:
Proceeds from (payments of) commercial paper – net 245 ( 269 ) 372
Proceeds from long-term debt 4,940 3,594 2,755
Payments of long-term debt ( 2,827 ) ( 2,946 ) ( 634 )
Payments for debt issuance costs ( 45 ) ( 32 ) ( 23 )
Proceeds from issuance of common stock 9 10 6
Purchases of treasury stock — — ( 130 )
Common dividends paid ( 2,442 ) ( 2,316 ) ( 2,179 )
Dividends and distributions paid to noncontrolling interests ( 259 ) ( 242 ) ( 213 )
Contributions from noncontrolling interests 36 36 18
Other – net ( 63 ) ( 36 ) ( 21 )
Net cash provided (used) by financing activities ( 406 ) ( 2,201 ) ( 49 )
INVESTING ACTIVITIES:
Property, plant, and equipment:
Capital expenditures (1) ( 4,893 ) ( 2,573 ) ( 2,516 )
Dispositions – net ( 106 ) ( 105 ) ( 51 )
Proceeds from sale of business (Note 3) — — 346
Purchases of businesses, net of cash acquired (Note 3) ( 1 ) ( 2,244 ) ( 1,568 )
Proceeds from dispositions of equity-method investments (Note 8) — 161 —
Purchases of and contributions to equity-method investments (Note 8) ( 511 ) ( 114 ) ( 141 )
Other – net 22 12 39
Net cash provided (used) by investing activities ( 5,489 ) ( 4,863 ) ( 3,891 )
Increase (decrease) in cash and cash equivalents 3 ( 2,090 ) 1,998
Cash and cash equivalents at beginning of year 60 2,150 152
Cash and cash equivalents at end of year $ 63 $ 60 $ 2,150
_________
(1) Increases to property, plant, and equipment $ ( 5,375 ) $ ( 2,581 ) $ ( 2,564 )
Changes in related accounts payable and accrued liabilities 482 8 48
Capital expenditures $ ( 4,893 ) $ ( 2,573 ) $ ( 2,516 )
See the Combined Notes to Financial Statements.
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Report of Independent Registered Public Accounting Firm
To the Member and the Management Committee of Transcontinental Gas Pipe Line Company, LLC
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Transcontinental Gas Pipe Line Company, LLC (the Company) as of December 31, 2025 and 2024, the related statements of net income, changes in member’s equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 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.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account s or disclosure to which it relates.
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Description of the Matter
Regulatory Accounting
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. Likewise, certain actual or anticipated credits that would otherwise reduce expense are deferred as regulatory liabilities, based on the expected return to customers in future rates. The Company records items as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refunded in future rates.
Auditing 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.
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. For example, we assessed the recoverability and completeness of various regulatory assets and liabilities, considering information obtained from regulatory rulings.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1995.
Houston, Texas
February 24, 2026
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Transcontinental Gas Pipe Line Company, LLC
Statement of Net Income
Year Ended
December 31,
2025 2024 2023
(Millions)
Revenues:
Natural gas transportation service revenues $ 2,874 $ 2,619 $ 2,506
Natural gas storage service revenues 228 200 186
Natural gas product sales 126 118 137
Other service revenues 35 27 37
Total revenues 3,263 2,964 2,866
Costs and expenses:
Natural gas product costs 126 118 137
Operating and maintenance expenses 509 510 517
Depreciation and amortization expenses 574 545 519
General and administrative expenses 223 216 215
Taxes, other than income taxes 114 111 105
Other (income) expense – net 27 ( 35 ) ( 38 )
Total costs and expenses 1,573 1,465 1,455
Operating income (loss) 1,690 1,499 1,411
Interest expense ( 332 ) ( 324 ) ( 324 )
Interest income 37 58 87
Allowance for equity and borrowed funds used during construction (AFUDC) 35 88 77
Other income (expense) – net ( 4 ) ( 8 ) ( 4 )
Net income (loss) $ 1,426 $ 1,313 $ 1,247
See the Combined Notes to Financial Statements.
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Transcontinental Gas Pipe Line Company, LLC
Balance Sheet
December 31,
2025 2024
(Millions)
ASSETS
Current assets:
Cash and cash equivalents $ — $ —
Trade accounts and other receivables:
Advances to affiliate 954 638
Trade 306 250
Affiliates 7 24
Other 23 12
Inventories 82 81
Regulatory assets 126 74
Other current assets and deferred charges 24 24
Total current assets 1,522 1,103
Property, plant, and equipment – net 14,608 14,103
Regulatory assets 268 320
Deferred charges and other 466 405
Total assets $ 16,864 $ 15,931
LIABILITIES AND MEMBER’S EQUITY
Current liabilities:
Payables:
Trade $ 225 $ 258
Affiliates 62 55
Regulatory liabilities 93 58
Accrued interest 53 76
Reserve for rate refunds (Note 18) 179 —
Accrual for litigation settlement (Note 18) 75 —
Other current liabilities 143 105
Asset retirement obligations 41 22
Long-term debt due within one year 246 35
Total current liabilities 1,117 609
Long-term debt 5,642 5,200
Regulatory liabilities 914 976
Asset retirement obligations 573 593
Deferred income and other 227 248
Contingent liabilities and commitments (Note 18)
Member’s equity:
Member’s capital 5,088 5,088
Retained earnings 3,303 3,217
Total member’s equity 8,391 8,305
Total liabilities and member’s equity $ 16,864 $ 15,931
See the Combined Notes to Financial Statements.
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Transcontinental Gas Pipe Line Company, LLC
Statement of Changes in Member’s Equity
Year Ended
December 31,
2025 2024 2023
(Millions)
Member’s Capital:
Balance at beginning and end of period
$ 5,088 $ 5,088 $ 5,088
Retained Earnings:
Balance at beginning of period
3,217 3,049 3,022
Net income 1,426 1,313 1,247
Cash distributions to parent ( 1,340 ) ( 1,145 ) ( 1,220 )
Balance at end of period
3,303 3,217 3,049
Total Member’s Equity $ 8,391 $ 8,305 $ 8,137
See the Combined Notes to Financial Statements.
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Transcontinental Gas Pipe Line Company, LLC
Statement of Cash Flows
Year Ended December 31,
2025 2024 2023
(Millions)
OPERATING ACTIVITIES:
Net income (loss) $ 1,426 $ 1,313 $ 1,247
Adjustments to reconcile net cash provided (used) by operating activities:
Depreciation and amortization 574 545 519
Allowance for equity funds used during construction (equity AFUDC) ( 28 ) ( 71 ) ( 63 )
Cash provided (used) by changes in current assets and liabilities:
Affiliate receivables 17 ( 14 ) ( 1 )
Trade and other accounts receivable ( 67 ) — 6
Inventories ( 1 ) 2 10
Regulatory assets ( 52 ) 13 37
Other current assets and deferred charges — ( 10 ) 27
Trade accounts payable 14 ( 4 ) ( 18 )
Affiliate payables 7 — 1
Reserve for rate refunds 179 — —
Other current liabilities 49 ( 63 ) 72
Other, including changes in noncurrent assets and liabilities ( 43 ) ( 15 ) ( 122 )
Net cash provided (used) by operating activities 2,075 1,696 1,715
FINANCING ACTIVITIES:
Proceeds from long-term debt
1,696 — —
Proceeds from other financing obligations 3 2 7
Payments of long-term debt ( 1,000 ) — —
Payments on other financing obligations ( 35 ) ( 32 ) ( 29 )
Payments for debt issuance costs ( 15 ) — —
Cash distributions to parent ( 1,340 ) ( 1,145 ) ( 1,220 )
Net cash provided (used) by financing activities ( 691 ) ( 1,175 ) ( 1,242 )
INVESTING ACTIVITIES:
Property, plant, and equipment:
Capital expenditures (1) ( 965 ) ( 1,140 ) ( 894 )
Contributions and advances for construction costs 28 16 21
Dispositions - net ( 107 ) ( 110 ) ( 51 )
Advances to affiliate - net ( 316 ) 715 460
Purchase of asset retirement obligations trust investments ( 64 ) ( 23 ) ( 22 )
Proceeds from sale of asset retirement obligations trust investments 40 21 13
Net cash provided (used) by investing activities ( 1,384 ) ( 521 ) ( 473 )
Increase (decrease) in cash and cash equivalents — — —
Cash and cash equivalents at beginning of year — — —
Cash and cash equivalents at end of year
$ — $ — $ —
____________________________
(1) Increase to property, plant, and equipment, exclusive of equity AFUDC $ ( 918 ) $ ( 1,112 ) $ ( 991 )
Changes in related accounts payable and accrued liabilities ( 47 ) ( 28 ) 97
Capital expenditures $ ( 965 ) $ ( 1,140 ) $ ( 894 )
See the Combined Notes to Financial Statements.
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Report of Independent Registered Public Accounting Firm
To the Member and the Management Committee of Northwest Pipeline LLC
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Northwest Pipeline LLC (the Company) as of December 31, 2025 and 2024, the related statements of net income, changes in member’s equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 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.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account s or disclosure to which it relates.
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Description of the Matter
Regulatory Accounting
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. Likewise, certain actual or anticipated credits that would otherwise reduce expense are deferred as regulatory liabilities, based on the expected return to customers in future rates. The Company records items as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refunded in future rates.
Auditing 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.
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. For example, we assessed the recoverability and completeness of various regulatory assets and liabilities, considering information obtained from regulatory rulings.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1986.
Houston, Texas
February 24, 2026
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Northwest Pipeline LLC
Statement of Net Income
Year Ended
December 31,
2025 2024 2023
(Millions)
Revenues:
Natural gas transportation service revenues $ 434 $ 416 $ 415
Natural gas storage service revenues 15 15 15
Other service revenues 9 13 10
Total revenues 458 444 440
Costs and expenses:
Operating and maintenance expenses 96 95 88
Depreciation and amortization expenses 117 111 111
General and administrative expenses 49 51 51
Taxes, other than income taxes 15 14 12
Other (income) expense - net ( 13 ) ( 18 ) ( 16 )
Total costs and expenses 264 253 246
Operating income (loss) 194 191 194
Interest expense ( 28 ) ( 28 ) ( 28 )
Allowance for equity and borrowed funds used during construction (AFUDC) 9 10 4
Other income (expense) – net 6 7 10
Net income (loss) $ 181 $ 180 180
See the Combined Notes to Financial Statements.
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Northwest Pipeline LLC
Balance Sheet
December 31,
2025 2024
(Millions)
ASSETS
Current Assets:
Cash and cash equivalents $ — $ —
Trade accounts and other receivables:
Advances to affiliate 218 —
Trade 41 39
Other 1 2
Inventories 9 9
Regulatory assets 3 6
Other current assets and deferred charges 8 6
Total current assets 280 62
Property, plant, and equipment – net 2,270 2,129
Regulatory assets 80 49
Deferred charges and other 30 29
Total assets $ 2,660 $ 2,269
LIABILITIES AND MEMBER’S EQUITY
Current Liabilities:
Payables:
Advances from affiliate $ — $ 26
Trade 39 48
Affiliates 12 12
Regulatory liabilities 20 20
Other current liabilities 32 34
Long-term debt due within one year — 85
Total current liabilities 103 225
Long-term debt 748 497
Regulatory liabilities 225 233
Asset retirement obligations 152 144
Deferred income and other 5 7
Contingent liabilities and commitments (Note 18)
Member’s Equity:
Member’s capital 1,305 1,074
Retained earnings 122 89
Total member’s equity 1,427 1,163
Total liabilities and member’s equity $ 2,660 $ 2,269
See the Combined Notes to Financial Statements.
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Northwest Pipeline LLC
Statement of Changes in Member’s Equity
Year Ended
December 31,
2025 2024 2023
(Millions)
Member’s Capital:
Balance at beginning of period $ 1,074 $ 1,074 $ 1,074
Capital contributions from parent 231 — —
Balance at end of period
1,305 1,074 1,074
Retained Earnings:
Balance at beginning of period 89 59 34
Net income 181 180 180
Cash distributions to parent ( 148 ) ( 150 ) ( 155 )
Balance at end of period 122 89 59
Total Member’s Equity $ 1,427 $ 1,163 $ 1,133
See the Combined Notes to Financial Statements.
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Northwest Pipeline LLC
Statement of Cash Flows
Year Ended
December 31,
2025 2024 2023
(Millions)
OPERATING ACTIVITIES:
Net income (loss) $ 181 $ 180 $ 180
Adjustments to reconcile net cash provided (used) by operating activities:
Depreciation and amortization 117 111 111
Allowance for equity funds used during construction (equity AFUDC) ( 7 ) ( 8 ) ( 3 )
Cash provided (used) by changes in current assets and liabilities:
Affiliate receivables — 1 —
Trade and other accounts receivable ( 1 ) ( 1 ) —
Inventories — ( 1 ) 1
Other current assets and deferred charges ( 2 ) ( 2 ) 1
Trade accounts payable ( 1 ) ( 3 ) 4
Affiliate payables — ( 1 ) 1
Regulatory liabilities — 1 ( 126 )
Other current liabilities 3 ( 3 ) 3
Other, including changes in noncurrent assets and liabilities
Regulatory assets ( 31 ) ( 15 ) ( 29 )
Regulatory liabilities ( 21 ) ( 27 ) ( 20 )
Other - net 7 7 6
Net cash provided (used) by operating activities 245 239 129
FINANCING ACTIVITIES:
Proceeds from long-term debt 250 — —
Payments of long-term debt ( 85 ) — —
Cash distributions to parent ( 148 ) ( 150 ) ( 155 )
Cash contributions from parent 231 — —
Advances from affiliate, net ( 26 ) 26 —
Net cash provided (used) by financing activities 222 ( 124 ) ( 155 )
INVESTING ACTIVITIES:
Property, plant, and equipment:
Capital expenditures (1) ( 234 ) ( 266 ) ( 125 )
Contributions and advances for construction costs 7 5 6
Dispositions - net ( 22 ) ( 12 ) ( 8 )
Advances to affiliate - net ( 218 ) 158 153
Net cash provided (used) by investing activities ( 467 ) ( 115 ) 26
Increase (decrease) in cash and cash equivalents — — —
Cash and cash equivalents at beginning of year — — —
Cash and cash equivalents at end of year $ — $ — $ —
____________________________________
(1) Increases to property, plant, and equipment, exclusive of equity AFUDC $ ( 223 ) $ ( 266 ) $ ( 140 )
Changes in related accounts payable and accrued liabilities ( 11 ) — 15
Capital expenditures $ ( 234 ) $ ( 266 ) $ ( 125 )
See the Combined Notes to Financial Statements.
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Index of Combined Notes to Financial Statements
The Combined Notes to Financial Statements include information for multiple registrants, specifically The Williams Companies, Inc. (Williams), as well as Transcontinental Gas Pipe Line Company, LLC (Transco) and Northwest Pipeline LLC (NWP), both of which are wholly owned subsidiaries of Williams. 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.
Note
Registrant
Page
Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
Williams, Transco, NWP
112
Note 2 – Variable Interest Entities
Williams
128
Note 3 – Acquisitions and Divestitures
Williams
130
Note 4 – Related Party Transactions
Williams, Transco, NWP
137
Note 5 – Revenue Recognition
Williams, Transco, NWP 140
Note 6 – Provision (Benefit) for Income Taxes
Williams 144
Note 7 – Employee Benefit Plans
Williams 146
Note 8 – Investing Activities
Williams 151
Note 9 – Property, Plant, and Equipment
Williams, Transco, NWP 154
Note 10 – Regulatory Assets and Liabilities
Williams, Transco, NWP 156
Note 11 – Goodwill and Other Intangible Assets
Williams 161
Note 12 – Other Current Liabilities
Williams, Transco, NWP 163
Note 13 – Debt and Banking Arrangements
Williams, Transco, NWP
164
Note 14 – Leases
Williams, Transco, NWP 171
Note 15 – Equity-Based Compensation
Williams 173
Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk
Williams, Transco, NWP 175
Note 17 – Commodity Derivatives
Williams 179
Note 18 – Contingencies and Commitments
Williams, Transco, NWP 181
Note 19 – Segment Disclosures
Williams, Transco, NWP 185
Note 20 – Subsequent Event
Williams
190
Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
Description of Business
Williams
Williams is a Delaware corporation whose common stock is listed and traded on the New York Stock Exchange. Its operations are located in the United States and are presented within the following reportable segments: Transmission, Power & Gulf; Northeast G&P; West; and Gas & NGL Marketing Services; consistent with the manner in which Williams’ Chief Executive Officer, the chief operating decision maker (CODM), evaluates performance and allocates resources. All remaining business activities, including upstream operations and corporate activities, are included in Other.
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Notes (Continued)
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); 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); 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). Transmission, Power & Gulf also includes power innovation projects under development that will deliver speed-to-market solutions in power grid-constrained markets. This segment was formerly referred to as Transmission & Gulf of America.
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. (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).
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. 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). 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).
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).
Transco
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.
NWP
NWP owns and operates an interstate pipeline system for the mainline transmission of natural gas. This system extends from the San Juan Basin in northwestern New Mexico and southwestern Colorado through Colorado, Utah, Wyoming, Idaho, Oregon, and Washington to a point on the Canadian border near Sumas, Washington. NWP is a single-member limited liability company, and as such, single-member losses are limited to the amount of its investment.
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Notes (Continued)
Basis of Presentation
Discontinued Operations
During 2023, Williams recorded pre-tax charges of $ 125 million to Income (loss) from discontinued operations in the Consolidated Statement of Income related to litigation associated with its former Alaska refinery. Payments were made in January 2024 and the claims against Williams are now resolved. Except for this item and unless indicated otherwise, the information in the Combined Notes to Financial Statements relates to continuing operations.
Net gain from Energy Transfer Litigation Judgment
In November 2023, Williams received a $ 627 million payment from Energy Transfer Equity, L.P. (Energy Transfer) for the final order and judgment in connection to a lawsuit for breach of the Agreement and Plan of Merger with Energy Transfer. On the same day, Williams paid attorney fees which had been incurred on a contingent fee basis. This resulted in a net gain of $ 534 million reported as Net gain from Energy Transfer litigation judgment in the Consolidated Statement of Income for the year ended December 31, 2023.
Summary of Significant Accounting Policies
Principles of Consolidation
Williams’ consolidated financial statements include the accounts of all entities that Williams controls and its proportionate interest in the accounts of certain ventures in which it owns an undivided interest. Management’s judgment is required to evaluate whether it controls an entity. Key areas of that evaluation include:
• Determining whether an entity is a VIE (see Note 2 – Variable Interest Entities);
• Determining whether Williams is the primary beneficiary of a VIE, including evaluating which activities of a VIE most significantly impact its economic performance and the degree of power that Williams and its related parties have over those activities through its variable interests;
• Identifying events that require reconsideration of whether an entity is a VIE and continuously evaluating whether Williams is a VIE’s primary beneficiary;
• Evaluating whether other owners in entities that are not VIEs are able to effectively participate in significant decisions that would be expected to be made in the ordinary course of business such that Williams does not have the power to control such entities.
Williams applies the equity method of accounting to investments over which it exercises significant influence but does not control. Distributions received from equity-method investees are presented in the Consolidated Statement of Cash Flows according to the nature of the distributions approach, which classifies distributions received from equity-method investees as either returns on investment (cash inflows from operating activities) or returns of investment (cash inflows from investing activities) based on the nature of the activities of the equity-method investee that generated the distribution.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying combined notes. Actual results could differ from those estimates.
Significant estimates and assumptions may include:
• Impairment assessments of investments, property, plant, and equipment, and intangible assets;
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Notes (Continued)
• Litigation-related contingencies;
• Environmental remediation obligations;
• Depreciation and amortization of long-lived assets, which are comprised of property, plant, and equipment, and intangible assets;
• Depreciation and/or amortization of equity-method investment basis differences;
• Asset retirement obligations (AROs);
• Measurement of fair value of commodity derivatives;
• Pension and postretirement valuation variables;
• Measurement of regulatory assets and liabilities;
• Measurement of deferred income tax assets and liabilities, including assumptions related to the realization of deferred income tax assets;
• Revenue recognition, including estimates utilized in recognition of deferred revenue;
• Purchase price accounting.
These estimates are discussed further throughout these combined notes.
Regulatory Accounting
Transco, NWP, and MountainWest are regulated by the Federal Energy Regulatory Commission (FERC), and these regulated entities’ rates may also be negotiated with customers pursuant to the terms of tariffs and FERC policy. 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. Management’s expected recovery of deferred costs and return of deferred credits generally results from specific decisions by regulators granting such ratemaking treatment. Certain incurred costs and obligations are recorded as regulatory assets or liabilities if, based on regulatory orders or other available evidence, it is probable that the costs or obligations will be included in amounts allowable for recovery or refunded in future rates.
Accounting for operations that are regulated and apply the provisions of ASC 980 can differ from the accounting requirements for nonregulated operations. For example, for regulated operations, allowance for funds used during construction (AFUDC) represents the estimated cost of debt and equity funds applicable to utility plant in the process of construction and is capitalized as a cost of property, plant, and equipment because it constitutes an actual cost of construction under established regulatory practices; nonregulated operations are only allowed to capitalize the cost of debt funds related to construction activities, while a component for equity is prohibited. Management has determined that for its 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:
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Notes (Continued)
Transco
Year Ended December 31,
2025 2024 2023
(Millions)
Allowance for borrowed funds used during construction $ 7 $ 17 $ 14
Allowance for equity funds used during construction 28 71 63
Allowance for equity and borrowed funds used during construction (AFUDC)
$ 35 $ 88 $ 77
NWP
Year Ended December 31,
2025 2024 2023
(Millions)
Allowance for borrowed funds used during construction $ 2 $ 2 $ 1
Allowance for equity funds used during construction 7 8 3
Allowance for equity and borrowed funds used during construction (AFUDC)
$ 9 $ 10 $ 4
Revenue Recognition
Customers in Williams’ gas pipeline businesses, including Transco and NWP, are comprised of public utilities, municipalities, gas marketers and producers, intrastate pipelines, direct industrial users, and electrical power generators. Customers in Williams’ midstream businesses are comprised of oil and natural gas producer counterparties. Customers for Williams’ product sales are comprised of public utilities, gas marketers, and direct industrial users.
Service revenue contracts from Williams’ gas pipeline and midstream businesses, including Transco and NWP, contain a series of distinct services, with the majority of the contracts having a single performance obligation that is satisfied over time as the customer simultaneously receives and consumes the benefits provided. Most of the product sales contracts have a single performance obligation with revenue recognized at a point in time when the products have been sold and delivered to the customer.
Certain customers reimburse Williams for costs it incurs associated with construction of property, plant, and equipment utilized in its operations. For Williams’ rate-regulated gas pipeline businesses, including Transco and NWP, that apply ASC 980, Williams follows FERC guidelines with respect to reimbursement of construction costs. FERC tariffs only allow for cost reimbursement and are non-negotiable in nature; thus, in management’s judgment, the construction activities do not represent an ongoing major and central operation of the gas pipeline businesses and are not within the scope of ASC Topic 606, “Revenue from Contracts with Customers”. Accordingly, cost reimbursements are treated as a reduction to the cost of the constructed asset.
For the midstream businesses, reimbursement and service contracts with customers are viewed together as providing the same commercial objective, as Williams has the ability to negotiate the mix of consideration between reimbursements and amounts billed over time. Accordingly, Williams generally recognizes reimbursements of construction costs from customers on a gross basis as a contract liability separate from the associated costs included within property, plant, and equipment. The contract liability is recognized into service revenues as the underlying performance obligations are satisfied.
Service revenues also include amounts recognized for customer reimbursements allowed under FERC tariffs and contractual provisions, primarily for recoverable power, transportation, and storage costs. These amounts are recorded on a gross basis and recognized in the period the related expense is incurred (see Note 19 – Segment Disclosures).
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Notes (Continued)
Service Revenues
Gas pipeline businesses
Revenues from the regulated interstate natural gas pipeline businesses, including Transco and NWP, which are subject to regulation by certain state and federal authorities, including the FERC, include both firm and interruptible transportation and storage contracts. Firm transportation and storage agreements provide for a daily or monthly reservation charge based on the pipeline or storage capacity reserved, and a commodity charge based on the volume of natural gas delivered/stored, each at rates specified in the FERC tariffs or based on negotiated contractual rates, with contract terms that are generally long-term in nature. Most of the long-term contracts contain an evergreen provision, which allows the contracts to be extended for periods primarily up to one year in length an indefinite number of times following the specified contract term and until terminated generally by either party. Interruptible transportation and storage agreements provide for a volumetric charge based on actual commodity transportation or storage utilized in the period in which those services are provided, and the contracts are generally limited to one-month periods or less. The related performance obligations include the following:
• Firm transportation or storage under firm transportation and storage contracts—an integrated package of services typically constituting a single performance obligation, which includes standing ready to provide such services and receiving, transporting or storing (as applicable), and redelivering commodities;
• Interruptible transportation or storage under interruptible transportation and storage contracts—an integrated package of services typically constituting a single performance obligation once scheduled, which includes receiving, transporting or storing (as applicable), and redelivering commodities.
In situations where, in management’s judgment, it considers the integrated package of services as a single performance obligation, which represents a majority of its interstate natural gas pipeline contracts with customers, management does not consider there to be multiple performance obligations because the nature of the overall promise in the contract is to stand ready (with regard to firm transportation and storage contracts), receive, transport or store, and redeliver natural gas to the customer; therefore, revenue is recognized over time upon satisfaction of the daily stand ready performance obligation.
Revenues are recognized for reservation charges over the performance obligation period, which is the contract term, regardless of the volume of natural gas that is transported or stored. Revenues for commodity charges from both firm and interruptible transportation services and storage services are recognized when natural gas is delivered at the agreed upon delivery point or when natural gas is injected or withdrawn from the storage facility because they specifically relate to efforts to provide these distinct services. Generally, reservation charges and commodity charges in the interstate natural gas pipeline businesses are recognized as revenue in the same period they are invoiced to its customers. As a result of the ratemaking process, certain amounts collected may be subject to refund upon the issuance of final orders by the FERC in pending rate proceedings. Management uses judgment to record estimates of rate refund liabilities considering its and other third-party regulatory proceedings, advice of counsel, and other risks.
Midstream businesses
Revenues from the nonregulated gathering, processing, transportation, and storage midstream businesses include contracts for natural gas gathering, processing, treating, compression, transportation, and other related services with contract terms that are generally long-term in nature and may extend up to the production life of the associated reservoir. Additionally, the midstream businesses generate revenues from fees charged for storing customers’ natural gas and NGLs, generally under prepaid contracted storage capacity contracts. In situations where, in management’s judgment, it provides an integrated package of services combined into a single performance obligation, which represents a majority of this class of contracts with customers, Williams does not
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Notes (Continued)
consider there to be multiple performance obligations because the nature of the overall promise in the contract is to provide gathering, processing, transportation, storage, and related services resulting in the delivery, or redelivery in the context of storage services, of pipeline-quality natural gas and NGLs to the customer. As such, revenue is recognized at the daily completion of the integrated package of services as the integrated package represents a single performance obligation. Additionally, certain contracts in the midstream businesses contain fixed or upfront payment terms that result in the deferral of revenues until such services have been performed or such capacity has been made available.
Williams also earns revenues from offshore crude oil and natural gas gathering and transportation and offshore production handling. These services represent an integrated package of services and are considered a single distinct performance obligation for which Williams recognizes revenues as the services are provided to the customer.
Williams generally earns a contractually stated fee per unit for the volume of product transported, gathered, processed, or stored. The rate is generally fixed; however, certain contracts contain variable rates that are subject to change based on commodity prices 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. The excess of consideration received over revenue recognized results in the deferral of those amounts until future periods based on a units of production or straight-line methodology as these methods appropriately match the consumption of services provided to the customer. The units of production methodology requires the use of production estimates that are uncertain and the use of judgment when developing estimates of future production volumes, thus impacting the rate of revenue recognition. Production estimates are monitored as circumstances and events warrant. Certain of Williams’ gas gathering and processing agreements have minimum volume commitments (MVC). If a customer under such an agreement fails to meet its MVC for a specified period (thus not exercising all the contractual rights to gathering and processing services within the specified period, herein referred to as “breakage”), it is obligated to pay a contractually determined fee based upon the shortfall between the actual gathered or processed volumes and the MVC for the period contained in the contract. When Williams concludes, based on management’s judgment, it is probable that the customer will not exercise all or a portion of its remaining rights, Williams recognizes revenue associated with such breakage amount in proportion to the pattern of exercised rights within the respective MVC period.
Under keep-whole and percent-of-liquids processing contracts, Williams receives commodity consideration in the form of NGLs and takes title to the NGLs at the tailgate of the plant. Williams recognizes such commodity consideration as service revenue based on the market value of the NGLs retained at the time the processing is provided. The current market value, as opposed to the market value at the contract inception date, is used due to a combination of factors, including the fact that the volume, mix, and market price of NGL consideration to be received is unknown at the time of contract execution and is not specified in Williams’ contracts with customers. Additionally, product sales revenue (discussed below) is recognized upon the sale of the NGLs to a third party based on the sales price at the time of sale. As a result, revenue is recognized in the Consolidated Statement of Income both at the time the processing service is provided in Service revenues – commodity consideration and at the time the NGLs retained as part of the processing service are sold in Product sales . The recognition of revenue related to commodity consideration has the impact of increasing the book value of NGL inventory, resulting in higher cost of goods sold at the time of sale.
Product Sales
In the course of providing transportation services to customers of the gas pipeline businesses, including Transco, and gathering and processing services to customers of the midstream businesses, different quantities of natural gas may be received from customers than the quantities delivered on behalf of those customers. The resulting imbalances are primarily settled monthly through the purchase or sale of natural gas with each customer under terms provided for in FERC tariffs or gathering and processing agreements, respectively. Revenue is recognized for Transco from the sale of natural gas upon settlement of imbalances (see Gas Imbalances below).
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Notes (Continued)
In certain instances, Williams purchases NGLs, crude oil, and natural gas from its oil and natural gas producer customers which Williams remarkets. In addition, Williams retains NGLs as consideration in certain processing arrangements, as discussed above in the Service Revenues - Midstream businesses section. Williams also markets natural gas and NGLs from the production at its upstream properties. Williams recognizes revenue from the sale of these commodities when the products have been sold and delivered. Williams’ product sales contracts are primarily short-term contracts based on prevailing market rates at the time of the transaction.
Williams purchases natural gas for storage when the current market price paid to buy and transport natural gas plus the cost to store and finance the natural gas is less than an estimated, forward market price that can be received in the future, resulting in positive net product sales. Commodity-based exchange-traded futures contracts and over-the-counter (OTC) contracts are used to sell natural gas at that future price to substantially protect the natural gas revenues that will ultimately be realized when the stored natural gas is sold (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.
The physical purchase, transportation, storage, and sale of natural gas associated with these natural gas purchases are accounted for on a weighted-average cost or accrual basis, as appropriate, unlike the fair value basis utilized for the commodity derivatives used to mitigate the natural gas price risk associated with the storage and transportation portfolio. Monthly demand charges are incurred for contracted storage and transportation capacity and payments associated with asset management agreements and these demand charges and payments are recognized in the Consolidated Statement of Income in the period they are incurred.
As Williams is acting as an agent for its natural gas marketing customers and engages in energy trading activities, its natural gas marketing revenues are presented net of the related costs of those activities.
Contract Assets
Williams
Contract assets in the Consolidated Balance Sheet primarily consist of 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. 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. 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.
Contract Liabilities
Williams
Contract liabilities in the Consolidated Balance Sheet consist of advance payments primarily from midstream business customers which include construction reimbursements, prepayments, and other billings and transactions for which future services are to be provided under the contract. These amounts are deferred until recognized in revenue when the associated performance obligation has been satisfied, which is primarily based on a units of production methodology over the remaining contractual service periods, and are classified as
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current or noncurrent according to when such amounts are expected to be recognized. Current and noncurrent contract liabilities are included within Other current liabilities and Regulatory liabilities, deferred income, and other , respectively, in the Consolidated Balance Sheet.
Contracts requiring advance payments and the recognition of contract liabilities are evaluated to determine whether the advance payments provide Williams with a significant financing benefit. This determination is based on the combined effect of the expected length of time between when Williams transfers the promised good or service to the customer, when the customer pays for those goods or services, and the prevailing interest rates. Williams has assessed its contracts for significant financing components and determined, in management’s judgment, that one group of contracts entered into in contemplation of one another for certain capital reimbursements contains a significant financing component. As a result, Williams recognizes noncash interest expense based on the effective interest method and revenue (noncash) is recognized when the underlying asset is placed into service utilizing a units of production or straight-line methodology over the life of the corresponding customer contract.
Transco
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. These liabilities are classified as current or noncurrent according to when such amounts are expected to be recognized. Current and noncurrent contract liabilities are included within Other current liabilities and Deferred charges and other, respectively, in the Balance Sheets .
Commodity Derivative Instruments and Hedging Activities
Williams is exposed to commodity price risk and utilizes derivatives to manage a portion of its commodity price risk. These instruments consist primarily of swaps, futures, and forward contracts involving short- and long-term purchases and sales of energy commodities. Williams purchases natural gas for storage when the current market price paid to buy and transport natural gas plus the cost to store and finance the natural gas is less than an estimated, forward market price that can be received in the future. Additionally, Williams enters into transactions to secure transportation capacity between delivery points in order to serve its customers and various markets. Commodity-based exchange-traded futures contracts and OTC contracts are used to capture the price differential or spread between the locations served by the capacity in order to substantially protect the natural gas revenues that will ultimately be realized when the physical flow of natural gas between receipt and delivery points occurs. Some commodity derivative contracts require physical delivery as opposed to financial settlement, and this type of derivative is both common and prevalent within the natural gas marketing operations. These contracts generally meet the definition of derivatives. 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. 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. Realized and unrealized gains and losses from non-designated commodity derivative contracts for commodity sales transactions that are financially settled are reported in Net gain (loss) from commodity derivatives in the Consolidated Statement of Income. Net gains and losses from derivatives for shrink gas purchases for processing plants are reported in Net processing commodity expenses in the Consolidated Statement of Income. 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; Regulatory assets, deferred charges, and other; Derivative liabilities ; or Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet. These amounts
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are presented on a net basis and reflect the netting of asset and liability positions permitted under the terms of master netting arrangements and cash held on deposit in margin accounts that Williams has received or remitted to collateralize certain derivative positions. Williams determines the current and noncurrent classification based on the timing of expected future cash flows of individual trades.
The accounting for the changes in fair value of a commodity derivative can be summarized as follows:
Derivative Treatment Accounting Method
Normal purchases and normal sales exception Accrual accounting
All other derivatives Mark-to-market accounting
Williams may elect the normal purchases and normal sales exception for certain short- and long-term purchases and sales of physical energy commodities. Under accrual accounting, any change in the fair value of these derivatives is not reflected in the Consolidated Balance Sheet after the initial election of the exception.
Interest Capitalized
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.
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).
Income Taxes
Williams includes the operations of its domestic corporate subsidiaries and income from its subsidiary partnershi ps, as well as income from Transco and NWP which are treated as pass-through entities for state and local income tax purposes, in its consolidated fed e ral income tax return and also files tax return s in various foreign and state jurisdictions as required . Deferred income taxes are computed using the liability method and are provided on all temporary differences between the financial basis and the tax basis of its assets and liabilities. Management’s judgment and income tax assumptions are used to determine the levels, if any, of v aluation allowances associated with deferred tax assets.
Earnings (Loss) Per Common Share
Williams’ Basic earnings (loss) per common share in the Consolidated Statement of Income is based on the sum of the weighted-average number of common shares outstanding and vested restricted stock units. Diluted earnings (loss) per common share in the Consolidated Statement of Income primarily includes any dilutive effect of nonvested restricted stock units and stock options. Diluted earnings (loss) per common share may also include any dilutive effect of Williams’ preferred stock. Diluted earnings (loss) per common share is calculated using the treasury-stock method.
Cash and Cash Equivalents
Cash and cash equivalents in the Consolidated Balance Sheet consist of highly liquid investments with original maturities of three months or less when acquired.
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Accounts Receivable
Accounts receivable are carried on a gross basis, with no discounting, less an allowance for doubtful accounts. Management estimates the allowance for doubtful accounts, considering current expected credit losses using a forward-looking “expected loss” model, the financial condition of its customers, and the age of past due accounts. The majority of trade receivable balances are due within 30 days. Management monitors the credit quality of its counterparties through review of collection trends, credit ratings, and other analyses, such as bankruptcy monitoring. Williams’ financial assets from its natural gas transmission business, natural gas storage business, gathering, processing and transportation business, marketing business, and upstream operations, as applicable, are segregated into separate pools for evaluation due to different counterparty risks inherent in each business, with Transco’s and NWP’s financial assets each evaluated as one pool. Changes in counterparty risk factors could lead to reassessment of the composition of financial assets as one pool, separate pools, or the need for additional pools. Management calculates its allowance for credit losses incorporating an aging method. In estimating its expected credit losses, management utilizes historical loss rates over many years, which for Williams includes periods of both high and low commodity prices. Transco’s and NWP’s expected credit loss estimates 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. Williams’ expected credit loss estimate considers both internal and external forward-looking commodity price expectations, as well as counterparty credit ratings, and factors impacting near-term liquidity. In addition, Williams’ expected credit loss estimate considers potential contractual, physical, and commercial protections and outcomes in the case of a counterparty bankruptcy. The physical location and nature of Williams’ services help to mitigate collectability concerns of its gathering and processing producer customers. Williams’ gathering lines in many cases are physically connected to the customers’ wellheads and pads, and there may not be alternative gathering lines nearby. The construction of gathering systems is capital intensive and it would be costly for others to replicate, especially considering the depletion to date of the associated reserves. As a result, Williams plays a critical role in getting customers’ production from the wellhead to a marketable condition and location. This tends to reduce collectability risk as Williams’ services enable producers to generate operating cash flows. Commodity price movements generally do not impact the majority of Williams’ natural gas transmission businesses customers’ financial condition.
Williams also provides marketing and risk management services to retail and wholesale gas marketers, utility companies, upstream producers, and industrial customers. These counterparties utilize netting agreements that enable Williams to net receivables and payables by counterparty upon settlement. Williams also nets across product lines and against cash collateral received to collateralize receivable positions, provided the netting and cash collateral agreements include such provisions. While the amounts due from, or owed to, Williams’ counterparties are settled net, these amounts are recorded on a gross basis in the Consolidated Balance Sheet as accounts receivable and accounts payable.
Extended payment terms are not offered and payments are typically received within one month. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for doubtful accounts only after all collection attempts have been exhausted. Neither Williams, Transco, nor NWP have a material amount of significantly aged receivables at December 31, 2025 or 2024.
Gas Imbalances
Transco
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. 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
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the future and are recorded in the accompanying Balance Sheet. Revenues received from the cash-out of transportation imbalances in excess of costs incurred are deferred and offset by the deferral of costs incurred in excess of revenues received. At the end of each annual August through July reporting period, if the cumulative revenues received exceed the costs incurred, the over-recovered amounts are applied to any prior under-recovery balance or refunded. If the cumulative revenues received are less than the costs incurred, the net under-recovered amounts are carried forward and offset against any future net over-recoveries that may occur in a subsequent annual reporting period. These 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. These imbalances are classified as Other current assets and deferred charges and Other current liabilities in Transco’s Balance Sheet (see Note 10 – Regulatory Assets and Liabilities). Transco utilizes the average cost method of accounting for gas imbalances.
NWP
In the course of providing transportation services to customers, NWP may receive different quantities of natural gas from customers than the quantities delivered on behalf of those customers or consumed in fuel to operate NWP’s system. The resulting customer imbalances are typically settled through the receipt or delivery of gas in the future based on the timelines outlined in NWP’s tariff, whereas the over-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. The under recovery of fuel is recorded as Regulatory assets and the over recovery is recorded in Regulatory liabilities in NWP’s Balance Sheet (see Note 10 – Regulatory Assets and Liabilities). These imbalances are valued at published spot rates.
Inventories
Inventories in Williams’ Consolidated Balance Sheet primarily consist of NGLs, materials and supplies, and natural gas in underground storage and are primarily stated at the lower of cost or net realizable value. The cost of inventories is primarily determined using the average cost method. Inventories in Transco’s Balance Sheet primarily consist of materials and supplies and natural gas in underground storage. Inventories in NWP’s Balance Sheet primarily consist of materials and supplies.
Transco and NWP Environmental Matters
Transco and NWP are subject to federal, state, and local environmental laws and regulations. Environmental expenditures are expensed or capitalized depending on the economic benefit and potential for rate recovery. These 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. 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).
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Property, Plant, and Equipment
Property, plant, and equipment is initially recorded at cost. The carrying value of these assets is based on estimates, assumptions, and judgments relative to capitalized costs, useful lives, and salvage values. For the Transco, NWP, and MountainWest interstate natural gas pipelines, these estimates, assumptions and judgments reflect FERC regulations, as well as historical experience and expectations regarding future industry conditions and operations. The FERC identifies installation, construction and replacement costs that are to be capitalized. All other costs are expensed as incurred.
As regulated entities, Transco, NWP and MountainWest provide for depreciation primarily under the composite (group) method using straight-line FERC-prescribed rates. Under this method, assets with similar lives and characteristics are grouped and depreciated as one asset. These regulated entities’ depreciation rates are subject to change each time these regulated entities file a general rate case with the FERC. Included in Transco’s and NWP’s depreciation rates is a negative salvage component (net cost of removal) that Transco and NWP currently collect in rates 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. 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; certain other gains or losses are recorded in Other (income) expense – net included in Operating income (loss) in the statements of income. Gains or losses from the ordinary sale or retirement of property, plant, and equipment for Williams’ nonregulated assets are primarily recorded in Other (income) expense – net included in Operating income (loss) in the Consolidated Statement of Income.
Ordinary maintenance and repair costs are generally expensed as incurred. Costs of major renewals and replacements are capitalized as property, plant, and equipment.
Williams records a liability and increases the basis in the underlying asset for the present value of each expected future ARO at the time the liability is initially incurred, typically when the asset is acquired or constructed. For Williams’ upstream properties, the ARO is recorded based on Williams’ working interest in the underlying properties. As regulated entities, Transco’s and NWP’s depreciation expense and accretion expense are offset and recorded as a regulatory asset as the regulated entities expect to recover these accretion expenses in future rates and measure changes in the liability due to passage of time by applying an interest rate to the liability balance. This step 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. 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.
Goodwill
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. 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
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is more likely than not that the fair value of the reporting unit is less than its carrying amount. Management first performs a qualitative assessment to test goodwill on a reporting unit by reporting unit basis to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. 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
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. Williams evaluates these assets for changes in the expected remaining useful lives and reflects any changes prospectively through amortization over the revised remaining useful life.
Impairment of Property, Plant, and Equipment, Intangible Assets, and Investments
Management evaluates property, plant, and equipment and intangible assets for impairment when, in its judgment, events or circumstances, including probable abandonment, indicate that the carrying value of such assets may not be recoverable. When an indicator of impairment has occurred, management compares its estimate of undiscounted future cash flows attributable to the assets to the carrying value of the assets to determine whether an impairment has occurred and may apply a probability-weighted approach to consider the likelihood of different cash flow assumptions and possible outcomes, including selling the assets in the near term or holding them for the asset’s remaining estimated useful life. If an impairment of the carrying value has occurred, management determines the amount of the impairment to be recognized in the financial statements by estimating the fair value of the assets and recording a loss for the amount that the carrying value exceeds the estimated fair value. This evaluation is performed at the lowest level for which separately identifiable cash flows exist.
For assets identified to be disposed of in the future and considered held for sale, management compares the carrying value to the estimated fair value, less the cost to sell, to determine if recognition of an impairment is required. Until the assets are disposed of, the estimated fair value, which includes estimated cash flows from operations until the assumed date of sale, is recalculated when related events or circumstances change.
Williams’ investments are evaluated for impairment when, in management’s judgment, events or circumstances indicate that the carrying value of such investments may have experienced an other-than-temporary decline in value. When evidence of loss in value has occurred, management compares its estimate of fair value of the investment to the carrying value of the investment to determine whether an impairment has occurred. If the estimated fair value is less than the carrying value and management considers the decline in value to be other-than-temporary, the excess of the carrying value over the fair value is recognized in the financial statements as an impairment charge.
Judgment and assumptions are inherent in the estimate of undiscounted future cash flows and an asset’s or investment’s fair value. Additionally, judgment is used to determine the probability of sale with respect to assets considered for disposal.
Equity-Method Investment Basis Differences
Differences between the carrying value of Williams’ equity-method investments and the underlying equity in the net assets of investees are accounted for as if the investees were consolidated subsidiaries. Equity earnings (losses) in the Consolidated Statement of Income includes Williams’ allocable share of net income (loss) of investees adjusted for any depreciation and amortization, as applicable, associated with basis differences.
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Leases
Williams, Transco, and NWP recognize operating lease liabilities based on the present value of the future lease payments and have elected to combine lease and nonlease components for all classes of leased assets in the calculation of the lease liability and the offsetting right-of-use asset in the respective Balance Sheets.
Williams’, Transco’s, and NWP’s lease agreements require both fixed and variable periodic payments, with initial terms typically ranging from one year to 20 years for Williams and up to 30 years for Transco and NWP. Payment provisions in certain lease agreements contain escalation factors which may be based on stated rates or a change in a published index at a future time. The amount by which a lease escalates based on the change in a published index, which is not known at lease commencement, is considered a variable 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. 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. Periods after the initial term or extension terms that allow for either party to the lease to cancel the lease are not considered in the assessment of the lease term. Additionally, management has elected to exclude leases with an original term of one year or less, including renewal periods, from the calculation of the lease liability and the offsetting right-of-use asset.
Judgment is used in determining the discount rate upon which the present value of the future lease payments is determined. This rate is based on a collateralized interest rate corresponding to the term of the lease agreement using company, industry, and market information available.
When permitted under its lease agreements, Williams may sublease certain unused office space for fixed periods that could extend up to the length of the original lease agreement.
Pension and Other Postretirement Benefits
The funded status of each of the pension and other postretirement benefit plans is recognized separately in Williams’ Consolidated Balance Sheet as either an asset or liability. The plans’ benefit obligations and net periodic benefit costs (credits) are actuarially determined and impacted by various assumptions and estimates.
The discount rates are determined separately for each of Williams’ pension and other postretirement benefit plans based on an approach specific to Williams’ plans. The year-end discount rates are determined considering a yield curve comprised of high-quality corporate bonds and the timing of the expected benefit cash flows of each plan.
The expected long-term rates of return on plan assets are determined by combining a review of the historical returns within the portfolio, the investment strategy included in the plans’ investment policy statement, and capital market projections for the asset classes in which the portfolio is invested, as well as the weighting of each asset class.
Unrecognized actuarial gains and losses are deferred and recorded in AOCI or, for Transco 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.
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The expected return on plan assets component of net periodic benefit cost (credit) is calculated using the market-related value of plan assets. For Williams’ pension plans, the market-related value of plan assets is equal to the fair value of plan assets adjusted to reflect the amortization of gains or losses associated with the difference between the expected and actual return on plan assets over a 5 -year period. Additionally, the market-related value of assets may be no more than 110 percent or less than 90 percent of the fair value of plan assets at the beginning of the year. The market-related value of plan assets for Williams’ other postretirement benefit plan is equal to the unadjusted fair value of plan assets at the beginning of the year.
Contingent Liabilities
Liabilities for loss contingencies, including environmental matters, are recorded when management assesses that a loss is probable and the amount of the loss can be reasonably estimated. These liabilities are calculated based upon management’s assumptions and estimates with respect to the likelihood or amount of loss and upon advice of legal counsel, engineers, or other third parties regarding the probable outcomes of the matters. These calculations are made without consideration of any potential recovery from third parties. Insurance recoveries or reimbursements from others are recognized when realizable. Revisions to these liabilities are generally reflected in income when new or different facts or information become known or circumstances change that affect the previous assumptions or estimates.
Treasury Stock
Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as Treasury stock, at cost in Williams’ Consolidated Balance Sheet. Gains and losses on the subsequent reissuance of shares are credited or charged to Capital in excess of par value in the Consolidated Balance Sheet using the average cost method.
Cash Flows from Operating Activities
Williams, Transco, and NWP use the indirect method to report cash flows from operating activities, which requires adjustments to net income to reconcile to net cash flows provided by operating activities.
Cash Flows from Revolving Credit Facility and Commercial Paper Program
Proceeds and payments related to borrowings, if any, under Williams’ revolving credit facility are reflected within financing activities in the Consolidated Statement of Cash Flows on a gross basis. Proceeds and payments related to borrowings under Williams’ commercial paper program are reflected 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.)
Accounting Standards Issued But Not Yet Adopted
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. The impact of this standard is currently being evaluated.
Share Repurchase Program
In September 2021, Williams’ Board of Directors authorized a share repurchase program with a maximum dollar limit of $ 1.5 billion. Repurchases may be made from time to time in the open market, by block purchases, in
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privately negotiated transactions, or in such other manner as determined by management. Williams will also determine the timing and amount of any repurchases based on market conditions and other factors. The share repurchase program does not obligate Williams to acquire any particular amount of common stock, and it may be suspended or discontinued at any time. This share repurchase program does not have an expiration date. There were 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.
Significant Risks and Uncertainties
Management believes that the carrying value of certain of Williams’ property, plant, and equipment and intangible assets, notably certain assets acquired by Williams accounted for as business combinations between 2012 and 2014, may be in excess of current fair value. However, the carrying value of these assets, in management’s judgment, continues to be recoverable. It is reasonably possible that future strategic decisions, including transactions such as monetizing assets or contributing assets to new ventures with third parties, as well as unfavorable changes in expected producer activities, could impact management’s assumptions and ultimately result in impairments of these assets. Such transactions or developments may also indicate that certain Williams’ equity-method investments have experienced other-than-temporary declines in value, which could result in impairment.
Note 2 – Variable Interest Entities .
Consolidated VIEs
As of December 31, 2025, Williams consolidated the following VIEs:
Northeast JV
Williams owns a 65 percent interest in the Northeast JV, a subsidiary that is a VIE due to certain voting rights being disproportionate to the obligation to absorb losses and substantially all of the Northeast JV’s activities being performed on Williams’ behalf. Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact the Northeast JV’s economic performance. The Northeast JV provides midstream services for producers in the Marcellus Shale and Utica Shale regions. Future expansion activity is expected to be funded with capital contributions from Williams and the other equity partner on a proportional basis.
Cardinal
Williams owns a 66 percent interest in Cardinal, a subsidiary that provides gathering services for the Utica Shale region and is a VIE due to certain risks shared with customers. Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact Cardinal’s economic performance. Future expansion activity is expected to be funded with capital contributions from Williams and the other equity partner on a proportional basis.
Driftwood Pipeline
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. Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact Driftwood Pipeline’s economic performance. 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. The total remaining cost of the project would be funded with capital contributions from Williams and the other equity partners on a proportional basis.
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The following table presents amounts included in the Consolidated Balance Sheet that are only for the use or obligation of the consolidated VIEs:
December 31,
2025 2024 (1)
(Millions)
Assets (liabilities):
Cash and cash equivalents $ 53 $ 15
Trade accounts and other receivables
155 178
Inventories 6 5
Other current assets and deferred charges 5 7
Property, plant, and equipment – net 4,412 4,896
Intangible assets – net
1,831 1,940
Regulatory assets, deferred charges, and other 23 27
Accounts payable ( 56 ) ( 57 )
Other current liabilities
( 19 ) ( 29 )
Regulatory liabilities, deferred income, and other ( 78 ) ( 263 )
__________
(1) 2024 includes amounts related to Gulfstar One LLC (Gulfstar One), which was a consolidated VIE at December 31, 2024. Williams acquired the remaining interest in Gulfstar One during the fourth quarter of 2025 and it is no longer a VIE. 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
Williams owns certain equity-method investments that are VIEs due primarily to its limited participating rights as a minority equity holder. Williams’ maximum exposure to loss is limited to the carrying value of these investments (included within Investments in the Consolidated Balance Sheet), which totaled $ 611 million at December 31, 2025. Included in this total is Williams’ investment in Louisiana LNG and Cogentrix (discussed below).
Louisiana LNG
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. At December 31, 2025, the carrying value of our investment in Louisiana LNG was $ 253 million. Our maximum exposure to loss is limited to the carrying value of our investment. The total remaining cost of the project would be funded with capital contributions from Williams and the other equity partners on a proportional basis.
Cogentrix
Williams owns a minority interest in Cogentrix, which is a VIE due primarily to our limited participation rights to direct Cogentrix’s activities. At December 31, 2025, the carrying value of our investment in Cogentrix was $ 292 million. Our maximum exposure to loss is limited to the carrying value of our investment. See Note 8 – Investing Activities for further discussion.
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Note 3 – Acquisitions and Divestitures
Crowheart Acquisition
As of December 31, 2023, Williams had an agreement regarding certain crude oil and natural gas properties in the Wamsutter basin in Wyoming under which it owned a 75 percent undivided interest in each well’s working interest and proportionally consolidated its undivided interest. On November 1, 2024, Williams closed on the acquisition of a third-party operator, Crowheart Energy, LLC, for $ 307 million cash, subject to working capital and post-closing adjustments (Crowheart Acquisition). After closing on the acquisition, Williams owns more than a 90 percent working interest in each well. The purpose of this acquisition was to consolidate Williams’ interests in the Wamsutter basin and further optimize development in the area to continue to supply its gathering and processing assets. Assets acquired, acquisition-related costs incurred, and results of operations realized are included at Other.
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.
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. 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.
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. 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.
(Millions)
Cash and cash equivalents $ 94
Other current assets
15
Property, plant, and equipment – net 345
Other noncurrent assets
2
Total assets acquired 456
Current liabilities
( 45 )
Noncurrent liabilities
( 59 )
Total liabilities assumed ( 104 )
Net assets acquired
$ 352
Discovery Acquisition
As of December 31, 2023, Williams owned a 60 percent interest in Discovery, which it accounted for as an equity-method investment. On August 1, 2024, Williams closed on the acquisition of the remaining 40 percent interest in Discovery, along with certain other assets, for $ 170 million cash, subject to working capital and post-closing adjustments (Discovery Acquisition). As a result of acquiring this additional interest, Williams obtained control and subsequently consolidates Discovery. The purpose of this acquisition was to expand Williams’ gathering, processing, and transportation presence in the Gulf of America region. Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission, Power & Gulf segment.
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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.
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. 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.
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. The valuation technique used consisted of the cost approach for property, plant, and equipment.
(Millions)
Cash and cash equivalents $ 22
Other current assets 19
Property, plant, and equipment – net 941
Other noncurrent assets 39
Total assets acquired
1,021
Current liabilities ( 40 )
Noncurrent liabilities
( 296 )
Total liabilities assumed ( 336 )
Net assets acquired $ 685
Gulf Coast Storage Acquisition
On January 3, 2024, Williams closed on the acquisition from Hartree Partners LP for $ 1.95 billion of 100 percent of a strategic portfolio of natural gas storage facilities and pipelines, located in Louisiana and Mississippi (Gulf Coast Storage Acquisition). The purpose of this acquisition was to expand Williams’ natural gas storage footprint in the Gulf Coast region. Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission, Power & Gulf segment. The Gulf Coast Storage Acquisition was funded with cash on hand and $ 100 million of deferred consideration that did not accrue interest and was 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. 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. The valuation technique used consisted of the cost approach for property, plant, and equipment.
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Notes (Continued)
The following table presents the allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at January 3, 2024.
(Millions)
Cash and cash equivalents $ 46
Other current assets 18
Property, plant, and equipment – net 2,035
Other noncurrent assets 2
Total assets acquired
2,101
Current liabilities ( 11 )
Noncurrent liabilities
( 107 )
Total liabilities assumed ( 118 )
Net assets acquired $ 1,983
DJ Basin Acquisitions
Cureton Acquisition
On November 30, 2023, Williams closed on the acquisition of 100 percent of Cureton Front Range, LLC (Cureton Acquisition), whose operations are located in the DJ Basin, for $ 546 million. The purpose of this acquisition was to expand Williams’ gathering and processing footprint and create operational synergies for its operations in the DJ Basin. Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ West segment. The Cureton Acquisition was funded with cash on hand.
During the period from the acquisition date of November 30, 2023 to December 31, 2023, the operations acquired in the Cureton Acquisition contributed Revenues of $ 35 million and Modified EBITDA of $ 7 million.
Acquisition-related costs for the Cureton Acquisition total $ 8 million, including $ 6 million incurred in 2023, and are included in General and administrative expenses .
Williams accounted for the Cureton Acquisition as a business combination. The valuation techniques used consisted of the cost approach for property, plant, and equipment and the income approach for valuation of other intangible assets.
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Notes (Continued)
The following table presents the allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at November 30, 2023.
(Millions)
Cash and cash equivalents $ 6
Other current assets 21
Property, plant, and equipment – net 433
Intangible assets – net 117
Other noncurrent assets 1
Total identifiable assets acquired 578
Current liabilities ( 29 )
Noncurrent liabilities
( 14 )
Total liabilities assumed ( 43 )
Net identifiable assets acquired 535
Goodwill included in Intangible assets – net
11
Net assets acquired $ 546
Other intangible assets recognized in the Cureton Acquisition are related to contractual customer relationships from gas gathering and processing agreements with customers. The basis for determining the value of these intangible assets is estimated future net cash flows to be derived from acquired contractual customer relationships discounted using a risk-adjusted discount rate. These intangible assets are being amortized on a straight-line basis over an initial period of 20 years which represents the term over which the contractual customer relationships are expected to contribute to Williams’ cash flows. Approximately 24 percent of the expected future revenues from these contractual customer relationships are impacted by Williams’ ability and intent to renew or renegotiate existing customer contracts. Williams expenses costs incurred to renew or extend the terms of its gas gathering contracts with customers. Based on the estimated future revenues during the current contract periods (as estimated at the time of the acquisition), the weighted-average period prior to the next renewal or extension of the existing contractual customer relationships is approximately 10 years. See Note 11 – Goodwill and Other Intangible Assets.
RMM Acquisition
As of December 31, 2022, Williams owned a 50 percent interest in 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. As a result of acquiring this additional interest, Williams obtained control and subsequently consolidates RMM. The purpose of this acquisition was to expand Williams’ gathering and processing footprint and create operational synergies for its operations in the DJ Basin. Assets acquired and results of operations realized are included within Williams’ West segment. Substantially all of the RMM purchase price was not due to the seller until the first quarter of 2025, would not accrue interest until November 2, 2024, and could be repaid early without penalty. It was recorded as a deferred consideration obligation at fair value using an income approach, which resulted in a discount to the contractual amount due which was imputed as interest expense over the term of the obligation. On November 1, 2024, Williams paid the remaining $ 651 million of the RMM purchase price obligation.
During the period from the acquisition date of November 30, 2023 to December 31, 2023, RMM contributed Revenues of $ 53 million and Modified EBITDA of $ 12 million.
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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. 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.
The following table presents the allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at November 30, 2023. The net assets acquired primarily reflect the noncash consideration transferred, which includes the fair value of both Williams’ previous equity-method investment and the deferred consideration obligation.
(Millions)
Cash and cash equivalents $ 28
Other current assets 4
Investments 20
Property, plant, and equipment – net 1,041
Intangible assets – net 63
Other noncurrent assets 12
Total identifiable assets acquired 1,168
Current liabilities ( 44 )
Noncurrent liabilities
( 103 )
Total liabilities assumed ( 147 )
Net identifiable assets acquired 1,021
Goodwill included in Intangible assets – net
55
Net assets acquired $ 1,076
Goodwill recognized in the RMM Acquisition relates primarily to enhancing and diversifying Williams’ basin positions as well as delivering operational synergies, including increasing volumes on its existing processing facilities and increasing revenues on its NGL transportation, fractionation, and storage assets, and is reported within Williams’ West segment. Substantially all of the goodwill is deductible for tax purposes.
Other intangible assets recognized in the RMM Acquisition are related to contractual customer relationships from gas gathering and processing agreements with customers. The basis for determining the value of these intangible assets is estimated future net cash flows to be derived from acquired contractual customer relationships discounted using a risk-adjusted discount rate. These intangible assets are being amortized on a straight-line basis over an initial period of 20 years which represents the term over which the contractual customer relationships are expected to contribute to Williams’ cash flows. Approximately 18 percent of the expected future revenues from these contractual customer relationships are impacted by Williams’ ability and intent to renew or renegotiate existing customer contracts. Williams expenses costs incurred to renew or extend the terms of its gas gathering contracts with customers. Based on the estimated future revenues during the current contract periods (as estimated at the time of the acquisition), the weighted-average period prior to the next renewal or extension of the existing contractual customer relationships is approximately 10 years. See Note 11 – Goodwill and Other Intangible Assets.
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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. 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. 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.
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. The valuation techniques used consisted of the cost approach for nonregulated property, plant, and equipment, as well as the market approach for the assumed long-term debt consistent with the valuation technique discussed in Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk. MountainWest’s regulated operations are accounted for pursuant to ASC 980. The fair value of assets and liabilities subject to rate making and cost recovery provisions were determined utilizing the income approach. MountainWest’s expected return on rate base is consistent with expected returns of similarly situated assets, resulting in carryover basis of these assets and liabilities equaling their fair value.
The following table presents the allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at February 14, 2023. The fair value of accounts receivable acquired equals contractual amounts receivable.
(Millions)
Cash and cash equivalents $ 23
Trade accounts and other receivables 33
Other current assets 26
Investments 20
Property, plant, and equipment – net 1,019
Other noncurrent assets 33
Total identifiable assets acquired 1,154
Current liabilities ( 47 )
Long-term debt ( 365 )
Other noncurrent liabilities ( 95 )
Total liabilities assumed ( 507 )
Net identifiable assets acquired 647
Goodwill included in Intangible assets – net
400
Net assets acquired $ 1,047
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Notes (Continued)
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. 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. 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. 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
As Reported Pro Forma Crowheart (1)
Pro Forma Discovery (1)
Pro Forma Combined
(Millions)
Revenues $ 10,503 $ 60 $ 58 $ 10,621
Net income (loss) attributable to The Williams Companies, Inc. 2,225 8 ( 5 ) 2,228
Year Ended December 31, 2023
As Reported Pro Forma Crowheart
Pro Forma Discovery
Pro Forma Gulf Coast Storage
Pro Forma DJ Basin (1)
Pro Forma MountainWest (1)
Pro Forma Combined
(Millions)
Revenues $ 10,907 $ 74 $ 129 $ 202 $ 270 $ 35 $ 11,617
Net income (loss) attributable to The Williams Companies, Inc. 3,179 19 ( 1 ) 53 17 6 3,273
(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.
Sale of South Mansfield Upstream Interests
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. 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. The transaction closed on January 30, 2026, and Williams expects to recognize a gain in the first quarter of 2026. 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. As a result of this sale, Williams recorded a gain of $ 129 million in 2023 in its Transmission, Power & Gulf segment. 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.
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Notes (Continued)
Note 4 – Related Party Transactions
Williams
Transactions with Equity-Method Investees
Williams has Revenues from certain of its equity-method investees of $ 20 million, $ 2 million, and $ 5 million for 2025, 2024, and 2023, respectively. 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. 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.
Williams has operating agreements with certain equity-method investees. These operating agreements typically provide for reimbursement or payment to Williams for certain direct operational payroll and employee benefit costs, materials, supplies, and other charges and also for management services. The total charges to equity-method investees for these fees are $ 73 million, $ 52 million, and $ 64 million for 2025, 2024, and 2023, respectively.
Board of Directors
Two members of Williams’ Board of Directors hold or have held executive officer roles at certain of its counterparties. 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
Benefit Plans
Transco and NWP do not have employees. Certain of the costs charged to them by Williams associated with employees who directly support them are described below. Additionally, allocated corporate expenses from Williams also include amounts related to these same employee benefits, which are not included in the amounts presented immediately below.
Pension and Other Postretirement Benefit Plans
Williams’ pension and other postretirement benefit plans are single-employer plans. However, Transco and NWP follow multiemployer plan accounting whereby the amount charged to them and thus paid by them, is based on their share of net periodic benefit cost (see Note 7 – Employee Benefit Plans).
Pension costs charged to Transco by Williams were $ 1 million, $ 1 million, and $ 2 million for 2025, 2024, and 2023, respectively. 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.
Defined Contribution Plan
Williams maintains a defined contribution plan for substantially all of its employees. 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.
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Notes (Continued)
Employee Stock-Based Compensation Plan Information (see Note 15 – Equity-Based Compensation)
Williams currently bills Transco and NWP directly for compensation expense related to stock-based compensation awards based on the fair value of the awards. Transco and NWP are also billed for their proportionate share of Williams’ and other affiliates’ stock-based compensation expense through various allocation processes.
Total stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 was $ 7 million, $ 6 million, and $ 6 million, for Transco respectively, and $ 2 million, $ 2 million, and $ 2 million, for NWP, respectively.
Cash Management Program
Transco and NWP are participants in Williams’ cash management program, and thus make advances to and receive advances from Williams. Advances to Williams are represented by demand notes and are classified as Trade accounts and other receivables - Advances to affiliate in the Balance Sheet. Advances from Williams are classified as Payables - Advances from affiliate . Advances are stated at the historical carrying amounts.
December 31, December 31,
2025 2024
(Millions)
Advances to affiliate
Transco $ 954 $ 638
NWP 218 —
Advances from affiliate
NWP $ — $ 26
Interest expense and income are recognized when earned and the collectability is reasonably assured. 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. 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.
Year Ended December 31,
2025 2024 2023
(Millions)
Net interest income from advances
Transco $ 29 $ 51 $ 81
NWP 3 5 8
Other Affiliate Transactions
Revenues received from affiliates are included in Transco’s Total revenues in the Statement of Net Income. Costs of gas purchased from affiliates are included in Transco’s Natural gas product costs in the Statement of Net Income. All gas purchases are made at market or contracted prices.
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Notes (Continued)
Year Ended December 31,
2025 2024 2023
(Millions)
Transco affiliate activity
Total revenues $ 86 $ 76 $ 56
Natural gas product costs 9 5 7
Services necessary to operate Transco and NWP are provided by Williams and certain affiliates of Williams. Transco and NWP reimburse Williams and its affiliates for all direct and indirect expenses incurred or payments made (including salary, bonus, incentive compensation, and benefits) in connection with these services. Employees of Williams also provide general, administrative, and management services, and Transco and NWP are charged for certain administrative expenses incurred by Williams. These charges are either directly assigned or allocated. Allocated charges are specific or general. Specific allocations are based on metrics that bear a reasonable correlation to the delivery of services. 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. These service expenses are primarily included in Operating and maintenance expenses and General and administrative expenses in the Statement of Net Income.
Year Ended December 31,
2025 2024 2023
(Millions)
Services with affiliates
Transco $ 352 $ 344 324
NWP 91 91 86
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Notes (Continued)
Note 5 – Revenue Recognition
Revenue by Category
The following tables present Williams’ revenue disaggregated by major service line:
Transmission, Power & Gulf Northeast G&P West Gas & NGL Marketing Services Other Eliminations Total
(Millions)
2025
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage $ 3,804 $ — $ — $ — $ — $ ( 83 ) $ 3,721
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration 933 1,850 1,824 — — ( 235 ) 4,372
Commodity consideration 104 2 86 — — — 192
Other 51 99 24 — 1 ( 20 ) 155
Total service revenues 4,892 1,951 1,934 — 1 ( 338 ) 8,440
Product sales 512 171 906 6,047 580 ( 1,757 ) 6,459
Total revenues from contracts with customers 5,404 2,122 2,840 6,047 581 ( 2,095 ) 14,899
Other revenues (1) 39 46 7 3,303 61 ( 2 ) 3,454
Other adjustments (2) — — — ( 7,175 ) — 772 ( 6,403 )
Total revenues $ 5,443 $ 2,168 $ 2,847 $ 2,175 $ 642 $ ( 1,325 ) $ 11,950
2024
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage $ 3,500 $ — $ — $ — $ — $ ( 81 ) $ 3,419
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration 661 1,778 1,693 — — ( 162 ) 3,970
Commodity consideration 54 2 78 — — — 134
Other 46 92 21 — — ( 19 ) 140
Total service revenues 4,261 1,872 1,792 — — ( 262 ) 7,663
Product sales 328 110 869 4,530 420 ( 1,288 ) 4,969
Total revenues from contracts with customers 4,589 1,982 2,661 4,530 420 ( 1,550 ) 12,632
Other revenues (1) 39 43 8 2,236 24 ( 2 ) 2,348
Other adjustments (2) — — — ( 4,977 ) — 500 ( 4,477 )
Total revenues $ 4,628 $ 2,025 $ 2,669 $ 1,789 $ 444 $ ( 1,052 ) $ 10,503
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Notes (Continued)
Transmission, Power & Gulf Northeast G&P West Gas & NGL Marketing Services Other Eliminations Total
(Millions)
2023
Revenues from contracts with customers:
Service revenues:
Regulated interstate natural gas transportation and storage $ 3,334 $ — $ — $ — $ — $ ( 60 ) $ 3,274
Gathering, processing, transportation, fractionation, and storage:
Monetary consideration
443 1,782 1,478 — — ( 170 ) 3,533
Commodity consideration 38 5 103 — — — 146
Other
30 87 12 1 — ( 15 ) 115
Total service revenues 3,845 1,874 1,593 1 — ( 245 ) 7,068
Product sales 252 132 441 4,615 442 ( 954 ) 4,928
Total revenues from contracts with customers 4,097 2,006 2,034 4,616 442 ( 1,199 ) 11,996
Other revenues (1) 53 27 101 4,294 64 ( 2 ) 4,537
Other adjustments (2) — — — ( 6,032 ) — 406 ( 5,626 )
Total revenues $ 4,150 $ 2,033 $ 2,135 $ 2,878 $ 506 $ ( 795 ) $ 10,907
______________
(1) Revenues not derived from contracts with customers primarily consist of physical product sales related to commodity derivative contracts, realized and unrealized gains and losses associated with Williams’ commodity derivative contracts, which are reported in Net gain (loss) from commodity derivatives in the Consolidated Statement of Income, management fees received for certain services provided to operated equity-method investments, and leasing revenues associated with the Williams headquarters building.
(2) Other adjustments reflect certain costs of Gas & NGL Marketing Services’ risk management activities. As Williams is acting as agent for natural gas marketing customers or engages in energy trading activities, the resulting revenues are presented net of the related costs of those activities in the Consolidated Statement of Income.
For Transco and NWP, revenue disaggregation by major service line includes Natural gas transportation , Natural gas storage , Natural gas product sales , and Other , which are separately presented in their Statements of Net Income.
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Notes (Continued)
Contract Assets
The following table presents a reconciliation of contract assets:
Year Ended December 31,
Williams Transco NWP
2025 2024 2025 2024 2025 2024
(Millions)
Balance at beginning of year $ 98 $ 36 $ 10 $ — $ 21 $ 17
Revenue recognized in excess of amounts invoiced 86 170 5 10 6 6
Contract assets acquired — 36 — — — —
Minimum volume commitments invoiced ( 58 ) ( 144 ) — — — —
Amortization of contract assets ( 17 ) — ( 2 ) — ( 3 ) ( 2 )
Balance at end of year $ 109 $ 98 $ 13 $ 10 $ 24 $ 21
Contract Liabilities
The following table presents a reconciliation of contract liabilities:
Year Ended December 31,
Williams Transco NWP
2025 2024 2025 2024 2025 2024
(Millions)
Balance at beginning of year $ 1,046 $ 1,081 $ 173 $ 184 $ — $ 2
Payments received and deferred 198 183 — — — —
Liabilities acquired and other additions 23 53 — — — —
Significant financing component
7 8 — — — —
Liabilities reclassified as held for sale ( 19 ) — — — — —
Recognized in revenue ( 307 ) ( 279 ) ( 10 ) ( 11 ) — ( 2 )
Balance at end of year $ 948 $ 1,046 $ 163 $ 173 $ — $ —
Remaining Performance Obligations
Remaining performance obligations primarily include reservation charges on contracted capacity for Williams’ gas pipeline firm transportation contracts with customers, storage capacity contracts, long-term contracts containing MVC associated with midstream businesses, and fixed payments associated with offshore gathering and transportation. 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; 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. Certain of its contracts contain evergreen and other renewal provisions for periods beyond the initial term of the contract. The remaining performance obligation amounts as of December 31, 2025, do not consider potential future performance obligations for which the renewal has not been exercised and exclude contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service. Consideration received prior to December 31, 2025, that will be recognized in future periods is also excluded from its remaining performance obligations and is instead reflected in contract liabilities.
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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.
Contract Liabilities
Williams Transco NWP
(Millions)
2026 ( one year )
$ 169 $ 10 $ —
2027 ( one year )
145 10 —
2028 ( one year )
120 11 —
2029 ( one year )
91 11 —
2030 ( one year )
68 10 —
Thereafter
355 111 —
Total $ 948 $ 163 $ —
Remaining Performance Obligations
Williams Transco NWP
(Millions)
2026 ( one year )
$ 4,589 $ 2,990 $ 399
2027 ( one year )
4,265 2,772 386
2028 ( one year )
3,865 2,576 367
2029 ( one year )
2,970 1,846 348
2030 ( one year )
2,703 1,759 342
Thereafter
13,779 9,990 1,919
Total $ 32,171 $ 21,933 $ 3,761
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Notes (Continued)
Note 6 – Provision (Benefit) for Income Taxes
Williams has adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures and has applied the disclosure guidance retrospectively for each period presented.
The Provision (benefit) for income taxes includes:
Year Ended December 31,
2025 2024 2023
(Millions)
Current:
Federal $ 99 $ 125 $ 3
State 14 9 21
113 134 24
Deferred:
Federal 597 472 872
State 147 34 109
744 506 981
Provision (benefit) for income taxes $ 857 $ 640 $ 1,005
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,
2025 %
2024 %
2023 %
(Millions)
Provision (benefit) for income taxes at the federal statutory rate
$ 761 21.0 % $ 627 21.0 % $ 925 21.0 %
State and local income tax, net of federal income tax effect
130 3.6 % 35 1.2 % 104 2.4 %
Nontaxable or nondeductible items
( 34 ) ( 0.9 ) % ( 23 ) ( 0.8 ) % ( 23 ) ( 0.5 ) %
Other adjustments
— 0.0 % 1 0.0 % ( 1 ) 0.0 %
Provision (benefit) for income taxes $ 857 23.7 % $ 640 21.4 % $ 1,005 22.9 %
During the course of audits of its business by domestic and foreign tax authorities, Williams frequently faces challenges regarding the amount of taxes due. These challenges include questions regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. In evaluating the liability associated with its various filing positions, Williams applies the two-step process of recognition and measurement. In association with this liability, Williams records an estimate of related interest and tax exposure as a component of its tax provision. The impact of this accrual is included within Other adjustments in its reconciliation of the Provision (benefit) for income taxes at the federal statutory rate to recorded Provision (benefit) for income taxes .
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Significant components of Deferred income tax liabilities are as follows:
December 31,
2025 2024
(Millions)
Gross deferred income tax liabilities:
Property, plant and equipment
$ 5,116 $ 4,501
Investments
1,718 1,733
Other
237 193
Total gross deferred income tax liabilities 7,071 6,427
Gross deferred income tax assets:
Accrued liabilities
1,142 1,146
Corporate alternative minimum tax credits
203 108
Federal loss carryovers
224 325
Disallowed business interest expense carryforward
117 247
State losses and credits
171 224
Other
127 92
Total gross deferred income tax assets 1,984 2,142
Less valuation allowance 83 91
Net deferred income tax assets 1,901 2,051
Deferred income tax liabilities $ 5,170 $ 4,376
The valuation allowance at December 31, 2025 and 2024 serves to reduce the available deferred income tax assets to an amount that will, more likely than not, be realized. Williams considered all available positive and negative evidence, which incorporates available tax planning strategies, and management’s estimate of future reversals of existing taxable temporary differences and has determined that a portion of its deferred income tax assets related to State losses and credits may not be realized. The amounts presented in the table above are, with respect to state items, before any federal benefit. The change from prior year for the State losses and credits reflects increases in losses and credits generated in the current and prior years less losses and/or credits utilized in the current year. Williams has loss and credit carryovers in multiple state taxing jurisdictions. These attributes generally expire between 2026 and 2044 with some carryovers having indefinite carryforward periods.
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. None of these attributes have an expiration date.
Cash payments for income taxes (net of refunds) are as follows:
Year Ended December 31,
2025 2024 2023
(Millions)
U.S. Federal
$ 135 $ 41 $ 11
U.S. State and Local
27 27 20
Total income taxes paid (net of refunds)
$ 162 $ 68 $ 31
On July 4, 2025, the One Big Beautiful Bill Act was enacted. 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.
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Notes (Continued)
Williams recognizes related interest and penalties as a component of Provision (benefit) for income taxes . There were no significant interest and penalties recognized for any period presented. There were no interest or penalties relating to uncertain tax positions accrued as of December 31, 2025 and December 31, 2024.
Consolidated U.S. 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.
Note 7 – Employee Benefit Plans
Pension Plans
Williams has noncontributory defined benefit pension plans for eligible employees hired prior to January 1, 2019. Eligible employees earn compensation credits based on a cash balance formula. As of January 1, 2020, certain active employees are no longer eligible to receive compensation credits.
Other Postretirement Benefits
Williams provides subsidized retiree medical benefits to a closed group of participants as well as retiree life insurance benefits to eligible participants. Medical benefits for Medicare eligible participants are paid through contributions to health reimbursement accounts. Benefits for all other participants are provided through a self-insured medical plan, which includes participant contributions and contains other cost-sharing features such as deductibles, co-payments, and co-insurance.
Defined Contribution Plan
Williams has a defined contribution plan for the benefit of substantially all employees. Plan participants may contribute a portion of their compensation on a pre-tax or after-tax basis. Generally, Williams matches employee contributions up to 6 percent of eligible compensation. Additionally, eligible active employees that do not receive compensation credits under the defined benefit pension plan are eligible for an additional annual fixed-percentage contribution made by Williams to the defined contribution plan. Williams’ contributions charged to expense were $ 74 million in 2025, $ 69 million in 2024, and $ 60 million in 2023.
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Notes (Continued)
Funded Status
The following table presents the changes in benefit obligations and plan assets for pension benefits and other postretirement benefits for the years indicated:
Pension Benefits Other
Postretirement Benefits
2025 2024 2025 2024
(Millions)
Change in benefit obligation:
Benefit obligation at beginning of year
$ 937 $ 1,006 $ 132 $ 145
Service cost
22 25 1 1
Interest cost
50 47 7 7
Plan participants’ contributions
— — 1 2
Benefits paid
( 89 ) ( 73 ) ( 12 ) ( 11 )
Net actuarial loss (gain) (1) 34 ( 65 ) ( 1 ) ( 12 )
Settlements
( 5 ) ( 3 ) — —
Net increase (decrease) in benefit obligation 12 ( 69 ) ( 4 ) ( 13 )
Benefit obligation at end of year
949 937 128 132
Change in plan assets:
Fair value of plan assets at beginning of year
1,183 1,167 272 262
Actual return on plan assets
123 88 21 16
Employer contributions
5 4 4 3
Plan participants’ contributions
— — 1 2
Benefits paid
( 89 ) ( 73 ) ( 12 ) ( 11 )
Settlements
( 5 ) ( 3 ) — —
Net increase (decrease) in fair value of plan assets 34 16 14 10
Fair value of plan assets at end of year
1,217 1,183 286 272
Funded status — overfunded (underfunded) $ 268 $ 246 $ 158 $ 140
Amounts recognized in the Consolidated Balance Sheet:
Noncurrent assets $ 290 $ 270 $ 161 $ 143
Current liabilities ( 3 ) ( 4 ) ( 3 ) ( 3 )
Noncurrent liabilities ( 19 ) ( 20 ) — —
Funded status — overfunded (underfunded) $ 268 $ 246 $ 158 $ 140
Accumulated benefit obligation $ 942 $ 929
____________
(1) 2025 amounts are due primarily to changes in the following factors: Pension Benefits - discount rate assumptions and interest crediting rate assumption. 2024 amounts are due primarily to changes in the following factors: Pension Benefits - discount rate assumptions and interest crediting rate assumption; Other Postretirement Benefits - discount rate assumption.
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Notes (Continued)
The following table summarizes information for pension plans with obligations in excess of plan assets at December 31.
2025 2024
(Millions)
Projected benefit obligation $ 22 $ 23
Accumulated benefit obligation 20 22
Fair value of plan assets — —
Pre-tax amounts recognized in Accumulated other comprehensive income (loss) at December 31 are as follows:
Pension Benefits Other
Postretirement Benefits
2025 2024 2025 2024
(Millions)
Net actuarial gain (loss) $ 78 $ 49 $ 57 $ 20
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)
Net periodic benefit cost (credit) for the years ended December 31 consist of the following:
Pension Benefits Other
Postretirement Benefits
2025 2024 2023 2025 2024 2023
(Millions)
Components of net periodic benefit cost (credit):
Service cost
$ 22 $ 25 $ 23 $ 1 $ 1 $ 1
Interest cost
50 47 46 7 7 7
Expected return on plan assets
( 61 ) ( 60 ) ( 57 ) ( 11 ) ( 11 ) ( 10 )
Amortization of net actuarial loss (gain)
— — 5 ( 9 ) ( 5 ) ( 3 )
Net actuarial loss from settlements
1 1 — — — —
Reclassification to regulatory liability
— — — 1 — —
Net periodic benefit cost (credit) (1) $ 12 $ 13 $ 17 $ ( 11 ) $ ( 8 ) $ ( 5 )
____________
(1) Components other than Service cost are included in Other income (expense) – net below Operating income (loss) in Williams’ Consolidated Statement of Income .
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Notes (Continued)
Items Recognized in Other Comprehensive Income (Loss)
Other changes in plan assets and benefit obligations recognized in Other comprehensive income (loss) before taxes for the years ended December 31 consist of the following:
Pension Benefits Other
Postretirement Benefits
2025 2024 2023 2025 2024 2023
(Millions)
Net actuarial gain (loss) arising during the year $ 28 $ 93 $ ( 5 ) $ 8 $ 3 $ 3
Amortization of net actuarial loss (gain)
— — 5 ( 8 ) ( 2 ) ( 2 )
Net actuarial loss from settlements 1 1 — — — —
Total recognized in Other comprehensive income (loss)
$ 29 $ 94 $ — $ — $ 1 $ 1
Key Assumptions
The weighted-average assumptions utilized to determine benefit obligations and Net periodic benefit cost (credit) as of December 31 are as follows:
Pension Benefits Other
Postretirement Benefits
2025 2024 2023 2025 2024 2023
Benefit obligations:
Discount rate 5.32 % 5.60 % 4.98 % 5.47 % 5.67 % 5.01 %
Rate of compensation increase 3.48 3.48 3.52 N/A N/A N/A
Cash balance interest crediting rate 4.25 4.00 4.50 N/A N/A N/A
Net periodic benefit cost (credit):
Discount rate 5.60 % 4.98 % 5.16 % 5.67 % 5.01 % 5.20 %
Expected long-term rate of return on plan assets 5.35 5.31 5.17 4.20 4.16 4.04
Rate of compensation increase 3.48 3.52 3.58 N/A N/A N/A
Cash balance interest crediting rate 4.00 4.50 3.50 N/A N/A N/A
Williams uses mortality tables issued by the Society of Actuaries to measure the benefit obligations.
The assumed health care cost trend rate for 2026 is 9.1 percent. This rate decreases to 4.5 percent by 2035 .
Plan Assets
The plans’ investment objectives include a framework to manage the volatility of the plans’ funded status and minimize future cash contributions. The plans follow a policy of diversifying the investments across various asset classes, strategies, and investment managers. In order to mitigate risks associated with investing, the investment policy for the pension plans defines target asset allocation percentages and outlines types of investments that are authorized and not authorized under the policy. The December 31, 2025, target asset allocation was 25 percent equity securities and 75 percent fixed income securities, including investments in equity and fixed income commingled investment funds and separate accounts.
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The fair values of Williams’ pension and other postretirement benefits plan assets by asset class at December 31 are as follows:
2025
Pension Benefits Other Postretirement Benefits
Level 1 (1) Level 2 (2) Total Level 1 (1) Level 2 (2) Total
(Millions)
Cash management funds $ 33 $ — $ 33 $ 106 $ — $ 106
Government debt securities 73 18 91 11 3 14
Corporate debt securities — 297 297 — 45 45
Other 1 11 12 — 1 1
$ 107 $ 326 433 $ 117 $ 49 166
Commingled investment funds (3):
Equities 306 47
Fixed income 478 73
Total assets at fair value $ 1,217 $ 286
2024
Pension Benefits Other Postretirement Benefits
Level 1 (1) Level 2 (2) Total Level 1 (1) Level 2 (2) Total
(Millions)
Cash management funds $ 29 $ — $ 29 $ 103 $ — $ 103
Government debt securities 74 19 93 11 3 14
Corporate debt securities — 295 295 — 43 43
Other 1 4 5 — — —
$ 104 $ 318 422 $ 114 $ 46 160
Commingled investment funds (3):
Equities 292 43
Fixed income 469 69
Total assets at fair value $ 1,183 $ 272
____________
(1) Level 1 includes assets with fair values based on quoted prices in active markets for identical assets. Cash management funds and U.S. Treasury securities are included in this level.
(2) Level 2 includes assets with fair values determined by using significant other observable inputs. This level includes fixed income securities, other than U.S. Treasury securities, that are valued primarily using pricing models which incorporate observable inputs such as benchmark yields, reported trades, broker/dealer quotes, and issuer spreads.
(3) The commingled investment funds are measured using the net asset value per share practical expedient. Certain standard withdrawal restrictions generally apply, which may include redemption notification periods ranging from 5 days to 15 days.
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Plan Benefit Payments and Employer Contributions
Following are the expected benefit payments, which reflect the same assumptions previously discussed and future service as appropriate.
Pension
Benefits Other
Postretirement
Benefits
(Millions)
2026
$ 100 $ 11
2027
95 11
2028
92 10
2029
87 10
2030
83 10
2031-2035
393 46
In 2026, Williams expects to contribute approximately $ 1 million to the pension plans and approximately $ 3 million to the other postretirement benefit plan.
Note 8 – Investing Activities
Equity-Method Investments
Ownership Interest at December 31, 2025
December 31,
2025 2024
(Millions)
Appalachia Midstream Investments (1) $ 2,737 $ 2,810
OPPL 50 % 376 385
Blue Racer 50 % 341 366
Cogentrix (2) 292 —
Louisiana LNG 10 % 253 —
Gulfstream 50 % 185 196
Laurel Mountain Midstream, LLC 69 % 159 171
Other Various 175 179
$ 4,518 $ 4,107
___________
(1) Includes equity-method investments in multiple gathering systems in the Marcellus Shale region with an approximate average 66 percent interest.
(2) See the Cogentrix section below for more details.
Louisiana LNG
In October 2025, Williams acquired a 10 percent interest in Louisiana LNG for $ 276 million. The investment is accounted for under the equity-method and is reported within the Transmission, Power & Gulf segment. Louisiana LNG is developing a fully permitted LNG export facility.
Cogentrix
In March 2025, Williams invested $ 153 million in Cogentrix, representing an approximate 10 percent indirect interest in 11 natural gas power plants. 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. Williams’ equity earnings from Cogentrix reflect its share of the operating expenses and fair value changes recorded by the investee.
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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
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.
Certain other equity-method investments have a carrying value less than Williams’ portion of the underlying equity in the net assets primarily due to other-than-temporary impairments that Williams recognized but were not required to be recognized in the investees’ financial statements. These differences total approximately $ 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. 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
Williams generally funds its portion of significant expansion or development projects of these investees through additional capital contributions. These transactions increased the carrying value of Williams’ investments and included:
Year Ended December 31,
2025 2024 2023
(Millions)
Louisiana LNG
$ 313 $ — $ —
Cogentrix
153 — —
Appalachia Midstream Investments 38 74 59
Discovery (Note 3)
— 37 40
Aux Sable Liquid Products LP
— 1 38
Other 7 2 4
$ 511 $ 114 $ 141
Dividends and distributions
The organizational documents of entities in which Williams has an equity-method investment generally require distribution of available cash to members on at least a quarterly basis. These transactions reduced the carrying value of its investments and included:
Year Ended December 31,
2025 2024 2023
(Millions)
Appalachia Midstream Investments $ 394 $ 407 $ 405
Blue Racer
118 95 62
OPPL
101 90 56
Gulfstream 97 103 98
Laurel Mountain Midstream, LLC 34 29 42
Discovery (Note 3)
— 22 49
RMM (Note 3)
— — 49
Other 56 43 35
$ 800 $ 789 $ 796
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Notes (Continued)
Summarized Financial Position and Results of Operations of All Equity-Method Investments
December 31,
2025 2024
(Millions)
Financial Position:
Current assets $ 829 $ 564
Noncurrent assets 14,525 9,439
Current liabilities ( 880 ) ( 1,146 )
Noncurrent liabilities ( 3,147 ) ( 2,383 )
Year Ended December 31,
2025 2024 2023
(Millions)
Results of Operations (1):
Gross revenue $ 2,930 $ 2,880 $ 3,714
Operating income 1,515 1,190 966
Net income 1,296 987 748
___________
(1) Certain equity‑method investments were acquired, sold, or consolidated in the periods presented. 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
The following table presents certain items reflected in Other investing income (loss) – net :
Year Ended December 31,
2025 2024 2023
(Millions)
Gain on sale of Aux Sable investments
$ — $ 149 $ —
Gain on remeasurement of Discovery investment (Note 3)
— 127 —
Interest income
40 67 79
Gain on remeasurement of RMM investment (Note 3)
— — 30
Other
2 — ( 1 )
$ 42 $ 343 $ 108
Sale of Aux Sable Interest
On August 1, 2024, Williams completed the sale of its equity-method investments in Aux Sable Liquid Products Inc., Aux Sable Liquid Products LP, and Aux Sable Midstream LLC (collectively, “Aux Sable”) in Williams’ Northeast G&P segment for total consideration of $ 161 million. As a result of this sale, Williams recorded a gain of $ 149 million in the third quarter of 2024. The gain is reflected in Other investing income (loss) – net .
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Notes (Continued)
Note 9 – Property, Plant, and Equipment
The following tables present Property, plant, and equipment – net for the years ended:
Williams
Estimated
Useful Life (1)
(Years) Depreciation
Rates (1)
(%) December 31,
2025 2024
(Millions)
Nonregulated:
Natural gas gathering and processing facilities 5 - 40
$ 24,782 $ 23,134
Construction in progress Not applicable 2,947 1,543
Oil and gas properties Units of production 1,552 1,685
Other 0 - 45
5,177 4,798
Regulated:
Natural gas transmission facilities 2.23 - 10.20
23,886 22,763
Construction in progress Not applicable Not applicable 657 542
Other 5 - 45
0.00 - 33.33
3,009 2,930
Total property, plant, and equipment, at cost 62,010 57,395
Accumulated depreciation and amortization ( 20,014 ) ( 18,703 )
Property, plant, and equipment — net $ 41,996 $ 38,692
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.
Regulated Property, plant, and equipment – net includes approximately $ 319 million and $ 354 million at December 31, 2025 and 2024, respectively, related to the purchase price allocation of $ 1.5 billion to property, plant and equipment and adjustments to deferred taxes in excess of original cost from Williams’ purchase of Transco in 1995. This amount is being amortized over 40 years using the straight-line amortization method. Current FERC policy does not permit recovery through rates for amounts in excess of original cost of construction.
Transco
Depreciation
Rates (1)
(%) December 31,
2025 2024
(Millions)
Onshore transmission facilities
2.29 - 6.67
$ 18,093 $ 17,242
Offshore transmission facilities
2.23
633 659
Storage facilities
2.27 - 2.31
1,010 948
Gathering facilities
0.00 - 0.94
105 136
Construction in progress
Not applicable 526 420
Other
1.58 - 20.00
645 639
Total property, plant, and equipment, at cost 21,012 20,044
Accumulated depreciation and amortization ( 6,404 ) ( 5,941 )
Property, plant, and equipment — net $ 14,608 $ 14,103
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Notes (Continued)
NWP
Depreciation
Rates (1)
(%) December 31,
2025 2024
(Millions)
Transmission facilities
2.70 - 10.20
$ 3,987 $ 3,821
Storage facilities
1.60 - 2.76
165 160
Construction in progress
Not applicable 111 66
Other
0.00 - 33.33
171 171
Total property, plant, and equipment, at cost 4,434 4,218
Accumulated depreciation and amortization ( 2,164 ) ( 2,089 )
Property, plant, and equipment — net $ 2,270 $ 2,129
__________
(1) Estimated useful life and depreciation rates are presented as of December 31, 2025. Depreciation rates and estimated useful lives for regulated assets are prescribed by the FERC.
Asset Retirement Obligations
Williams’ accrued obligations primarily relate to offshore platforms and pipelines, 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.
The following tables present the significant changes to AROs, of which $ 2.49 billion and $ 2.55 billion are included in Regulatory liabilities, deferred income, and other with the remaining current portion in Other current liabilities at December 31, 2025 and 2024, respectively.
Williams
Year Ended December 31,
2025 2024
(Millions)
Balance at beginning of year $ 2,639 $ 2,084
Liabilities incurred, including acquisitions
23 474
Liabilities settled ( 110 ) ( 68 )
Liabilities reclassified as held for sale
( 41 ) —
Accretion 133 118
Revisions
( 57 ) 31
Balance at end of year $ 2,587 $ 2,639
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Notes (Continued)
Transco
Year Ended December 31,
2025 2024
(Millions)
Balance at beginning of year $ 615 $ 619
Liabilities incurred
9 —
Liabilities settled
( 44 ) ( 32 )
Accretion
29 29
Revisions
5 ( 1 )
Balance at end of year $ 614 $ 615
The funds Transco collects through a portion of its rates to fund its AROs are deposited into an external trust account dedicated to funding its AROs (ARO Trust). (See Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk.)
NWP
Year Ended December 31,
2025 2024
(Millions)
Balance at beginning of year $ 144 $ 136
Accretion
8 8
Balance at end of year $ 152 $ 144
NWP’s gross regulatory asset balances associated with ARO as of December 31, 2025 and 2024 were $ 132 million and $ 124 million, respectively. NWP’s regulatory asset is expected to be fully recovered through the negative salvage component of depreciation included in NWP’s rates; as such, the negative salvage component of accumulated depreciation collected through rates and reflected as a regulatory liability has been netted with the ARO regulatory asset to result in a regulatory liability of $ 35 million and $ 30 million at December 31, 2025 and 2024, respectively (see Note 10 – Regulatory Assets and Liabilities).
Note 10 – Regulatory Assets and Liabilities
The components of regulatory assets and liabilities include the effects of deferred taxes on equity funds used during construction, AROs, shipper imbalance activity, fuel and power cost differentials, depreciation, negative salvage, pension and other postretirement benefits, trackers, and rate allowances for deferred income taxes at historically higher federal and state income tax rates.
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Notes (Continued)
Williams
December 31,
2025 2024
(Millions)
Current assets reported within Other current assets and deferred charges
$ 130 $ 84
Noncurrent assets reported within Regulatory assets, deferred charges, and other
568 582
Total regulatory assets $ 698 $ 666
Current liabilities reported within Other current liabilities
$ 117 $ 85
Noncurrent liabilities reported within Regulatory liabilities, deferred income, and other
1,202 1,300
Total regulatory liabilities $ 1,319 $ 1,385
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Notes (Continued)
Transco
December 31,
2025 2024
(Millions)
Current regulatory assets:
Fuel recovery $ 70 $ 47
ARO 51 16
Deferred cash out — 6
ARO - Eminence 5 5
Total current regulatory assets 126 74
Long-term regulatory assets:
ARO 195 243
Grossed-up deferred taxes on equity AFUDC 28 29
ARO - Eminence 10 15
Slug catcher 6 6
Other 29 27
Total long-term regulatory assets 268 320
Total regulatory assets $ 394 $ 394
Current regulatory liabilities:
Electric power cost $ 59 $ 26
Deferred taxes - liability 18 31
Postretirement benefits other than pension 5 —
Pension 5 —
Deferred cash out 5 —
Other 1 1
Total current regulatory liabilities 93 58
Long-term regulatory liabilities:
Negative salvage 592 632
Deferred taxes - liability 246 252
Postretirement benefits other than pension 22 31
Pension 22 30
Sentinel meter station depreciation 7 7
Other 25 24
Total long-term regulatory liabilities 914 976
Total regulatory liabilities $ 1,007 $ 1,034
The significant regulatory assets and liabilities include:
Fuel recovery : This amount represents the value of the cumulative volumetric difference between the gas retained from customers and the gas consumed in operations. These amounts are not included in the rate base, but they are expected to be recovered in subsequent annual fuel tracker filings.
ARO : This regulatory asset balance includes the uncollected ARO depreciation expense and accretion expense and amounts are not included in rate base. The regulatory asset is being recovered through rates, and is being
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Notes (Continued)
amortized to expense consistent with the amounts collected in rates (see AROs in Note 9 – Property, Plant, and Equipment).
ARO- Eminence : This regulatory asset balance is associated with the Eminence Storage Field retirement costs. The regulatory asset is being recovered through rates and is being amortized to expense consistent with the amounts collected in rates.
Grossed-up deferred taxes on equity AFUDC : This regulatory asset balance is established to offset the deferred tax for the equity component of the allowance for funds used during the construction of long-lived assets. Taxes on capitalized funds used during construction and the offsetting deferred income taxes are included in the rate base and are recovered over the depreciable lives of the long-lived assets to which they relate.
Slug catcher: This amount represents certain costs associated with the replacement of a component of a slug catcher which was included in the Docket No. RP24-1035 rate case settlement. A regulatory asset has been established to recognize the recovery of Transco’s investment in the slug catcher as it is collected through Transco’s depreciation rates and is being amortized at the prescribed depreciation rate for onshore transmission facilities.
Electric power cost : This amount represents the value of the difference between the electric power costs recovered from our customers and the electric power costs incurred in operations. These amounts are not included in the rate base, but they are expected to be recovered in subsequent annual electric power tracker filings.
Deferred taxes - liability : 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. 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.
Postretirement benefits other than pension: Transco previously recovered the actuarially determined cost of postretirement benefits through rates that were set through periodic general rate filings. 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. Effective with Transco’s Docket No. 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. 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).
Pension: Williams previously made annual cash contributions to the pension plans, based on actuarial estimates. Transco previously recovered the actuarially determined pension cash contributions through rates that were set through periodic general rate filings. Effective with Transco’s Docket No. RP24‑1035 rate case settlement, Transco will no longer recover pension cash contributions through rates or record related pension regulatory liabilities. 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).
Deferred cash out : This amount represents the deferral of gains or losses on the purchases and sales of gas imbalances with shippers. These assets and liabilities amounts will be recovered or refunded, respectively, under terms provided for in Transco’s FERC tariff.
Negative salvage: Transco’s rates include a component designed to recover certain future retirement costs for which it is not required to record an ARO. Transco records a regulatory liability representing the cumulative residual amount of recoveries through rates, net of expenditures associated with these retirement costs.
Sentinel meter station depreciation: This amount reflects the incremental depreciation being recorded related to the meter station modifications made for three of the Sentinel shippers. These modifications will be recovered through a surcharge over a defined period of time as stated in the Sentinel FERC order. The incremental
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depreciation represents the difference between the FERC granted depreciation rate for such facilities in the last rate case as compared to the depreciation rates in the Sentinel order which are based on the contractual terms in the surcharge agreements. The incremental depreciation will be recorded through the end of the contractual term and then will be amortized.
NWP
December 31,
2025 2024
(Millions)
Current regulatory assets:
Fuel recovery $ — $ 4
Levelized depreciation 3 2
Total current regulatory assets 3 6
Long-term regulatory assets:
Levelized depreciation 5 7
Grossed-up deferred taxes on equity AFUDC 3 4
Washington State Carbon and Greenhouse Gas Tax 72 38
Total long-term regulatory assets
80 49
Total regulatory assets $ 83 $ 55
Current regulatory liabilities:
Deferred taxes - liability $ 20 $ 20
Fuel recovery — —
Total current regulatory liabilities 20 20
Long-term regulatory liabilities:
Deferred taxes - liability 146 160
Postretirement benefits other than pension 44 43
Negative salvage - net 35 30
Total long-term regulatory liabilities 225 233
Total regulatory liabilities $ 245 $ 253
The significant regulatory assets and liabilities include:
Fuel recovery : This amount represents the value of the cumulative volumetric difference between the gas retained from customers and the gas consumed in operations. These amounts are not included in the rate base, but they are expected to be recovered in subsequent annual fuel tracker filings.
Levelized depreciation : Levelized depreciation allows contract revenue streams to remain constant over the primary contract terms by recognizing lower than book depreciation in the early years and higher than book depreciation in later years. The depreciation component of the levelized incremental rates will equal the accumulated book depreciation by the end of the primary contract terms. The difference between levelized depreciation and straight-line book depreciation is recorded as a FERC approved regulatory asset or liability and is eliminated over the levelization period.
Grossed-up deferred taxes on equity AFUDC : This regulatory asset balance is established to offset the deferred tax for the equity component of the allowance for funds used during the construction of long-lived assets. Taxes on
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Notes (Continued)
capitalized funds used during construction and the offsetting deferred income taxes are included in the rate base and are recovered over the depreciable lives of the long-lived assets to which they relate.
Washington State Carbon and Greenhouse Tax : This amount represents the cost of emission allowances and the associated accumulated interest as a result of the passage of the state of Washington Climate Commitment Act that took effect January 1, 2023. NWP’s Settlement allows it to recover the costs of purchasing allowances under the program in NWP’s next rate case.
Deferred taxes - liability : This 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. 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. This item will be subject to future discussions and negotiation with our customers in our next rate case.
Postretirement benefits other than pension: NWP seeks to recover the actuarially determined cost of postretirement benefits through rates that are set through periodic general rate filings. Any differences between the annual actuarially determined cost and amounts currently being recovered in rates are recorded as regulatory assets or liabilities and collected or refunded through future rate adjustments. These amounts are not included in the rate base, and NWP is not currently recovering postretirement benefit costs in its rates (see Note 7 – Employee Benefit Plans).
Negative salvage, net of ARO asset : This regulatory liability balance reflects the amount that NWP has recovered in rates related to future retirement costs offset by depreciation of the ARO asset and accretion expense of the ARO liability due to the passage of time. AROs are expected to be fully recovered through the net negative salvage component of depreciation included in rates (see AROs in Note 9 – Property, Plant, and Equipment).
Note 11 – Goodwill and Other Intangible Assets
Goodwill
Changes in the carrying amount of goodwill, included in Intangible assets – net in Williams’ Consolidated Balance Sheet, by reportable segment for the years indicated are as follows:
Transmission, Power & Gulf West Total
(Millions)
December 31, 2023 $ 400 $ 63 $ 463
Cureton Acquisition (Note 3)
— 5 5
RMM Acquisition (Note 3)
— ( 2 ) ( 2 )
December 31, 2024 400 66 466
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. Williams did not identify or recognize any impairments to goodwill in connection with the evaluation of goodwill for impairment during the year ended December 31, 2025.
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Notes (Continued)
Other Intangible Assets
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:
2025 2024
Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization
(Millions)
Customer relationships $ 10,113 $ ( 3,832 ) $ 10,239 $ ( 3,523 )
Transportation and storage capacity contracts 267 ( 254 ) 267 ( 244 )
Other
6 ( 3 ) 6 ( 2 )
Other intangible assets
$ 10,386 $ ( 4,089 ) $ 10,512 $ ( 3,769 )
Customer Relationships
Customer relationships primarily relate to gas gathering, processing, and fractionation contractual customer relationships recognized in acquisitions. Contractual customer relationships are being amortized on a straight-line basis over 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. Although a significant portion of the expected future cash flows associated with these contractual customer relationships are dependent on the ability to renew or extend the arrangements beyond the initial contract periods, these expected future cash flows are significantly influenced by the scope and pace of Williams’ producer customers’ drilling programs. Once producer customers’ wells are connected to Williams’ gathering infrastructure, their likelihood of switching to another provider before the wells are abandoned is reduced due to the significant capital investment required.
The amortization expense related to customer relationships was $ 372 million, $ 368 million, and $ 360 million in 2025, 2024, and 2023, respectively. The estimated amortization expense for each of the next five succeeding fiscal years is $ 364 million, $ 360 million, $ 360 million, $ 360 million, and $ 359 million.
Transportation and Storage Capacity Contracts
Certain transportation and storage capacity contracts were recognized as intangible assets as part of the acquisition of Sequent in 2021. The amortization expense related to transportation and storage capacity contracts was $ 10 million, $ 21 million, and $ 51 million in 2025, 2024, and 2023, respectively. The estimated amortization expense for each of the next five succeeding fiscal years is $ 7 million, $ 4 million, $ 2 million, $ 0 million, and $ 0 million.
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Notes (Continued)
Note 12 – Other Current Liabilities
Williams
December 31,
2025 2024
(Millions)
Interest on debt $ 342 $ 350
Employee costs 283 285
Reserve for rate refunds (Note 18) 179 —
Contract liabilities (Note 5) 165 170
Regulatory liabilities (Note 10) 117 85
Asset retirement obligations (Note 9) 103 91
Operating lease liabilities (Note 14) 32 26
Other, including accrued loss contingencies 418 353
$ 1,639 $ 1,360
Transco
December 31,
2025 2024
(Millions)
Customer deposits $ 68 $ 45
Taxes, other than income taxes 28 27
Contract liabilities 11 10
Other 36 23
$ 143 $ 105
NWP
December 31,
2025 2024
(Millions)
Taxes, other than income taxes $ 9 $ 8
Interest on debt 6 6
Transportation and gas exchange payables 5 10
Other 12 10
$ 32 $ 34
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Notes (Continued)
Note 13 – Debt and Banking Arrangements
Long-Term Debt by Issuing Entity
December 31,
2025 2024
(Millions)
Transco:
7.080 % Debentures due 2026
$ 8 $ 8
7.250 % Debentures due 2026
200 200
7.850 % Notes due 2026
— 1,000
4.000 % Notes due 2028
400 400
3.250 % Notes due 2030
700 700
5.100 % Notes due 2036
1,000 —
5.400 % Notes due 2041
375 375
4.450 % Notes due 2042
400 400
4.600 % Notes due 2048
600 600
3.950 % Notes due 2050
500 500
5.750 % Notes due 2056
700 —
Other financing obligation — Atlantic Sunrise 734 764
Other financing obligation — Leidy South 74 75
Other financing obligation — Dalton 247 247
Unamortized debt issuance costs ( 35 ) ( 23 )
Net unamortized debt premium (discount) ( 15 ) ( 11 )
Total debt — Transco
$ 5,888 $ 5,235
MountainWest:
3.530 % Notes due 2028 (Note 3)
$ 100 $ 100
3.910 % Notes due 2038 (Note 3)
150 150
4.875 % Notes due 2041 (Note 3)
180 180
Net unamortized debt premium (discount) ( 54 ) ( 58 )
Total debt — MountainWest
$ 376 $ 372
NWP:
7.125 % Debentures due 2025
$ — $ 85
4.000 % Notes due 2027
500 500
Term loan due 2028 (see NWP Credit Agreement)
250 —
Unamortized debt issuance costs ( 1 ) ( 1 )
Net unamortized debt premium (discount) ( 1 ) ( 2 )
Total debt — NWP
$ 748 $ 582
Williams:
3.900 % Notes due 2025
$ — $ 750
4.000 % Notes due 2025
— 750
5.400 % Notes due 2026
1,100 1,100
7.700 % Notes due 2027
2 2
3.750 % Notes due 2027
1,450 1,450
5.300 % Notes due 2028
900 900
4.900 % Notes due 2029
1,100 1,100
4.800 % Notes due 2029
450 450
4.625 % Notes due 2030
750 —
3.500 % Notes due 2030
1,000 1,000
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December 31,
2025 2024
(Millions)
2.600 % Notes due 2031
$ 1,500 $ 1,500
7.500 % Debentures due 2031
339 339
7.750 % Notes due 2031
252 252
8.750 % Notes due 2032
445 445
4.650 % Notes due 2032
1,000 1,000
5.650 % Notes due 2033
750 750
5.150 % Notes due 2034
1,300 1,300
5.300 % Notes due 2035
750 —
5.600 % Notes due 2035
1,000 —
6.300 % Notes due 2040
1,250 1,250
5.800 % Notes due 2043
400 400
5.400 % Notes due 2044
500 500
5.750 % Notes due 2044
650 650
4.900 % Notes due 2045
500 500
5.100 % Notes due 2045
1,000 1,000
4.850 % Notes due 2048
800 800
3.500 % Notes due 2051
650 650
5.300 % Notes due 2052
750 750
5.800 % Notes due 2054
750 750
6.000 % Notes due 2055
500 —
Unamortized debt issuance costs ( 142 ) ( 130 )
Net unamortized debt premium (discount) ( 47 ) ( 41 )
Total debt — Williams $ 21,649 $ 20,167
Gulf Coast Storage deferred consideration obligation (Note 3) — 100
Total debt $ 28,661 $ 26,456
Long-term debt due within one year — Williams
( 1,099 ) ( 1,600 )
Long-term debt due within one year — Transco
( 246 ) ( 35 )
Long-term debt due within one year — NWP
— ( 85 )
Long-term debt $ 27,316 $ 24,736
Certain of Williams’ debt agreements contain covenants that restrict or limit, among other things, its ability to create liens supporting indebtedness, sell assets, and incur additional debt. Default of these agreements could also restrict Williams’ ability to make certain distributions or repurchase equity.
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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
(Millions)
Williams:
2026 $ 1,345
2027 1,994
2028 1,696
2029 1,600
2030 2,504
Transco:
2026 $ 246
2027 42
2028 446
2029 50
2030 754
NWP:
2027 $ 500
2028
250
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Notes (Continued)
Issuances
Senior unsecured debt issuances for the past three years and subsequent to the balance sheet date are as follows:
Issue Date
Maturity Date
Amount
Rate
(Millions)
Williams Public Issuances:
January 8, 2026 (1)
March 15, 2033 $ 500 5.650 %
January 8, 2026
March 15, 2036 1,250 5.150 %
January 8, 2026
March 15, 2056 1,000 5.950 %
June 30, 2025 June 30, 2030 750 4.625 %
June 30, 2025 September 30, 2035 750 5.300 %
January 9, 2025 March 15, 2035 1,000 5.600 %
January 9, 2025 March 15, 2055 500 6.000 %
August 13, 2024 November 15, 2029 450 4.800 %
August 13, 2024 (2) March 15, 2034 300 5.150 %
August 13, 2024 November 15, 2054 750 5.800 %
January 5, 2024 March 15, 2029 1,100 4.900 %
January 5, 2024 March 15, 2034 1,000 5.150 %
August 10, 2023 (3) March 2, 2026 350 5.400 %
August 10, 2023 August 15, 2028 900 5.300 %
March 2, 2023 March 2, 2026 750 5.400 %
March 2, 2023 March 15, 2033 750 5.650 %
Transco Private Placements:
November 20, 2025 (4) March 15, 2036 $ 1,000 5.100 %
November 20, 2025 (4) March 15, 2056 700 5.750 %
________________
(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.
(4) As part of the private debt placement, Transco entered into a registration rights agreement with the initial purchasers of the unsecured notes. 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.
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Retirements
Senior unsecured public debt retirements for the past three years are as follows:
Date of Retirement
Maturity Date
Amount
Rate
(Millions)
Williams:
September 15, 2025 September 15, 2025 $ 750 4.000 %
January 15, 2025 January 15, 2025 750 3.900 %
June 4, 2024 June 4, 2024 1,250 4.550 %
March 4, 2024 March 4, 2024 1,000 4.300 %
November 15, 2023 November 15, 2023 600 4.500 %
Transco:
December 5, 2025 February 1, 2026 $ 1,000 7.850 %
NWP:
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. 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. The obligations, which mature in 2038, 2041, and 2052, respectively, require monthly interest and principal payments and bear interest rates of approximately 9 percent, 13 percent, and 9 percent, respectively.
Credit Facility
December 31, 2025
Stated Capacity Outstanding
(Millions)
Long-term credit facility (1) $ 3,750 $ —
Letters of credit under certain bilateral bank agreements 15
________________
(1) In managing its available liquidity, Williams does not expect a maximum outstanding amount in excess of the capacity of its credit facility inclusive of any outstanding amounts under the commercial paper program.
Revolving credit facility
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. 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. 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. The facility also permits swing line loans of up to $ 200 million and letters of credit commitments of up to $ 500 million. Transco and NWP are each able to borrow up to $ 500 million under the facility, subject to availability.
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Notes (Continued)
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.
• If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments for the respective borrowers and accelerate the maturity of the loans of the defaulting borrower under the credit facility and exercise other rights and remedies.
• Other than swing line loans, each time funds are borrowed, the applicable borrower may choose from two methods of calculating interest: a fluctuating base rate equal to an alternative base rate as defined in the 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.
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.
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.
Commercial Paper Program
Williams has a $ 3.5 billion commercial paper program. The maturities of the commercial paper notes vary but may not exceed 397 days from the date of issuance. The commercial paper notes are sold under customary terms in the commercial paper market and are issued at a discount from par, or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis. The net proceeds of issuances of the commercial paper notes are expected to be used to fund planned capital expenditures and for other general corporate purposes. At December 31, 2025, $ 700 million of commercial paper was outstanding at a weighted-average interest rate of 3.85 percent.
NWP Credit Agreement
In December 2025, NWP, the lenders named therein, and an administrative agent entered into a credit agreement (NWP Credit Agreement). 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.
The NWP Credit Agreement contains the following terms and conditions:
• 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.
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• 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.
• Interest on borrowings under the NWP Credit Agreement is variable.
• NWP is required to maintain a ratio of debt to capitalization (defined as net worth plus debt) of no greater than 65 percent. This ratio will be tested at the end of each fiscal quarter.
Restrictive Debt Covenants
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. Transco and NWP expect to be in compliance with these covenants, for the December 31, 2025 reporting period.
Cash Payments for Interest by Registrant (Net of Amounts Capitalized)
Year Ended December 31,
2025 2024 2023
(Millions)
Williams $ 1,404 $ 1,293 $ 1,152
Transco 336 302 307
NWP 24 24 26
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Note 14 – Leases
Williams, Transco, and NWP are lessees through noncancellable lease agreements for property and equipment consisting primarily of buildings, land, vehicles, and equipment used in both its operations and administrative functions.
Williams
Year Ended December 31,
2025 2024 2023
(Millions)
Lease Cost:
Operating lease cost $ 39 $ 39 $ 38
Variable lease cost 33 31 31
Sublease income — — ( 1 )
Total lease cost $ 72 $ 70 $ 68
Cash paid for operating lease liabilities $ 40 $ 37 $ 37
December 31,
2025 2024
(Dollars in Millions)
Other Information:
Right-of-use assets (included in Regulatory assets, deferred charges, and other )
$ 170 $ 154
Operating lease liabilities:
Current (included in Other current liabilities )
$ 32 $ 26
Noncurrent (included in Regulatory liabilities, deferred income, and other )
$ 151 $ 142
Weighted-average remaining lease term – operating leases (years)
10 11
Weighted-average discount rate – operating leases
4.99 % 4.90 %
At December 31, 2025, the following table represents operating lease maturities, including renewal provisions Williams has assessed as being reasonably certain of exercise, for each of the years ended December 31:
(Millions)
2026 $ 40
2027 36
2028 28
2029 25
2030 21
Thereafter 87
Total future lease payments 237
Less: Amount representing interest 54
Total obligations under operating leases $ 183
Williams is the lessor to certain lease agreements for office space in its headquarters building, which are insignificant to its financial statements.
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Transco
Year Ended December 31,
2025 2024 2023
(Millions)
Lease Cost:
Operating lease cost $ 11 $ 9 $ 9
Variable lease cost 7 7 7
Total lease cost $ 18 $ 16 $ 16
Cash paid for operating lease liabilities $ 12 $ 9 $ 10
December 31,
2025 2024
(Dollars in Millions)
Other Information:
Right-of-use assets (included in Deferred charges and other in Transco’s Balance Sheet)
$ 64 $ 48
Operating lease liabilities:
Current (included in Other current liabilities in Transco’s Balance Sheet)
$ 9 $ 6
Noncurrent (included in Deferred income and other in Transco’s Balance Sheet)
$ 63 $ 51
Weighted-average remaining lease term – operating leases (years) 12 13
Weighted-average discount rate – operating leases 4.84 % 4.77 %
As of December 31, 2025, the following table represents operating lease maturities, including renewal provisions that Transco has assessed as being reasonably certain of exercise, for each of the years ended December 31:
(Millions)
2026 $ 12
2027 13
2028 12
2029 13
2030 12
Thereafter 36
Total future lease payments 98
Less: Amount representing interest 26
Total obligations under operating leases $ 72
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Notes (Continued)
NWP
Year Ended December 31,
2025 2024 2023
(Millions)
Lease Cost:
Operating lease cost $ 1 $ 3 $ 1
Variable lease cost — 1 1
Total lease cost $ 1 $ 4 $ 2
Cash paid for operating lease liabilities $ 1 $ 2 $ 1
December 31,
2025 2024
(Dollars in Millions)
Other Information:
Right-of-use assets (included in Deferred charges and other in NWP’s Balance Sheet)
$ 4 $ 5
Operating lease liabilities:
Current (included in Other current liabilities in NWP’s Balance Sheet)
$ — $ 1
Noncurrent (included in Deferred income and other in NWP’s Balance Sheet)
$ 4 $ 5
Weighted-average remaining lease term – operating leases (years) 18 19
Weighted-average discount rate – operating leases 4.66 % 4.90 %
As of December 31, 2025, the following table represents operating lease maturities, including renewal provisions that NWP has assessed as being reasonably certain of exercise, for each of the years ended December 31:
(Millions)
2026 $ —
2027 1
2028 —
2029 1
2030 —
Thereafter 4
Total future lease payments 6
Less: Amount representing interest 2
Total obligations under operating leases $ 4
Note 15 – Equity-Based Compensation
Williams’ Plan Information
The Williams Companies, Inc. 2007 Incentive Plan (the Plan) provides common-stock-based awards to both employees and nonmanagement directors. To date, 50 million new shares have been authorized for making awards under the Plan. The Plan permits the granting of various types of awards including, but not limited to, restricted stock units and stock options. At December 31, 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. At December 31, 2025, Williams had 0.3 million stock options that were both outstanding and exercisable.
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Notes (Continued)
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. 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. Measured but unrecognized stock-based compensation expense at December 31, 2025, was $ 78 million, all of which related to restricted stock units. These amounts are expected to be recognized over a weighted-average period of 1.8 years.
Nonvested Restricted Stock Units
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 . Performance-based grants may vest at a range from zero percent to 200 percent of the original shares granted based on performance against a target. At December 31, 2025, there were 1.6 million performance-based shares outstanding.
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Notes (Continued)
Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk
The following table presents, by level within the fair value hierarchy, certain of Williams’, Transco’s, and NWP’s significant financial assets and liabilities. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and commercial paper approximate fair value because of the short-term nature of these instruments. Therefore, these assets and liabilities are not presented in the following table.
Fair Value Measurements Using
Carrying
Amount Fair
Value Quoted
Prices In
Active
Markets for
Identical
Assets
(Level 1) Significant
Other
Observable
Inputs
(Level 2) Significant
Unobservable
Inputs
(Level 3)
(Millions)
Assets (liabilities) at December 31, 2025:
Measured on a recurring basis:
ARO Trust - Transco
$ 356 $ 356 $ 356 $ — $ —
Commodity derivative assets (1)
336 722 431 158 133
Commodity derivative liabilities (1)
( 340 ) ( 915 ) ( 497 ) ( 270 ) ( 148 )
Additional disclosures:
Guarantees ( 35 ) ( 28 ) — ( 12 ) ( 16 )
Debt by issuer, including current portion:
Williams
( 21,649 ) ( 21,556 ) — ( 21,556 ) —
Transco ( 5,888 ) ( 5,941 ) — ( 5,941 ) —
NWP ( 748 ) ( 747 ) — ( 747 ) —
MountainWest ( 376 ) ( 385 ) — ( 385 ) —
Total debt
( 28,661 ) ( 28,629 ) — ( 28,629 ) —
Assets (liabilities) at December 31, 2024:
Measured on a recurring basis:
ARO Trust - Transco
$ 297 $ 297 $ 297 $ — $ —
Commodity derivative assets (1)
344 726 427 188 111
Commodity derivative liabilities (1)
( 400 ) ( 1,070 ) ( 532 ) ( 475 ) ( 63 )
Additional disclosures:
Guarantees ( 36 ) ( 28 ) — ( 12 ) ( 16 )
Debt by issuer, including current portion:
Williams
( 20,167 ) ( 19,517 ) — ( 19,517 ) —
Transco ( 5,235 ) ( 5,276 ) — ( 5,276 ) —
NWP ( 582 ) ( 573 ) — ( 573 ) —
MountainWest ( 372 ) ( 364 ) — ( 364 ) —
Gulf Coast Storage deferred consideration (Note 3)
( 100 ) ( 100 ) — ( 100 ) —
Total debt
( 26,456 ) ( 25,830 ) — ( 25,830 ) —
(1) The carrying amount is presented net of counterparty offsetting arrangements and collateral (see Note 17 – Commodity Derivatives) .
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Fair Value Methods
The following methods and assumptions are used in estimating the fair value of financial instruments:
Assets and Liabilities Measured at Fair Value on a Recurring Basis
ARO Trust
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. 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.
Effective March 1, 2026, the annual funding obligation is approximately $ 51 million. See Note 18 – Contingencies and Commitments for additional information.
Investments within the ARO Trust were as follows:
December 31, 2025 December 31, 2024
Amortized Cost Basis
Fair Value
Amortized Cost Basis
Fair Value
(Millions)
Money market fund
$ 34 $ 34 $ 27 $ 27
U.S. equity funds
53 169 53 146
International equity fund
32 51 32 40
Municipal bond fund
104 102 88 84
Total
$ 223 $ 356 $ 200 $ 297
Commodity derivatives
Williams’ commodity derivatives include exchange-traded contracts and OTC contracts, which consist of physical forwards, futures, and swaps that are measured at fair value on a recurring basis. Williams also has other derivatives related to asset management agreements and other contracts that require physical delivery. Derivatives classified as Level 1 are valued using New York Mercantile Exchange (NYMEX) futures prices. Derivatives classified as Level 2 are valued using basis transactions that represent the cost to transport natural gas from a NYMEX delivery point to the contract delivery point. These transactions are based on quotes obtained either through electronic trading platforms or directly from brokers. Derivatives classified as Level 3 are valued using a combination of observable and unobservable inputs. See Note 17 – Commodity Derivatives for additional information.
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The following table presents a reconciliation of changes in fair value of the net commodity derivatives classified as Level 3 in the fair value hierarchy.
Year Ended December 31,
2025 2024
(Millions)
Balance at beginning of period $ 48 $ 53
Gains (losses) included in Williams’ Consolidated Statement of Income
50 ( 5 )
Purchases, issuances, and settlements ( 31 ) ( 1 )
Transfers into Level 3 ( 78 ) 1
Transfers out of Level 3 ( 4 ) —
Balance at end of period $ ( 15 ) $ 48
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
Guarantees
Guarantees primarily consist of a guarantee Williams has provided in the event of nonpayment by a previously owned communications subsidiary, Williams Communications Group, Inc., (WilTel), on a lease performance obligation that extends through 2042. Guarantees also include an indemnification related to a disposed operation.
To estimate the fair value of the WilTel guarantee, an estimated default rate is applied to the sum of the future contractual lease payments using an income approach. The estimated default rate is determined by obtaining the average cumulative issuer-weighted default rate based on the credit rating of WilTel’s current owner and the term of the underlying obligation. The default rate is published by Moody’s Investors Service. The carrying value of the WilTel guarantee is reported in Other current liabilities . The maximum potential undiscounted liquidity exposure is approximately $ 21 million at December 31, 2025. The exposure declines systematically through the remaining term of WilTel’s obligation.
The fair value of the guarantee associated with the indemnification related to a disposed operation was estimated using an income approach that considered probability-weighted scenarios of potential levels of future performance. The terms of the indemnification do not limit the maximum potential future payments associated with the guarantee. The carrying value of this guarantee is reported in Regulatory liabilities, deferred income, and other .
Williams is required by its revolving credit agreement to indemnify lenders for certain taxes required to be withheld from payments due to the lenders and for certain tax payments made by the lenders. The maximum potential amount of future payments under these indemnifications is based on the related borrowings and such future payments cannot currently be determined. These indemnifications generally continue indefinitely unless limited by the underlying tax regulations and have no carrying value. Williams has never been called upon to perform under these indemnifications and there is no current expectation of a future claim.
Long-term debt, including current portion
The disclosed fair value of long-term debt is determined primarily by a market approach using broker quoted indicative period-end bond prices. The quoted prices are based on observable transactions in less active markets for the debt or similar instruments. The fair values of the financing obligations associated with Transco’s Dalton, Leidy South, and Atlantic Sunrise projects, as well as the deferred consideration obligation associated with the Gulf Coast
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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).
Nonrecurring fair value measurements
In December 2025, Williams’ management approved a plan to sell certain gas gathering assets in the Mid-Continent region. These operations were designated as held for sale at December 31, 2025. 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) . These inputs resulted in a fair value measurement of $ 48 million within Level 2 of the fair value hierarchy. 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.
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. 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
Accounts receivable
The following table summarizes Williams’ concentration of receivables, net of allowances:
December 31,
2025 2024
(Millions)
Natural gas, NGLs, and related products and services
$ 575 $ 594
Regulated interstate natural gas transportation and storage 404 339
Marketing of natural gas and NGLs 535 516
Upstream activities 18 45
Accounts receivable related to revenues from contracts with customers
1,532 1,494
Receivables from derivatives 444 294
Other accounts receivable 108 75
Trade accounts and other receivables - net $ 2,084 $ 1,863
Williams’ customers include producers, distribution companies, industrial users, gas marketers, and pipelines primarily located in the continental United States. As a general policy, collateral is not required for receivables with the exception of the marketing receivables discussed below. Customers’ financial condition and credit worthiness are evaluated regularly; and, based upon this evaluation, Williams may obtain collateral to support receivables.
Williams uses established credit policies to determine and monitor the creditworthiness of gas marketing and trading counterparties, including requirements to post collateral or other credit security, as well as the quality of pledged collateral. Collateral or credit security is most often in the form of cash or letters of credit from an investment-grade financial institution, but may also include U.S. government securities. Williams also utilizes netting agreements whenever possible to mitigate exposure to gas marketing and trading counterparty credit risk. When more than one derivative transaction with the same counterparty is outstanding and a legally enforceable netting agreement exists with that counterparty, the “net” mark-to-market exposure represents a reasonable measure of the credit risk with that counterparty.
Transco and NWP receivables from contracts with customers are included within Receivables - Trade and Receivables - Affiliates. Receivables that are not related to contracts with customers are included within the balance of Receivables - Advances to affiliate and Receivables - Other .
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Revenues
Customers representing 10 percent or more of Transco’s and NWP’s revenues include:
Year Ended December 31,
2025 2024 2023
(Millions)
Transco:
Dominion Energy, Inc (1) $ 216 $ 217 $ 287
NWP:
Puget Sound Energy, Inc. $ 139 $ 136 $ 126
Northwest Natural Gas Company 49 47 47
Cascade Natural Gas Corporation 48 46 47
_______________
(1) The 2025 and 2024 amounts are less than 10 percent of Transco’s revenue .
Note 17 – Commodity Derivatives
Williams is exposed to commodity price risk and utilizes derivatives to manage a portion of that risk. Williams reports the fair value of commodity derivatives in Derivative assets ; Regulatory assets, deferred charges, and other ; Derivative liabilities ; or Regulatory liabilities, deferred income, and other . 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.
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. 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.
Volumes
At December 31, 2025, the notional volume of the net long (short) positions for Williams’ commodity derivative contracts were as follows:
Commodity Unit of Measure Net Long (Short) Position
Index Risk Natural Gas MMBtu 1,110,264,783
Central Hub Risk - Henry Hub Natural Gas MMBtu ( 10,941,340 )
Basis Risk Natural Gas MMBtu 502,600,784
Central Hub Risk - Mont Belvieu Natural Gas Liquids Barrels ( 456,000 )
Basis Risk Natural Gas Liquids Barrels 50,000
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Financial Statement Presentation
The fair value of commodity derivatives, which are not designated as hedging instruments for accounting purposes, is reflected as follows:
December 31,
2025 December 31,
2024
Commodity Derivatives Categories
Assets (Liabilities) Assets (Liabilities)
(Millions)
Current $ 494 $ ( 535 ) $ 508 $ ( 635 )
Noncurrent 228 ( 380 ) 218 ( 435 )
Total commodity derivatives
722 ( 915 ) 726 ( 1,070 )
Counterparty and collateral netting offset ( 386 ) 575 ( 382 ) 670
Amounts recognized in Williams’ Consolidated Balance Sheet $ 336 $ ( 340 ) $ 344 $ ( 400 )
The pre-tax impacts of Williams’ commodity derivatives, which are not designated as hedging instruments for accounting purposes, are reflected as follows:
Year Ended December 31,
2025 2024 2023
(Millions)
Net gain (loss) from commodity derivatives within Total revenues :
Realized
$ ( 28 ) $ 111 $ 253
Unrealized
148 ( 361 ) 703
$ 120 $ ( 250 ) $ 956
Net gain (loss) from commodity derivatives within Net processing commodity expenses :
Realized
$ ( 3 ) $ ( 8 ) $ ( 4 )
Unrealized
2 ( 6 ) ( 43 )
$ ( 1 ) $ ( 14 ) $ ( 47 )
Total net gain (loss) from commodity derivatives
$ 119 $ ( 264 ) $ 909
Contingent Features
Generally, collateral may be provided in the form of a parent guaranty, letter of credit, or cash. If collateral is required, fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral are offset against fair value amounts recognized for derivatives executed with the same counterparty.
Williams has specific trade and credit contracts that contain minimum credit rating requirements. These credit rating requirements typically give counterparties the right to suspend or terminate credit if Williams’ credit ratings are downgraded to non-investment grade status. Under such circumstances, Williams would need to post collateral to continue transacting business with these counterparties. At December 31, 2025, the contractually required collateral in the event of a credit rating downgrade to non-investment grade status was $ 30 million.
Williams maintains accounts with brokers or the clearing houses of certain exchanges to facilitate financial derivative transactions. Based on the value of the positions in these accounts and the associated margin requirements, Williams may be required to deposit cash into these accounts. At December 31, 2025 and 2024, net cash collateral held on deposit in broker margin accounts was $ 189 million and $ 288 million, respectively.
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Note 18 – Contingencies and Commitments
Royalty Matters
Certain customers, including Expand Energy Corporation (formerly Chesapeake Energy Corporation or Chesapeake), have been named in various lawsuits alleging underpayment of royalties and claiming, among other things, violations of anti-trust laws and the Racketeer Influenced and Corrupt Organizations Act. Williams has also been named as a defendant in certain of these cases filed in Pennsylvania based on allegations that Williams improperly participated with Chesapeake in causing the alleged royalty underpayments. Williams believes that the claims asserted are subject to indemnity obligations owed to Williams by Chesapeake, which obligations survived Chesapeake’s bankruptcy proceedings. Prior to its bankruptcy, Chesapeake reached a settlement to resolve substantially all Pennsylvania royalty cases pending. During the pendency of the bankruptcy, that settlement was renegotiated. The settlement 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. Two objectors filed an appeal with the United States Court of Appeals for the Fifth Circuit. On June 8, 2023, the Court of Appeals vacated the settlement approval and remanded to the United States District Court for the Southern District of Texas with instructions to dismiss the settlement proceedings for lack of jurisdiction. On August 31, 2023, the bankruptcy court entered an order finding the settlement agreements to be null and void. Certain plaintiffs filed a notice of dismissal of their claims against Chesapeake that arose prior to February 8, 2021, in the United States District Court for the Middle District of Pennsylvania lawsuits. The notice stated that plaintiffs are not releasing their claims against the other defendants, including Williams, or claims against Chesapeake that arose after February 9, 2021. 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.
Rate Matters
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. 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. The order also accepted rate decreases for certain services to be effective as of October 1, 2024. 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. Transco filed with the FERC in October 2025 for approval of the settlement. On December 30, 2025, the FERC approved the settlement which will become effective March 1, 2026.
Construction Litigation
In February 2025, Transco received an adverse judgment related to litigation in the United States Bankruptcy Court for the District of Delaware involving a contractor that performed construction services for Transco’s Atlantic Sunrise project, which was completed in 2018. The total award to a contractor, estimated at $ 110 million, included amounts for unpaid invoices, interest, and attorney fees. During the fourth quarter of 2025, Transco reached an agreement in principle with the contractor to settle all aspects of the case. Transco has accrued a related liability, capitalizing the amount of the settlement in principle. Transco expects to recover approximately 29 percent of the settlement amount paid from the co-owner of the project.
Environmental Matters
The U.S. 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. 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. Regulatory
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changes are continuously monitored including how they may impact operations. 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; 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
Williams is a participant in certain environmental activities in various stages including assessment studies, cleanup operations, and/or remedial processes at certain sites, some of which Williams currently does not own. Williams is monitoring these sites in a coordinated effort with other potentially responsible parties, the EPA, or other governmental authorities. Williams is jointly and severally liable along with unrelated third parties in some of these activities and solely responsible in others. Certain of Williams’ 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. 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. At December 31, 2025, certain assessment studies were still in process for which the ultimate outcome may yield different estimates of most likely costs. Therefore, the actual costs incurred will depend on the final amount, type, and extent of contamination discovered at these sites, the final cleanup standards mandated by the EPA or other governmental authorities, and other factors.
Continuing operations
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. 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. 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. At December 31, 2025, Williams has accrued liabilities totaling $ 9 million for these costs.
Former operations
Williams has potential obligations in connection with assets and businesses it no longer operates. These potential obligations include remediation activities at the direction of federal and state environmental authorities and the indemnification of the purchasers of certain of these assets and businesses for environmental and other liabilities existing at the time the sale was consummated. At December 31, 2025, Williams has accrued environmental liabilities of $ 22 million related to these matters.
Transco
Transco has had studies underway for many years to test some of its facilities for the presence of toxic and hazardous substances such as PCBs and mercury to determine to what extent, if any, remediation may be necessary. Transco has also similarly evaluated past on-site disposal of hydrocarbons at a number of its facilities. Transco has worked closely with and responded to data requests from the EPA and state agencies regarding such potential contamination of certain of 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. 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.
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Notes (Continued)
Transco has been identified as a PRP at various Superfund and state waste disposal sites. 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. Liability under the Comprehensive Environmental Response, Compensation and Liability Act and applicable state law can be joint and several with other PRPs. Although volumetric allocation is a factor in assessing liability, it is not necessarily determinative; thus, the ultimate liability could be substantially greater than the amounts described above.
Transco considers prudently incurred environmental assessment and remediation costs and the costs associated with compliance with environmental standards to be recoverable through rates. Historically, with limited exceptions, it has been permitted recovery of environmental costs, and it is Transco’s intent to continue seeking recovery of such costs through future rate filings.
NWP
Beginning in the mid-1980s, NWP evaluated many of its facilities for the presence of toxic and hazardous substances to determine to what extent, if any, remediation might be necessary. NWP identified PCB contamination in air compressor systems, soils, and related properties at certain compressor station sites. Similarly, it identified hydrocarbon impacts at these facilities due to the former use of earthen pits, lubricating oil leaks or spills, and excess pipe coating released to the environment. In addition, heavy metals have been identified at these sites due to the former use of mercury containing meters and paint and welding rods containing lead, cadmium, and arsenic. The PCBs were remediated pursuant to a Consent Decree with the EPA in the late 1980s, and NWP conducted a voluntary clean-up of the hydrocarbon and mercury impacts in the early 1990s. In 2005, the Washington Department of Ecology required NWP to re-evaluate previous clean-ups in Washington. During 2006 to 2015, 129 meter stations were evaluated, of which 82 required remediation. As of December 31, 2025, two meter stations are still being remediated. During 2006 to 2018, 14 compressor stations were evaluated, of which 11 required remediation. As of December 31, 2025, four compressor stations are still being remediated. NWP had accrued liabilities totaling approximately $ 1 million at December 31, 2025 for the ongoing remediation. NWP is conducting environmental assessments and implementing a variety of remedial measures that may result in increases or decreases in the total estimated costs.
Environmental expenditures are expensed or capitalized depending on their future economic benefit and potential for rate recovery. NWP believes that, with respect to any expenditures required to meet applicable standards and regulations, the FERC would grant the requisite rate relief so that substantially all of such expenditures would be permitted to be recovered through rates.
Washington State Climate Commitment Act
In 2021, the state of Washington passed its Climate Commitment Act establishing a market-based cap-and-invest program to reduce carbon emissions. This program took effect on January 1, 2023, and sets a limit, or cap, on overall carbon emissions in the state and requires businesses like NWP to obtain allowances equal to 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. These allowances can be purchased through quarterly auctions hosted by the state or bought and sold on a secondary market. In 2023, NWP began purchasing allowances for the carbon emissions from nine of its thirteen compressor stations within the state whose annual carbon emissions have exceeded 25,000 metric tons of carbon dioxide equivalent at least once since 2015. 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. NWP’s latest rate case settlement allows it to recover the costs of purchasing allowances under the program in its next rate case.
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
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Notes (Continued)
between the allowances held and the allowances required, and the interest income component of the regulatory asset. At December 31, 2025 and December 31, 2024, $ 6 million and $ 3 million, respectively, were recorded in Other current liabilities as the estimated difference. 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
Pursuant to various purchase and sale agreements relating to divested businesses and assets, Williams has indemnified certain purchasers against liabilities that they may incur with respect to the businesses and assets acquired. The indemnities provided to the purchasers are customary in sale transactions and are contingent upon the purchasers incurring liabilities that are not otherwise recoverable from third parties.
At December 31, 2025, other than as previously disclosed, Williams is not aware of any material claims against it involving the above-described indemnities. Any claim for indemnity brought against Williams in the future may have a material adverse effect on Williams’ results of operations in the period in which the claim is made.
In addition to the foregoing, various other proceedings are pending against Williams that are incidental to its operations, none of which are expected to be material to Williams’ expected future annual results of operations, liquidity, and financial position.
Summary
Williams, Transco, and NWP have disclosed estimated ranges of reasonably possible losses for certain matters above, as well as all significant matters for which they are unable to reasonably estimate a range of possible loss. Williams, Transco, and NWP estimate that for all other matters for which they are able to reasonably estimate a range of loss, the aggregate reasonably possible losses beyond amounts accrued are immaterial to expected future annual results of operations, liquidity, and financial position. These calculations have been made without consideration of any potential recovery from third parties.
Commitments
Commitments for 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. 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.
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. 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.
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. It is expected that the purchased LNG can be sold at market-based prices.
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Notes (Continued)
Note 19 – Segment Disclosures
Williams
Williams’ reportable segments are Transmission, Power & Gulf; Northeast G&P; West; and Gas & NGL Marketing Services. All remaining business activities are included in Other. (See Note 1 – Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies.)
Performance Measurement
Williams’ CODM is the Chief Executive Officer. 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 .
Williams defines Modified EBITDA of reportable segments as follows:
• Income (loss) before income taxes excluding:
◦ Contributions from upstream operations, corporate, and other business activities;
◦ Depreciation, depletion, and amortization expenses;
◦ Equity earnings (losses);
◦ Other investing income (loss) – net;
◦ Interest expense; and
◦ Accretion expense associated with AROs for nonregulated operations.
• This measure is further adjusted to include Williams’ proportionate share (based on ownership interest) of Modified EBITDA from its equity-method investments, including its indirect share from interests owned by equity-method investees, calculated consistently with the definition described above.
Significant noncash items which are components of Modified EBITDA may include net unrealized gain (loss) from commodity derivatives within Total revenues, net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses for Williams’ Gas & NGL Marketing Services segment, charges associated with lower of cost or net realizable value adjustments to the Gas & NGL Marketing Services segment inventory within Product sales (for natural gas marketing inventory as these sales are presented net of the related costs) and Product costs (for NGL marketing inventory), and impairments or write-offs of certain assets within Other (income) expense – net within Operating income (loss) .
Intersegment Service revenues primarily represent transportation services provided to Williams’ marketing business and gathering services provided to its 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.
Segment assets include Investments , Property, plant, and equipment – net, and Intangible assets – net .
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Notes (Continued)
The following tables present revenues, Modified EBITDA , significant expenses, and certain segment assets measures:
Transmission, Power & Gulf Northeast G&P West Gas & NGL Marketing Services (1)
Total
(Millions)
2025
Segment revenues:
Service revenues
External $ 4,731 $ 1,980 $ 1,621 $ — $ 8,332
Internal 95 15 230 — 340
Total service revenues 4,826 1,995 1,851 — 8,672
Total service revenues – commodity consideration 104 2 86 — 192
Product sales
External 156 49 142 2,776 3,123
Internal 356 122 764 ( 670 ) 572
Total product sales 512 171 906 2,106 3,695
Net gain (loss) from commodity derivatives
Realized 1 — 4 ( 69 ) ( 64 )
Unrealized — — — 138 138
Total net gain (loss) from commodity derivatives (2) 1 — 4 69 74
Total revenues of reportable segments $ 5,443 $ 2,168 $ 2,847 $ 2,175 $ 12,633
Reconciliation of revenues:
Revenues from upstream operations, corporate, and other business activities 632
Net unrealized gain (loss) from commodity derivatives for upstream operations 10
Eliminations ( 1,325 )
Total consolidated revenues $ 11,950
Segment costs and expenses and Proportional Modified EBITDA of equity-method investments:
Product costs and net realized processing commodity expenses ( 549 ) ( 149 ) ( 876 ) ( 1,811 )
Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses — — — 2
Operating and administrative expenses (3) ( 1,142 ) ( 449 ) ( 605 ) ( 93 )
Recoverable power, transportation, and storage costs (4) ( 247 ) ( 172 ) ( 62 ) —
Other segment income (expenses) - net (5) 68 ( 10 ) 4 2
Impairment or write-off of certain assets (6) — — ( 212 ) —
Proportional Modified EBITDA of equity-method investments 147 640 142 36
Total Modified EBITDA of reportable segments
$ 3,720 $ 2,028 $ 1,238 $ 311 $ 7,297
Reconciliation of Modified EBITDA:
Contributions from upstream operations, corporate, and other business activities
376
Depreciation, depletion, and amortization expenses ( 2,347 )
Equity earnings (losses) 760
Other investing income (loss) - net 42
Interest expense ( 1,442 )
Accretion expense associated with AROs for nonregulated operations
( 96 )
Proportional Modified EBITDA of equity-method investments ( 965 )
Income (loss) before income taxes $ 3,625
Equity-method investments by reportable segment $ 512 $ 3,236 $ 460 $ 292 $ 4,500
Other equity-method investments 18
Total equity-method investments $ 4,518
Segment assets $ 26,515 $ 12,533 $ 12,398 $ 317 $ 51,763
Total current assets 3,244
Regulatory assets, deferred charges, and other
2,011
Assets of upstream operations, corporate, and other business activities 1,555
Total assets $ 58,573
Additions to long-lived segment assets $ 3,845 $ 209 $ 1,067 $ 1 $ 5,122
Additions to long-lived assets of upstream operations, corporate, and other business activities 302
Total additions to long-lived assets $ 5,424
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Notes (Continued)
Transmission, Power & Gulf Northeast G&P West Gas & NGL Marketing Services (1)
Total
(Millions)
2024
Segment revenues:
Service revenues
External $ 4,157 $ 1,900 $ 1,558 $ — $ 7,615
Internal 89 13 160 — 262
Total service revenues 4,246 1,913 1,718 — 7,877
Total service revenues – commodity consideration 54 2 78 — 134
Product sales
External 144 24 178 2,500 2,846
Internal 184 86 691 ( 448 ) 513
Total product sales 328 110 869 2,052 3,359
Net gain (loss) from commodity derivatives
Realized — — 4 72 76
Unrealized — — — ( 335 ) ( 335 )
Total net gain (loss) from commodity derivatives (2) — — 4 ( 263 ) ( 259 )
Total revenues of reportable segments
$ 4,628 $ 2,025 $ 2,669 $ 1,789 $ 11,111
Reconciliation of revenues:
Revenues from upstream operations, corporate, and other business activities 470
Net unrealized gain (loss) from commodity derivatives for upstream operations ( 26 )
Eliminations ( 1,052 )
Total consolidated revenues $ 10,503
Segment costs and expenses and Proportional Modified EBITDA of equity-method investments:
Product costs and net realized processing commodity expenses ( 329 ) ( 88 ) ( 844 ) ( 1,799 )
Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses — — — ( 6 )
Operating and administrative expenses (3)
( 1,104 ) ( 441 ) ( 591 ) ( 108 )
Recoverable power, transportation, and storage costs (4)
( 250 ) ( 143 ) ( 49 ) —
Other segment income (expenses) - net (5)
155 3 ( 5 ) —
Proportional Modified EBITDA of equity-method investments 173 602 132 —
Total Modified EBITDA of reportable segments
$ 3,273 $ 1,958 $ 1,312 $ ( 124 ) $ 6,419
Reconciliation of Modified EBITDA:
Contributions from upstream operations, corporate, and other business activities
237
Depreciation, depletion, and amortization expenses
( 2,219 )
Equity earnings (losses) 560
Other investing income (loss) - net 343
Interest expense ( 1,364 )
Accretion expense associated with AROs for nonregulated operations
( 81 )
Proportional Modified EBITDA of equity-method investments ( 909 )
Income (loss) before income taxes $ 2,986
Equity-method investments by reportable segment $ 272 $ 3,346 $ 476 $ — $ 4,094
Other equity-method investments
13
Total equity-method investments $ 4,107
Segment assets $ 23,149 $ 12,918 $ 12,144 $ 46 $ 48,257
Total current assets 2,661
Regulatory assets, deferred charges, and other
1,830
Assets of upstream operations, corporate, and other business activities 1,784
Total assets $ 54,532
Additions to long-lived segment assets
$ 4,399 $ 210 $ 529 $ 2 $ 5,140
Additions to long-lived assets of upstream operations, corporate, and other business activities
458
Total additions to long-lived assets
$ 5,598
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Notes (Continued)
Transmission, Power & Gulf Northeast G&P West Gas & NGL Marketing Services (1)
Total
(Millions)
2023
Segment revenues:
Service revenues
External $ 3,766 $ 1,868 $ 1,376 $ 1 $ 7,011
Internal 92 28 126 — 246
Total service revenues 3,858 1,896 1,502 1 7,257
Total service revenues – commodity consideration 38 5 103 — 146
Product sales
External 146 34 80 2,382 2,642
Internal 106 98 361 ( 322 ) 243
Total product sales 252 132 441 2,060 2,885
Net gain (loss) from commodity derivatives
Realized 2 — 89 115 206
Unrealized — — — 702 702
Total net gain (loss) from commodity derivatives (2) 2 — 89 817 908
Total revenues of reportable segments $ 4,150 $ 2,033 $ 2,135 $ 2,878 $ 11,196
Reconciliation of revenues:
Revenues from upstream operations, corporate, and other business activities 505
Net unrealized gain (loss) from commodity derivatives for upstream operations
1
Eliminations ( 795 )
Total consolidated revenues $ 10,907
Segment costs and expenses and Proportional Modified EBITDA of equity-method investments:
Product costs and net realized processing commodity expenses ( 259 ) ( 125 ) ( 517 ) ( 1,786 )
Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses — — — ( 43 )
Operating and administrative expenses (3)
( 1,034 ) ( 424 ) ( 502 ) ( 98 )
Recoverable power, transportation, and storage costs (4)
( 241 ) ( 132 ) ( 37 ) —
Other segment income (expenses) - net (5) 118 ( 10 ) 7 ( 1 )
Impairment or write-off of certain assets — — ( 10 ) —
Gain on sale of business (7) 129 — — —
Proportional Modified EBITDA of equity-method investments 205 574 162 —
Total Modified EBITDA of reportable segments
$ 3,068 $ 1,916 $ 1,238 $ 950 $ 7,172
Reconciliation of Modified EBITDA:
Contributions from upstream operations, corporate, and other business activities
307
Unallocated Net gain from Energy Transfer litigation judgment (8) 534
Depreciation, depletion, and amortization expenses
( 2,071 )
Equity earnings (losses) 589
Other investing income (loss) - net 108
Interest expense ( 1,236 )
Accretion expense associated with AROs for nonregulated operations
( 59 )
Proportional Modified EBITDA of equity-method investments ( 939 )
Income (loss) before income taxes
$ 4,405
Equity-method investments by reportable segment $ 652 $ 3,477 $ 477 $ — $ 4,606
Other equity-method investments
8
Total equity-method investments $ 4,614
Segment assets $ 19,705 $ 13,319 $ 12,188 $ 77 $ 45,289
Total current assets 4,513
Regulatory assets, deferred charges, and other
1,573
Assets of upstream operations, corporate, and other business activities 1,252
Total assets $ 52,627
Additions to long-lived segment assets
$ 2,501 $ 340 $ 1,186 $ 7 $ 4,034
Additions to long-lived assets of upstream operations, corporate, and other business activities
279
Total additions to long-lived assets
$ 4,313
_______________________
(1) As Williams is acting as agent for natural gas marketing customers or engages in energy trading activities, the resulting revenues are presented net of the related costs of those activities.
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Table of Contents
Notes (Continued)
(2) Williams records transactions that qualify as commodity derivatives at fair value with changes in fair value recognized in earnings in the period of change and characterized as unrealized gains or losses. Gains and losses from commodity derivatives held for energy trading purposes are presented on a net basis in revenue.
(3) Segment operating and administrative expenses primarily include payroll, maintenance and operating costs and taxes, and general and administrative expenses, including acquisition and transition-related expenses. It also includes project execution, information technology, finance and accounting, real estate and aviation, central engineering services, safety and operational discipline, supply chain and digital transformation, corporate strategic development, human resources, legal and government affairs, and executive and audit support services costs which are centrally managed and allocated to segments.
(4) Recoverable power, transportation and storage costs are charges incurred which are reimbursable pursuant to FERC stipulations or customer contracts.
(5) Other segment income (expenses) primarily includes equity AFUDC and regulatory credits and charges related to Williams’ regulated operations.
(6) 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).
(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).
(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
Transco manages and evaluates its business as a single reportable segment. Transco’s CODM is the Senior Vice President, Transmission, Power & Gulf. 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.
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. Other segment items within net income include natural gas product costs; depreciation and amortization expenses; taxes, other than income taxes; interest expense; interest income; other income (expense) – net; and AFUDC.
Transco’s segment assets include Property, plant, and equipment – net as presented on the Balance Sheet.
NWP
NWP manages and evaluates its business as a single reportable segment. NWP’s CODM is the Senior Vice President, Transmission, Power & Gulf. 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.
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. Other segment items within net income include depreciation and amortization expenses; taxes, other than income taxes; interest expense; other income (expense) – net; and AFUDC.
NWP’s segment assets include Property, plant, and equipment – net as presented on the Balance Sheet.
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Notes (Continued)
Note 20 – Subsequent 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.
190
The Williams Companies, Inc.
Schedule II — Valuation and Qualifying Accounts
Additions
Beginning
Balance Charged
(Credited)
To Costs and
Expenses Other Deductions Ending
Balance
(Millions)
2025
Deferred tax asset valuation allowance (1)
$ 91 $ ( 8 ) $ — $ — $ 83
2024
Deferred tax asset valuation allowance (1)
183 ( 92 ) — — 91
2023
Deferred tax asset valuation allowance (1)
200 ( 17 ) — — 183
__________
(1) Deducted from related assets.
191
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.