[10-Q] Williams Companies Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Transaction close: On August 3, 2025 E2open Parent Holdings, Inc. (鈥淓2open鈥�) and E2open Holdings, LLC completed their previously announced merger with WiseTech Global Ltd. All outstanding Class A, B-1 and vested B-2 common shares and eligible Holdings units were cancelled for $3.30 cash; non-economic Class V shares and WiseTech-owned units were extinguished without consideration. E2open now operates as a wholly owned WiseTech subsidiary.
Key closing effects:
- NYSE trading halted before the August 4 open; Form 25 to delist and Form 15 to end SEC registration will follow.
- 2021 Credit Agreement fully repaid and terminated, eliminating outstanding loans and commitments.
- Public warrants now exercisable for the $3.30 cash price; warrant price temporarily cut to $3.2947 until September 3 2025, after which unexercised warrants will be cancelled.
- Board replaced by WiseTech appointees; CEO Andrew Appel and CFO Marje Armstrong step down but remain for transition and share in an $8.975 m transaction-bonus pool.
- Certificate of incorporation and bylaws amended; change-in-control completed.
Chiusura della transazione: Il 3 agosto 2025, E2open Parent Holdings, Inc. (鈥淓2open鈥�) e E2open Holdings, LLC hanno completato la loro fusione precedentemente annunciata con WiseTech Global Ltd. Tutte le azioni ordinarie di Classe A, B-1 e B-2 maturate e le unit脿 Holdings idonee sono state cancellate per 3,30 $ in contanti; le azioni non economiche di Classe V e le unit脿 di propriet脿 WiseTech sono state estinte senza alcun compenso. E2open ora opera come filiale interamente controllata di WiseTech.
Principali effetti della chiusura:
- La negoziazione sul NYSE 猫 stata sospesa prima dell'apertura del 4 agosto; seguiranno la presentazione del Modulo 25 per la cancellazione dalla quotazione e del Modulo 15 per la cessazione della registrazione presso la SEC.
- Il Contratto di Credito del 2021 猫 stato completamente rimborsato e terminato, eliminando prestiti e impegni in sospeso.
- Le opzioni pubbliche sono ora esercitabili al prezzo in contanti di 3,30 $; il prezzo delle opzioni 猫 temporaneamente ridotto a 3,2947 $ fino al 3 settembre 2025, dopodich茅 le opzioni non esercitate saranno cancellate.
- Il consiglio di amministrazione 猫 stato sostituito da nominativi di WiseTech; il CEO Andrew Appel e il CFO Marje Armstrong si sono dimessi ma rimangono per la transizione e partecipano a un fondo bonus di transazione di 8,975 milioni di $.
- Lo statuto e il regolamento interno sono stati modificati; il cambio di controllo 猫 stato completato.
Cierre de la transacci贸n: El 3 de agosto de 2025, E2open Parent Holdings, Inc. (鈥淓2open鈥�) y E2open Holdings, LLC completaron su fusi贸n previamente anunciada con WiseTech Global Ltd. Todas las acciones comunes Clase A, B-1 y B-2 adquiridas, as铆 como las unidades de Holdings elegibles, fueron canceladas por 3,30 $ en efectivo; las acciones Clase V no econ贸micas y las unidades propiedad de WiseTech fueron extinguidas sin compensaci贸n. E2open ahora opera como una subsidiaria de propiedad total de WiseTech.
Efectos clave del cierre:
- La negociaci贸n en NYSE se detuvo antes de la apertura del 4 de agosto; se presentar谩n el Formulario 25 para la exclusi贸n y el Formulario 15 para finalizar el registro ante la SEC.
- El Acuerdo de Cr茅dito de 2021 fue completamente pagado y terminado, eliminando pr茅stamos y compromisos pendientes.
- Los warrants p煤blicos ahora son ejercibles al precio en efectivo de 3,30 $; el precio del warrant se redujo temporalmente a 3,2947 $ hasta el 3 de septiembre de 2025, despu茅s de lo cual los warrants no ejercidos ser谩n cancelados.
- La junta directiva fue reemplazada por designados de WiseTech; el CEO Andrew Appel y la CFO Marje Armstrong renunciaron pero permanecen para la transici贸n y participan en un fondo de bonificaci贸n por transacci贸n de 8,975 millones de $.
- Se modificaron el certificado de incorporaci贸n y los estatutos; se complet贸 el cambio de control.
瓯半灅 膦呺: 2025雲� 8鞗� 3鞚�, E2open Parent Holdings, Inc.(鈥淓2open鈥�)鞕� E2open Holdings, LLC電� 鞚挫爠鞐� 氚滍憸頃� WiseTech Global Ltd.鞕�鞚� 頃╇硲鞚� 鞕勲頄堨姷雼堧嫟. 氇摖 氚滍枆霅� A, B-1 氚� 旆摑霅� B-2 氤错喌欤检檧 頃措嫻 Holdings 雼渼電� 順勱笀 3.30雼煬搿� 旆唽霅橃棃鞙茧┌, 瓴届牅鞝� 臧�旃橁皜 鞐嗠姅 V 韥措灅鞀� 欤检嫕瓿� WiseTech 靻岇湢 雼渼電� 氤挫儊 鞐嗢澊 靻岆└霅橃棃鞀惦媹雼�. E2open鞚� 順勳灛 WiseTech鞚� 鞕勳爠 鞛愴殞靷 鞖挫榿霅橁碃 鞛堨姷雼堧嫟.
欤检殧 膦呺 須臣:
- NYSE 瓯半灅電� 8鞗� 4鞚� 臧滌灔 鞝� 欷戨嫧霅橃棃鞙茧┌, 靸侅灔 韽愳毳� 鞙勴暅 Form 25鞕� SEC 霌彪 膦呺毳� 鞙勴暅 Form 15臧� 鞝滌稖霅� 鞓堨爼鞛呺媹雼�.
- 2021雲� 鞁犾毄 瓿勳暯鞚� 鞕勳爠頌� 靸來櫂 氚� 膦呺霅橃柎 氙胳旮� 雽�於滉臣 鞎届爼鞚� 鞝滉卑霅橃棃鞀惦媹雼�.
- 瓿店皽 鞗岆煱韸鸽姅 鞚挫牅 3.30雼煬 順勱笀 臧�瓴╈溂搿� 頄夓偓 臧�電ロ晿氅�, 頄夓偓 臧�瓴╈潃 2025雲� 9鞗� 3鞚缄箤歆� 鞚检嫓鞝侅溂搿� 3.2947雼煬搿� 鞚疙晿霅橂┌, 攴� 鞚错泟 氙疙枆靷� 鞗岆煱韸鸽姅 旆唽霅╇媹雼�.
- 鞚挫偓須岆姅 WiseTech 鞛勲獏鞛愲 甑愳泊霅橃棃鞙茧┌, CEO Andrew Appel瓿� CFO Marje Armstrong鞚� 靷瀯頄堨溂雮� 鞝勴櫂 旮瓣皠 霃欖晥 鞛旊頃橂┌ 897毵� 5觳� 雼煬 瓯半灅 氤措剤鞀� 頀�鞐� 彀胳棳頃╇媹雼�.
- 鞝曣磤 氚� 雮搓窚臧� 靾橃爼霅橃棃鞙茧┌, 歆�氚瓣秾 氤�瓴届澊 鞕勲霅橃棃鞀惦媹雼�.
Cl么ture de la transaction : Le 3 ao没t 2025, E2open Parent Holdings, Inc. (芦 E2open 禄) et E2open Holdings, LLC ont finalis茅 leur fusion pr茅c茅demment annonc茅e avec WiseTech Global Ltd. Toutes les actions ordinaires de classes A, B-1 et B-2 acquises ainsi que les unit茅s Holdings 茅ligibles ont 茅t茅 annul茅es contre 3,30 $ en esp猫ces ; les actions non 茅conomiques de classe V et les unit茅s d茅tenues par WiseTech ont 茅t茅 annul茅es sans contrepartie. E2open op猫re d茅sormais en tant que filiale en propri茅t茅 exclusive de WiseTech.
Principaux effets de la cl么ture :
- La cotation sur le NYSE a 茅t茅 suspendue avant l鈥檕uverture du 4 ao没t ; le formulaire 25 pour la radiation et le formulaire 15 pour la fin de l鈥檈nregistrement aupr猫s de la SEC suivront.
- Le contrat de cr茅dit de 2021 a 茅t茅 int茅gralement rembours茅 et r茅sili茅, 茅liminant les pr锚ts et engagements en cours.
- Les bons de souscription publics sont d茅sormais exer莽ables au prix en esp猫ces de 3,30 $ ; le prix du bon est temporairement r茅duit 脿 3,2947 $ jusqu鈥檃u 3 septembre 2025, apr猫s quoi les bons non exerc茅s seront annul茅s.
- Le conseil d鈥檃dministration a 茅t茅 remplac茅 par des repr茅sentants d茅sign茅s par WiseTech ; le PDG Andrew Appel et la directrice financi猫re Marje Armstrong d茅missionnent mais restent pour la transition et participent 脿 un fonds de bonus de transaction de 8,975 millions de $.
- Les statuts et r猫glements ont 茅t茅 modifi茅s ; le changement de contr么le est effectif.
Abschluss der Transaktion: Am 3. August 2025 haben E2open Parent Holdings, Inc. (鈥濫2open鈥�) und E2open Holdings, LLC ihre zuvor angek眉ndigte Fusion mit WiseTech Global Ltd. abgeschlossen. Alle ausstehenden Stammaktien der Klassen A, B-1 und erworbenen B-2 sowie berechtigte Holdings-Einheiten wurden f眉r 3,30 $ in bar eingezogen; nicht wirtschaftliche Aktien der Klasse V und WiseTech-eigene Einheiten wurden ohne Gegenleistung gel枚scht. E2open operiert nun als hundertprozentige Tochtergesellschaft von WiseTech.
Wesentliche Auswirkungen des Abschlusses:
- Der Handel an der NYSE wurde vor der Er枚ffnung am 4. August ausgesetzt; ein Formular 25 zur Delistung und ein Formular 15 zur Beendigung der SEC-Registrierung werden folgen.
- Der Kreditvertrag von 2021 wurde vollst盲ndig zur眉ckgezahlt und beendet, wodurch ausstehende Darlehen und Verpflichtungen aufgehoben wurden.
- 脰ffentliche Warrants sind nun zum Barpreis von 3,30 $ aus眉bbar; der Aus眉bungspreis wurde vor眉bergehend bis zum 3. September 2025 auf 3,2947 $ gesenkt, danach werden nicht ausge眉bte Warrants storniert.
- Der Vorstand wurde durch von WiseTech ernannte Mitglieder ersetzt; CEO Andrew Appel und CFO Marje Armstrong treten zur眉ck, bleiben jedoch f眉r die 脺bergangszeit und erhalten einen Anteil an einem 8,975 Mio. $ Transaktionsbonus-Pool.
- Die Satzung und Gesch盲ftsordnung wurden ge盲ndert; die Kontrolle wurde 眉bertragen.
Positive
- $3.30 cash exit provides immediate liquidity and certainty of value for all public shareholders.
- Full repayment and termination of the 2021 Credit Agreement removes leverage and associated covenants.
- Temporary warrant price reduction to $3.2947 offers near-term value creation for warrant holders.
Negative
- NYSE delisting ends public market liquidity and ongoing disclosure obligations.
- Unexercised warrants cancelled after September 3 2025, eliminating any residual optionality.
- CEO and CFO departures create leadership transition risk during integration.
Insights
TL;DR: $3.30-a-share cash buyout closes, E2open delists, debt repaid; integration risk now shifts to private owner.
The merger鈥檚 completion converts all public equity into cash, crystallising value at $3.30 and removing market volatility. Termination of the 2021 Credit Agreement cleans the balance sheet, while WiseTech assumes full operational control. Shareholders face no further upside but gain certainty; warrant holders have a 30-day window to monetise the discounted strike. Governance resets with an entirely new board, and key executives exit under negotiated packages. Overall impact is neutral to slightly positive for investors given liquidity, but future performance now depends solely on WiseTech鈥檚 private stewardship.
TL;DR: Cash-out event ends ETWO exposure; holders receive $3.30, warrants expire soon, public float disappears.
The deal is materially impactful: it realises value, stops trading and ends ongoing disclosure. For portfolio managers, proceeds can be redeployed immediately, yet any upside from operational improvements transfers to WiseTech. The brief warrant arbitrage may offer incremental return. Delisting and Form 15 terminate liquidity and coverage, so position management is straightforward鈥攃ollect cash, decide on warrant exercise and exit.
Chiusura della transazione: Il 3 agosto 2025, E2open Parent Holdings, Inc. (鈥淓2open鈥�) e E2open Holdings, LLC hanno completato la loro fusione precedentemente annunciata con WiseTech Global Ltd. Tutte le azioni ordinarie di Classe A, B-1 e B-2 maturate e le unit脿 Holdings idonee sono state cancellate per 3,30 $ in contanti; le azioni non economiche di Classe V e le unit脿 di propriet脿 WiseTech sono state estinte senza alcun compenso. E2open ora opera come filiale interamente controllata di WiseTech.
Principali effetti della chiusura:
- La negoziazione sul NYSE 猫 stata sospesa prima dell'apertura del 4 agosto; seguiranno la presentazione del Modulo 25 per la cancellazione dalla quotazione e del Modulo 15 per la cessazione della registrazione presso la SEC.
- Il Contratto di Credito del 2021 猫 stato completamente rimborsato e terminato, eliminando prestiti e impegni in sospeso.
- Le opzioni pubbliche sono ora esercitabili al prezzo in contanti di 3,30 $; il prezzo delle opzioni 猫 temporaneamente ridotto a 3,2947 $ fino al 3 settembre 2025, dopodich茅 le opzioni non esercitate saranno cancellate.
- Il consiglio di amministrazione 猫 stato sostituito da nominativi di WiseTech; il CEO Andrew Appel e il CFO Marje Armstrong si sono dimessi ma rimangono per la transizione e partecipano a un fondo bonus di transazione di 8,975 milioni di $.
- Lo statuto e il regolamento interno sono stati modificati; il cambio di controllo 猫 stato completato.
Cierre de la transacci贸n: El 3 de agosto de 2025, E2open Parent Holdings, Inc. (鈥淓2open鈥�) y E2open Holdings, LLC completaron su fusi贸n previamente anunciada con WiseTech Global Ltd. Todas las acciones comunes Clase A, B-1 y B-2 adquiridas, as铆 como las unidades de Holdings elegibles, fueron canceladas por 3,30 $ en efectivo; las acciones Clase V no econ贸micas y las unidades propiedad de WiseTech fueron extinguidas sin compensaci贸n. E2open ahora opera como una subsidiaria de propiedad total de WiseTech.
Efectos clave del cierre:
- La negociaci贸n en NYSE se detuvo antes de la apertura del 4 de agosto; se presentar谩n el Formulario 25 para la exclusi贸n y el Formulario 15 para finalizar el registro ante la SEC.
- El Acuerdo de Cr茅dito de 2021 fue completamente pagado y terminado, eliminando pr茅stamos y compromisos pendientes.
- Los warrants p煤blicos ahora son ejercibles al precio en efectivo de 3,30 $; el precio del warrant se redujo temporalmente a 3,2947 $ hasta el 3 de septiembre de 2025, despu茅s de lo cual los warrants no ejercidos ser谩n cancelados.
- La junta directiva fue reemplazada por designados de WiseTech; el CEO Andrew Appel y la CFO Marje Armstrong renunciaron pero permanecen para la transici贸n y participan en un fondo de bonificaci贸n por transacci贸n de 8,975 millones de $.
- Se modificaron el certificado de incorporaci贸n y los estatutos; se complet贸 el cambio de control.
瓯半灅 膦呺: 2025雲� 8鞗� 3鞚�, E2open Parent Holdings, Inc.(鈥淓2open鈥�)鞕� E2open Holdings, LLC電� 鞚挫爠鞐� 氚滍憸頃� WiseTech Global Ltd.鞕�鞚� 頃╇硲鞚� 鞕勲頄堨姷雼堧嫟. 氇摖 氚滍枆霅� A, B-1 氚� 旆摑霅� B-2 氤错喌欤检檧 頃措嫻 Holdings 雼渼電� 順勱笀 3.30雼煬搿� 旆唽霅橃棃鞙茧┌, 瓴届牅鞝� 臧�旃橁皜 鞐嗠姅 V 韥措灅鞀� 欤检嫕瓿� WiseTech 靻岇湢 雼渼電� 氤挫儊 鞐嗢澊 靻岆└霅橃棃鞀惦媹雼�. E2open鞚� 順勳灛 WiseTech鞚� 鞕勳爠 鞛愴殞靷 鞖挫榿霅橁碃 鞛堨姷雼堧嫟.
欤检殧 膦呺 須臣:
- NYSE 瓯半灅電� 8鞗� 4鞚� 臧滌灔 鞝� 欷戨嫧霅橃棃鞙茧┌, 靸侅灔 韽愳毳� 鞙勴暅 Form 25鞕� SEC 霌彪 膦呺毳� 鞙勴暅 Form 15臧� 鞝滌稖霅� 鞓堨爼鞛呺媹雼�.
- 2021雲� 鞁犾毄 瓿勳暯鞚� 鞕勳爠頌� 靸來櫂 氚� 膦呺霅橃柎 氙胳旮� 雽�於滉臣 鞎届爼鞚� 鞝滉卑霅橃棃鞀惦媹雼�.
- 瓿店皽 鞗岆煱韸鸽姅 鞚挫牅 3.30雼煬 順勱笀 臧�瓴╈溂搿� 頄夓偓 臧�電ロ晿氅�, 頄夓偓 臧�瓴╈潃 2025雲� 9鞗� 3鞚缄箤歆� 鞚检嫓鞝侅溂搿� 3.2947雼煬搿� 鞚疙晿霅橂┌, 攴� 鞚错泟 氙疙枆靷� 鞗岆煱韸鸽姅 旆唽霅╇媹雼�.
- 鞚挫偓須岆姅 WiseTech 鞛勲獏鞛愲 甑愳泊霅橃棃鞙茧┌, CEO Andrew Appel瓿� CFO Marje Armstrong鞚� 靷瀯頄堨溂雮� 鞝勴櫂 旮瓣皠 霃欖晥 鞛旊頃橂┌ 897毵� 5觳� 雼煬 瓯半灅 氤措剤鞀� 頀�鞐� 彀胳棳頃╇媹雼�.
- 鞝曣磤 氚� 雮搓窚臧� 靾橃爼霅橃棃鞙茧┌, 歆�氚瓣秾 氤�瓴届澊 鞕勲霅橃棃鞀惦媹雼�.
Cl么ture de la transaction : Le 3 ao没t 2025, E2open Parent Holdings, Inc. (芦 E2open 禄) et E2open Holdings, LLC ont finalis茅 leur fusion pr茅c茅demment annonc茅e avec WiseTech Global Ltd. Toutes les actions ordinaires de classes A, B-1 et B-2 acquises ainsi que les unit茅s Holdings 茅ligibles ont 茅t茅 annul茅es contre 3,30 $ en esp猫ces ; les actions non 茅conomiques de classe V et les unit茅s d茅tenues par WiseTech ont 茅t茅 annul茅es sans contrepartie. E2open op猫re d茅sormais en tant que filiale en propri茅t茅 exclusive de WiseTech.
Principaux effets de la cl么ture :
- La cotation sur le NYSE a 茅t茅 suspendue avant l鈥檕uverture du 4 ao没t ; le formulaire 25 pour la radiation et le formulaire 15 pour la fin de l鈥檈nregistrement aupr猫s de la SEC suivront.
- Le contrat de cr茅dit de 2021 a 茅t茅 int茅gralement rembours茅 et r茅sili茅, 茅liminant les pr锚ts et engagements en cours.
- Les bons de souscription publics sont d茅sormais exer莽ables au prix en esp猫ces de 3,30 $ ; le prix du bon est temporairement r茅duit 脿 3,2947 $ jusqu鈥檃u 3 septembre 2025, apr猫s quoi les bons non exerc茅s seront annul茅s.
- Le conseil d鈥檃dministration a 茅t茅 remplac茅 par des repr茅sentants d茅sign茅s par WiseTech ; le PDG Andrew Appel et la directrice financi猫re Marje Armstrong d茅missionnent mais restent pour la transition et participent 脿 un fonds de bonus de transaction de 8,975 millions de $.
- Les statuts et r猫glements ont 茅t茅 modifi茅s ; le changement de contr么le est effectif.
Abschluss der Transaktion: Am 3. August 2025 haben E2open Parent Holdings, Inc. (鈥濫2open鈥�) und E2open Holdings, LLC ihre zuvor angek眉ndigte Fusion mit WiseTech Global Ltd. abgeschlossen. Alle ausstehenden Stammaktien der Klassen A, B-1 und erworbenen B-2 sowie berechtigte Holdings-Einheiten wurden f眉r 3,30 $ in bar eingezogen; nicht wirtschaftliche Aktien der Klasse V und WiseTech-eigene Einheiten wurden ohne Gegenleistung gel枚scht. E2open operiert nun als hundertprozentige Tochtergesellschaft von WiseTech.
Wesentliche Auswirkungen des Abschlusses:
- Der Handel an der NYSE wurde vor der Er枚ffnung am 4. August ausgesetzt; ein Formular 25 zur Delistung und ein Formular 15 zur Beendigung der SEC-Registrierung werden folgen.
- Der Kreditvertrag von 2021 wurde vollst盲ndig zur眉ckgezahlt und beendet, wodurch ausstehende Darlehen und Verpflichtungen aufgehoben wurden.
- 脰ffentliche Warrants sind nun zum Barpreis von 3,30 $ aus眉bbar; der Aus眉bungspreis wurde vor眉bergehend bis zum 3. September 2025 auf 3,2947 $ gesenkt, danach werden nicht ausge眉bte Warrants storniert.
- Der Vorstand wurde durch von WiseTech ernannte Mitglieder ersetzt; CEO Andrew Appel und CFO Marje Armstrong treten zur眉ck, bleiben jedoch f眉r die 脺bergangszeit und erhalten einen Anteil an einem 8,975 Mio. $ Transaktionsbonus-Pool.
- Die Satzung und Gesch盲ftsordnung wurden ge盲ndert; die Kontrolle wurde 眉bertragen.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____________ to _____________
The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
Commission file number: | State or Other Jurisdiction of Incorporation or Organization: | IRS Employer Identification No.: | |||||||||
| The Williams Companies, Inc. | |||||||||||
| Transcontinental Gas Pipe Line Company, LLC | |||||||||||
| Northwest Pipeline LLC | |||||||||||
Address of Principal Executive Offices: | Zip Code: | Registrant’s Telephone Number, Including Area Code: | |||||||||
The Williams Companies, Inc. | |||||||||||
Transcontinental Gas Pipe Line Company, LLC | |||||||||||
Northwest Pipeline LLC | |||||||||||
NO CHANGE
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | |||||||||
The Williams Companies, Inc. | |||||||||||
Transcontinental Gas Pipe Line Company, LLC | None | None | None | ||||||||
Northwest Pipeline LLC | None | None | None | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
The Williams Companies, Inc. | ☑ | No | ☐ | |||||||||||
Transcontinental Gas Pipe Line Company, LLC | ☑ | No | ☐ | |||||||||||
Northwest Pipeline LLC | ☑ | No | ☐ | |||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
The Williams Companies, Inc. | ☑ | No | ☐ | |||||||||||
Transcontinental Gas Pipe Line Company, LLC | ☑ | No | ☐ | |||||||||||
Northwest Pipeline LLC | ☑ | No | ☐ | |||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
The Williams Companies, Inc. | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||
Transcontinental Gas Pipe Line Company, LLC | Large accelerated filer | ☐ | Accelerated filer | ☐ | ☑ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||
Northwest Pipeline LLC | Large accelerated filer | ☐ | Accelerated filer | ☐ | ☑ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
The Williams Companies, Inc. | ☐ | ||||
Transcontinental Gas Pipe Line Company, LLC | ☐ | ||||
Northwest Pipeline LLC | ☐ | ||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The Williams Companies, Inc. | Yes | No | ☑ | |||||||||||
Transcontinental Gas Pipe Line Company, LLC | Yes | No | ☑ | |||||||||||
Northwest Pipeline LLC | Yes | No | ☑ | |||||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| July 31, 2025 | |||||
The Williams Companies, Inc. | |||||
Transcontinental Gas Pipe Line Company, LLC | |||||
Northwest Pipeline LLC | |||||
Both Transcontinental Gas Pipe Line Company, LLC and Northwest Pipeline LLC meet the conditions set forth in General Instructions H(1)(a) and (b) of Form 10‑Q and are therefore filing this Form 10‑Q with the reduced disclosure format specified in General Instructions H(2)(a), (b), and (c) of Form 10‑Q.
This combined Form 10‑Q is separately filed by The Williams Companies, Inc., Transcontinental Gas Pipe Line Company, LLC, and Northwest Pipeline LLC. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants.
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FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||||
Part I. Financial Information | 8 | |||||||
Item 1. Financial Statements | 8 | |||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 53 | |||||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 78 | |||||||
Item 4. Controls and Procedures | 79 | |||||||
Part II. Other Information | 81 | |||||||
Item 1. Legal Proceedings | 81 | |||||||
Item 1A. Risk Factors | 82 | |||||||
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 82 | |||||||
Item 5. Other Information | 82 | |||||||
Item 6. Exhibits | 83 | |||||||
The reports, filings, and other public announcements of Williams, Transco, and NWP may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcomes of regulatory proceedings, market conditions, and other matters. Williams, Transco, and NWP make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995, as applicable.
All statements, other than statements of historical facts, included in this report that address activities, events, or developments that Williams, Transco, and NWP expect, believe, or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in-service date,” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:
•Levels of dividends to Williams’ stockholders;
•Future credit ratings of Transco, NWP, and Williams and its affiliates;
•Amounts and nature of future capital expenditures;
•Expansion and growth of business and operations;
•Expected in-service dates for capital projects;
•Financial condition and liquidity;
•Business strategy;
•Cash flow from operations or results of operations;
•Rate case filings;
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•Seasonality of certain business components;
•Natural gas, natural gas liquids, and crude oil prices, supply, and demand;
•Demand for services.
Forward-looking statements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report. Many of the factors that will determine these results are beyond Williams’, Transco’s, and NWP’s ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:
•Availability of supplies, market demand, and volatility of prices;
•Development and rate of adoption of alternative energy sources;
•The impact of existing and future laws and regulations, the regulatory environment, environmental matters, and litigation, as well as the ability and the ability of other energy companies with whom Williams, Transco, and NWP conduct or seek to conduct business, to obtain necessary permits and approvals, and the ability to achieve favorable rate proceeding outcomes;
•Exposure to the credit risk of customers and counterparties;
•Williams’ ability to acquire new businesses and assets and successfully integrate those operations and assets into existing businesses as well as successfully expand facilities and consummate asset sales on acceptable terms;
•The ability to successfully identify, evaluate, and timely execute on capital projects and investment opportunities;
•The strength and financial resources of competitors and the effects of competition;
•The amount of cash distributions from and capital requirements of Williams’ investments and joint ventures in which Williams participates;
•The ability of Williams to effectively execute on its financing plan;
•Increasing scrutiny and changing expectations from stakeholders with respect to environmental, social, and governance practices;
•The physical and financial risks associated with climate change;
•The impacts of operational and developmental hazards and unforeseen interruptions;
•The risks resulting from outbreaks or other public health crises;
•Risks associated with weather and natural phenomena, including climate conditions and physical damage to facilities;
•Acts of terrorism, cybersecurity incidents, and related disruptions;
•Williams’ costs and funding obligations for defined benefit pension plans and other postretirement benefit plans, and Transco’s and NWP’s allocations regarding the same;
•Changes in maintenance and construction costs, as well as the ability to obtain sufficient construction- related inputs, including skilled labor;
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•Inflation, interest rates, tariffs on foreign-made materials and goods (including steel and steel pipes) necessary to conduct business, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers);
•Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally recognized credit rating agencies, and the availability and cost of capital;
•The ability of the members of the Organization of Petroleum Exporting Countries (OPEC) and other oil exporting nations to agree to and maintain oil price and production controls and the impact on domestic production;
•Changes in the current geopolitical situation, including the Russian invasion of Ukraine and conflicts in the Middle East;
•Changes in U.S. governmental administration and policies;
•Whether Williams is able to pay current and expected levels of dividends;
•Additional risks described in Williams’, Transco’s, and NWP’s SEC filings.
Given the uncertainties and risk factors that could cause Williams’, Transco’s, and NWP’s actual results to differ materially from those contained in any forward-looking statement, Williams, Transco, and NWP caution investors not to unduly rely on these forward-looking statements. Williams, Transco, and NWP disclaim any obligations to, and do not intend to, update the above list or announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.
In addition to causing actual results to differ, the factors listed above and referred to below may cause Williams’, Transco’s, and NWP’s intentions to change from those statements of intention set forth in this report. Such changes in intentions may also cause results to differ. Williams, Transco, and NWP may change intentions, at any time and without notice, based upon changes in such factors, assumptions, or otherwise.
Because forward-looking statements involve risks and uncertainties, Williams, Transco, and NWP caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 25, 2025, as may be supplemented by disclosures in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10‑Q.
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DEFINITIONS
The following is a listing of certain abbreviations, acronyms, and other industry terminology that may be used throughout this Form 10-Q.
Measurements:
Barrel or Bbl: One barrel of petroleum products that equals 42 U.S. gallons
Mbbls/d: One thousand barrels per day
Bcf : One billion cubic feet of natural gas
Bcf/d: One billion cubic feet of natural gas per day
MMcf/d: One million cubic feet of natural gas per day
British Thermal Unit (Btu): A unit of energy needed to raise the temperature of one pound of water by one degree Fahrenheit
MMBtu: One million British thermal units
Dekatherms (Dth): A unit of energy equal to one million British thermal units
Mdth/d: One thousand dekatherms per day
MMdth: One million dekatherms or approximately one trillion British thermal units
MMdth/d: One million dekatherms per day
Government and Regulatory:
EPA: Environmental Protection Agency
Exchange Act, the: Securities and Exchange Act of 1934, as amended
FERC: Federal Energy Regulatory Commission
SEC: Securities and Exchange Commission
Securities Act, the: Securities Act of 1933, as amended
Other:
Note: References to numerical notes refer to the Combined Notes to Financial Statements.
EBITDA: Earnings before interest, taxes, depreciation, depletion, and amortization
Fractionation: The process by which a mixed stream of natural gas liquids is separated into constituent products, such as ethane, propane, and butane
GAAP: U.S. generally accepted accounting principles
LNG: Liquefied natural gas; natural gas which has been liquefied at cryogenic temperatures
MVC: Minimum volume commitments
NGLs: Natural gas liquids; natural gas liquids result from natural gas processing and crude oil refining and are used as petrochemical feedstocks, heating fuels, and gasoline additives, among other applications.
Equity NGL margins: NGL revenues less Btu replacement cost, plant fuel, transportation, and fractionation
Registrants: The Williams Companies, Inc. (Williams), and Williams’ wholly owned subsidiaries Transcontinental Gas Pipe Line Company, LLC (Transco) and Northwest Pipeline LLC (NWP) are each individually referred to as a Registrant and collectively as the Registrants.
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Appalachia Midstream Investments: Williams’ equity-method investments with an approximate average 66 percent interest in multiple gas gathering systems in the Marcellus Shale region
Crowheart Acquisition: On November 1, 2024, Williams closed on the acquisition of Crowheart Energy, LLC, resulting in more than a 90 percent ownership interest in certain crude oil and natural gas properties in the Wamsutter basin in Wyoming. Prior to this acquisition, Williams held a 75 percent undivided interest in each well’s working interest.
Discovery Acquisition: On August 1, 2024, Williams closed on the acquisition of the remaining 40 percent interest in Discovery Producer Services, LLC (Discovery) which operates a natural gas gathering and transportation system in the Gulf of America and processing and fractionation facilities in Louisiana, along with certain other assets.
Gulf Coast Storage Acquisition: On January 3, 2024, Williams closed on the acquisition of 100 percent of both Hartree Cardinal Gas, LLC and Hartree Natural Gas Storage, LLC (collectively, “Hartree”), which own natural gas storage facilities and pipelines in Louisiana and Mississippi.
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PART I
Item 1. Financial Statements
| Page | |||||
Williams: | |||||
Consolidated Statements of Income – Three and Six Months Ended June 30, 2025 and 2024 | 9 | ||||
Consolidated Statements of Comprehensive Income (Loss) – Three and Six Months Ended June 30, 2025 and 2024 | 10 | ||||
Consolidated Balance Sheets – June 30, 2025 and December 31, 2024 | 11 | ||||
Consolidated Statements of Changes in Equity – Three and Six Months Ended June 30, 2025 and 2024 | 12 | ||||
Consolidated Statements of Cash Flows – Six Months Ended June 30, 2025 and 2024 | 14 | ||||
Transco: | |||||
Statements of Net Income – Three and Six Months Ended June 30, 2025 and 2024 | 15 | ||||
Balance Sheets – June 30, 2025 and December 31, 2024 | 16 | ||||
Statements of Changes in Member’s Equity – Three and Six Months Ended June 30, 2025 and 2024 | 17 | ||||
Statements of Cash Flows – Six Months Ended June 30, 2025 and 2024 | 18 | ||||
NWP: | |||||
Statements of Net Income – Three and Six Months Ended June 30, 2025 and 2024 | 19 | ||||
Balance Sheets – June 30, 2025 and December 31, 2024 | 20 | ||||
Statements of Changes in Member’s Equity – Three and Six Months Ended June 30, 2025 and 2024 | 21 | ||||
Statements of Cash Flows – Six Months Ended June 30, 2025 and 2024 | 22 | ||||
Combined Notes to Financial Statements | 23 | ||||
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The Williams Companies, Inc.
Consolidated Statement of Income
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| (Millions, except per-share amounts) | ||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||
| Service revenues | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Service revenues – commodity consideration | ||||||||||||||||||||||||||||||||
| Product sales | ||||||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | ( | ( | ( | |||||||||||||||||||||||||||||
Total revenues | ||||||||||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||||||||
| Product costs | ||||||||||||||||||||||||||||||||
| Net processing commodity expenses | ||||||||||||||||||||||||||||||||
| Operating and maintenance expenses | ||||||||||||||||||||||||||||||||
Depreciation, depletion, and amortization expenses | ||||||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | ||||||||||||||||||||||||||||||||
| Other (income) expense – net | ( | ( | ||||||||||||||||||||||||||||||
Total costs and expenses | ||||||||||||||||||||||||||||||||
| Operating income (loss) | ||||||||||||||||||||||||||||||||
| Equity earnings (losses) | ||||||||||||||||||||||||||||||||
| Other investing income (loss) – net | ||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Other income (expense) – net | ||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | ||||||||||||||||||||||||||||||||
| Less: Provision (benefit) for income taxes | ||||||||||||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||||||||
Less: Net income (loss) attributable to noncontrolling interests | ||||||||||||||||||||||||||||||||
| Net income (loss) attributable to The Williams Companies, Inc. | ||||||||||||||||||||||||||||||||
| Less: Preferred stock dividends | ||||||||||||||||||||||||||||||||
| Net income (loss) available to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Basic earnings (loss) per common share: | ||||||||||||||||||||||||||||||||
Net income (loss) available to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Weighted-average shares (thousands) | ||||||||||||||||||||||||||||||||
| Diluted earnings (loss) per common share: | ||||||||||||||||||||||||||||||||
Net income (loss) available to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Weighted-average shares (thousands) | ||||||||||||||||||||||||||||||||
See the Combined Notes to Financial Statements.
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The Williams Companies, Inc.
Consolidated Statement of Comprehensive Income (Loss)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||
| Designated interest rate cash flow hedging activities: | ||||||||||||||||||||||||||||||||
Net unrealized gain (loss) from derivative instruments, net of taxes of $( | ||||||||||||||||||||||||||||||||
Reclassifications into earnings of net derivative instruments (gain) loss, net of taxes of $ | ( | ( | ||||||||||||||||||||||||||||||
| Pension and other postretirement benefits: | ||||||||||||||||||||||||||||||||
Amortization of actuarial (gain) loss and net actuarial loss from settlements included in net periodic benefit cost (credit), net of taxes of $ | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | ||||||||||||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | ||||||||||||||||||||||||||||||||
| Comprehensive income (loss) attributable to The Williams Companies, Inc. | $ | $ | $ | $ | ||||||||||||||||||||||||||||
See the Combined Notes to Financial Statements.
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The Williams Companies, Inc.
Consolidated Balance Sheet
(Unaudited)
| June 30, | December 31, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| (Millions, except per-share amounts) | ||||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Trade accounts and other receivables (net of allowance of ($ | ||||||||||||||
| Inventories | ||||||||||||||
| Derivative assets | ||||||||||||||
| Other current assets and deferred charges | ||||||||||||||
| Total current assets | ||||||||||||||
| Investments | ||||||||||||||
| Property, plant, and equipment | ||||||||||||||
| Accumulated depreciation, depletion, and amortization | ( | ( | ||||||||||||
| Property, plant, and equipment – net | ||||||||||||||
Intangible assets – net | ||||||||||||||
| Regulatory assets, deferred charges, and other | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Derivative liabilities | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Commercial paper | ||||||||||||||
| Long-term debt due within one year | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Deferred income tax liabilities | ||||||||||||||
| Regulatory liabilities, deferred income, and other | ||||||||||||||
Contingent liabilities and commitments (Note 10) | ||||||||||||||
| Equity: | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
Preferred stock ($ | ||||||||||||||
Common stock ($ | ||||||||||||||
| Capital in excess of par value | ||||||||||||||
| Retained deficit | ( | ( | ||||||||||||
| Accumulated other comprehensive income (loss) | ||||||||||||||
Treasury stock, at cost ( | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Noncontrolling interests in consolidated subsidiaries | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
See the Combined Notes to Financial Statements.
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The Williams Companies, Inc.
Consolidated Statement of Changes in Equity
(Unaudited)
| 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 March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends – common stock ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation and related common stock issuances, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions to noncontrolling interests | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in equity | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends – common stock ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation and related common stock issuances, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions to noncontrolling interests | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in equity | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
*Accumulated Other Comprehensive Income (Loss)
See the Combined Notes to Financial Statements.
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The Williams Companies, Inc.
Consolidated Statement of Changes in Equity (Continued)
(Unaudited)
| 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, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends – common stock ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation and related common stock issuances, net of tax | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions to noncontrolling interests | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in equity | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends – common stock $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation and related common stock issuances, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions to noncontrolling interests | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in equity | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
*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
(Unaudited)
| Six Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| (Millions) | ||||||||||||||||||||
| OPERATING ACTIVITIES: | ||||||||||||||||||||
| Net income (loss) | $ | $ | ||||||||||||||||||
| Adjustments to reconcile to net cash provided (used) by operating activities: | ||||||||||||||||||||
| Depreciation, depletion, and amortization | ||||||||||||||||||||
| Provision (benefit) for deferred income taxes | ||||||||||||||||||||
| Equity (earnings) losses | ( | ( | ||||||||||||||||||
| Distributions from equity-method investees | ||||||||||||||||||||
| Net unrealized (gain) loss from commodity derivative instruments | ( | |||||||||||||||||||
| Inventory write-downs | ||||||||||||||||||||
| Amortization of stock-based awards | ||||||||||||||||||||
| Cash provided (used) by changes in current assets and liabilities: | ||||||||||||||||||||
| Accounts receivable | ||||||||||||||||||||
| Inventories | ( | ( | ||||||||||||||||||
| Other current assets and deferred charges | ( | |||||||||||||||||||
| Accounts payable | ( | ( | ||||||||||||||||||
| Other current liabilities | ( | |||||||||||||||||||
| Changes in current and noncurrent commodity derivative assets and liabilities | ( | |||||||||||||||||||
| Other, including changes in noncurrent assets and liabilities | ( | ( | ||||||||||||||||||
| Net cash provided (used) by operating activities | ||||||||||||||||||||
| FINANCING ACTIVITIES: | ||||||||||||||||||||
| Proceeds from (payments of) commercial paper – net | ( | ( | ||||||||||||||||||
| Proceeds from long-term debt | ||||||||||||||||||||
| Payments of long-term debt | ( | ( | ||||||||||||||||||
| Payments for debt issuance costs | ( | ( | ||||||||||||||||||
| Proceeds from issuance of common stock | ||||||||||||||||||||
| Common dividends paid | ( | ( | ||||||||||||||||||
| Dividends and distributions paid to noncontrolling interests | ( | ( | ||||||||||||||||||
| Contributions from noncontrolling interests | ||||||||||||||||||||
| Other – net | ( | ( | ||||||||||||||||||
| Net cash provided (used) by financing activities | ( | |||||||||||||||||||
| INVESTING ACTIVITIES: | ||||||||||||||||||||
| Property, plant, and equipment: | ||||||||||||||||||||
| Capital expenditures (1) | ( | ( | ||||||||||||||||||
| Dispositions – net | ( | ( | ||||||||||||||||||
| Purchases of businesses, net of cash acquired (Note 3) | ( | ( | ||||||||||||||||||
| Purchases of and contributions to equity-method investments | ( | ( | ||||||||||||||||||
| Other – net | ||||||||||||||||||||
| Net cash provided (used) by investing activities | ( | ( | ||||||||||||||||||
| Increase (decrease) in cash and cash equivalents | ( | |||||||||||||||||||
| Cash and cash equivalents at beginning of year | ||||||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||||||||
| _________ | ||||||||||||||||||||
| (1) Increases to property, plant, and equipment | $ | ( | $ | ( | ||||||||||||||||
| Changes in related accounts payable and accrued liabilities | ||||||||||||||||||||
| Capital expenditures | $ | ( | $ | ( | ||||||||||||||||
See the Combined Notes to Financial Statements.
14
Table of Contents
Transcontinental Gas Pipe Line Company, LLC
Statement of Net Income
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||
| Natural gas transportation service revenues | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Natural gas storage service revenues | ||||||||||||||||||||||||||||||||
| Natural gas product sales | ||||||||||||||||||||||||||||||||
| Other service revenues | ||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||||||||
| Natural gas product costs | ||||||||||||||||||||||||||||||||
| Operating and maintenance expenses | ||||||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | ||||||||||||||||||||||||||||||||
| Depreciation and amortization expenses | ||||||||||||||||||||||||||||||||
| Taxes, other than income taxes | ||||||||||||||||||||||||||||||||
| Other (income) expense – net | ( | ( | ||||||||||||||||||||||||||||||
| Total costs and expenses | ||||||||||||||||||||||||||||||||
| Operating income (loss) | ||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||||||
| Allowance for equity and borrowed funds used during construction (AFUDC) | ||||||||||||||||||||||||||||||||
| Other income (expense) – net | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
See the Combined Notes to Financial Statements.
15
Table of Contents
Transcontinental Gas Pipe Line Company, LLC
Balance Sheet
(Unaudited)
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (Millions) | |||||||||||
| ASSETS | |||||||||||
Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts and other receivables: | |||||||||||
| Advances to affiliate | |||||||||||
| Trade | |||||||||||
| Affiliates | |||||||||||
| Other | |||||||||||
| Inventories | |||||||||||
| Regulatory assets | |||||||||||
| Other current assets and deferred charges | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment | |||||||||||
Accumulated depreciation and amortization | ( | ( | |||||||||
| Property, plant, and equipment – net | |||||||||||
| Regulatory assets | |||||||||||
| Deferred charges and other | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND MEMBER’S EQUITY | |||||||||||
Current liabilities: | |||||||||||
| Payables: | |||||||||||
| Trade | $ | $ | |||||||||
| Affiliates | |||||||||||
| Regulatory liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Asset retirement obligations | |||||||||||
| Long-term debt due within one year | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Regulatory liabilities | |||||||||||
| Asset retirement obligations | |||||||||||
| Deferred income and other | |||||||||||
| Contingent liabilities and commitments (Note 10) | |||||||||||
| Member’s equity: | |||||||||||
| Member’s capital | |||||||||||
| Retained earnings | |||||||||||
| Total member’s equity | |||||||||||
| Total liabilities and member’s equity | $ | $ | |||||||||
See the Combined Notes to Financial Statements.
16
Table of Contents
Transcontinental Gas Pipe Line Company, LLC
Statement of Changes in Member’s Equity
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
(Millions) | ||||||||||||||||||||||||||||||||
| Member’s Capital: | ||||||||||||||||||||||||||||||||
Balance at beginning and end of period | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Retained Earnings: | ||||||||||||||||||||||||||||||||
Balance at beginning of period | ||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Cash distributions to parent | ( | ( | ( | ( | ||||||||||||||||||||||||||||
Balance at end of period | ||||||||||||||||||||||||||||||||
| Total Member’s Equity | $ | $ | $ | $ | ||||||||||||||||||||||||||||
See the Combined Notes to Financial Statements.
17
Table of Contents
Transcontinental Gas Pipe Line Company, LLC
Statement of Cash Flows
(Unaudited)
| Six Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (Millions) | |||||||||||||||||
| OPERATING ACTIVITIES: | |||||||||||||||||
| Net income (loss) | $ | $ | |||||||||||||||
| Adjustments to reconcile net cash provided (used) by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Allowance for equity funds used during construction (equity AFUDC) | ( | ( | |||||||||||||||
| Cash provided (used) by changes in current assets and liabilities: | |||||||||||||||||
| Affiliate receivables | |||||||||||||||||
| Trade and other accounts receivable | ( | ||||||||||||||||
| Inventories | ( | ||||||||||||||||
| Regulatory assets | ( | ||||||||||||||||
| Other current assets and deferred charges | ( | ( | |||||||||||||||
| Trade accounts payable | ( | ||||||||||||||||
| Affiliate payables | ( | ( | |||||||||||||||
| Other current liabilities | |||||||||||||||||
| Other, including changes in noncurrent assets and liabilities | ( | ( | |||||||||||||||
| Net cash provided (used) by operating activities | |||||||||||||||||
| FINANCING ACTIVITIES: | |||||||||||||||||
| Proceeds from other financing obligations | |||||||||||||||||
| Payments on other financing obligations | ( | ( | |||||||||||||||
| Cash distributions to parent | ( | ( | |||||||||||||||
| Net cash provided (used) by financing activities | ( | ( | |||||||||||||||
| INVESTING ACTIVITIES: | |||||||||||||||||
| Property, plant, and equipment: | |||||||||||||||||
| Capital expenditures (1) | ( | ( | |||||||||||||||
| Contributions and advances for construction costs | |||||||||||||||||
| Dispositions - net | ( | ( | |||||||||||||||
| Advances to affiliate - net | |||||||||||||||||
| Purchase of asset retirement obligations trust investments | ( | ( | |||||||||||||||
| Proceeds from sale of asset retirement obligations trust investments | |||||||||||||||||
| Net cash provided (used) by investing activities | ( | ( | |||||||||||||||
| Increase (decrease) in cash and cash equivalents | |||||||||||||||||
| Cash and cash equivalents at beginning of year | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||||||||
| ____________________________ | |||||||||||||||||
| (1) Increase to property, plant, and equipment, exclusive of equity AFUDC | $ | ( | $ | ( | |||||||||||||
| Changes in related accounts payable and accrued liabilities | ( | ||||||||||||||||
| Capital expenditures | $ | ( | $ | ( | |||||||||||||
See the Combined Notes to Financial Statements.
18
Table of Contents
Northwest Pipeline LLC
Statement of Net Income
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
(Millions) | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Natural gas transportation service revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
| Natural gas storage service revenues | |||||||||||||||||||||||||||||
| Other service revenues | |||||||||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Operating and maintenance expenses | |||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||||||||
| Depreciation and amortization expenses | |||||||||||||||||||||||||||||
| Taxes, other than income taxes | |||||||||||||||||||||||||||||
| Other (income) expense - net | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Allowance for equity and borrowed funds used during construction (AFUDC) | |||||||||||||||||||||||||||||
| Other income (expense) – net | |||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | |||||||||||||||||||||||||
See the Combined Notes to Financial Statements.
19
Table of Contents
Northwest Pipeline LLC
Balance Sheet
(Unaudited)
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
(Millions) | |||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts and other receivables: | |||||||||||
| Advances to affiliate | |||||||||||
| Trade | |||||||||||
| Other | |||||||||||
| Inventories | |||||||||||
| Regulatory assets | |||||||||||
| Other current assets and deferred charges | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment | |||||||||||
Accumulated depreciation and amortization | ( | ( | |||||||||
| Property, plant, and equipment – net | |||||||||||
| Regulatory assets | |||||||||||
| Deferred charges and other | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND MEMBER’S EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Payables: | |||||||||||
| Advances from affiliate | $ | $ | |||||||||
| Trade | |||||||||||
| Affiliates | |||||||||||
| Regulatory liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Long-term debt due within one year | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Regulatory liabilities | |||||||||||
| Asset retirement obligations | |||||||||||
| Deferred income and other | |||||||||||
| Contingent liabilities and commitments (Note 10) | |||||||||||
| Member’s Equity: | |||||||||||
| Member’s capital | |||||||||||
| Retained earnings | |||||||||||
| Total member’s equity | |||||||||||
| Total liabilities and member’s equity | $ | $ | |||||||||
See the Combined Notes to Financial Statements.
20
Table of Contents
Northwest Pipeline LLC
Statement of Changes in Member’s Equity
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
(Millions) | |||||||||||||||||||||||||||||
| Member’s Capital: | |||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||||||||
| Capital contributions from parent | |||||||||||||||||||||||||||||
Balance at end of period | |||||||||||||||||||||||||||||
| Retained Earnings: | |||||||||||||||||||||||||||||
| Balance at beginning of period | |||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
| Cash distributions to parent | ( | ( | ( | ( | |||||||||||||||||||||||||
| Balance at end of period | |||||||||||||||||||||||||||||
| Total Member’s Equity | $ | $ | $ | $ | |||||||||||||||||||||||||
See the Combined Notes to Financial Statements.
21
Table of Contents
Northwest Pipeline LLC
Statement of Cash Flows
(Unaudited)
| Six Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (Millions) | |||||||||||||||||
| OPERATING ACTIVITIES: | |||||||||||||||||
| Net income (loss) | $ | $ | |||||||||||||||
| Adjustments to reconcile net cash provided (used) by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Allowance for equity funds used during construction (equity AFUDC) | ( | ( | |||||||||||||||
| Cash provided (used) by changes in current assets and liabilities: | |||||||||||||||||
| Affiliate receivables | |||||||||||||||||
| Trade and other accounts receivable | |||||||||||||||||
| Other current assets and deferred charges | |||||||||||||||||
| Trade accounts payable | ( | ( | |||||||||||||||
| Affiliate payables | ( | ( | |||||||||||||||
| Other current liabilities | ( | ||||||||||||||||
| Other, including changes in noncurrent assets and liabilities | ( | ( | |||||||||||||||
| Net cash provided (used) by operating activities | |||||||||||||||||
| FINANCING ACTIVITIES: | |||||||||||||||||
| Cash distributions to parent | ( | ( | |||||||||||||||
| Cash contributions from parent | |||||||||||||||||
| Advances from affiliate, net | ( | ||||||||||||||||
| Net cash provided (used) by financing activities | ( | ||||||||||||||||
| INVESTING ACTIVITIES: | |||||||||||||||||
| Property, plant, and equipment: | |||||||||||||||||
| Capital expenditures (1) | ( | ( | |||||||||||||||
| Contributions and advances for construction costs | |||||||||||||||||
| Dispositions - net | ( | ( | |||||||||||||||
| Advances to affiliate - net | ( | ||||||||||||||||
| Net cash provided (used) by investing activities | ( | ( | |||||||||||||||
| Increase (decrease) in cash and cash equivalents | |||||||||||||||||
| Cash and cash equivalents at beginning of year | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||||||||
| ____________________________________ | |||||||||||||||||
| (1) Increases to property, plant, and equipment, exclusive of equity AFUDC | $ | ( | $ | ( | |||||||||||||
| Changes in related accounts payable and accrued liabilities | ( | ||||||||||||||||
| Capital expenditures | $ | ( | $ | ( | |||||||||||||
See the Combined Notes to Financial Statements.
22
Table of Contents
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 – General, Description of Business, and Basis of Presentation | Williams, Transco, NWP | 23 | ||||||||||||
Note 2 – Variable Interest Entities | Williams | 25 | ||||||||||||
Note 3 – Acquisitions and Divestitures | Williams | 26 | ||||||||||||
Note 4 – Related Party Transactions | Transco, NWP | 29 | ||||||||||||
Note 5 – Revenue Recognition | Williams, Transco, NWP | 32 | ||||||||||||
Note 6 – Provision (Benefit) for Income Taxes | Williams | 37 | ||||||||||||
Note 7 – Debt and Banking Arrangements | Williams, Transco, NWP | 37 | ||||||||||||
Note 8 – Fair Value Measurements and Guarantees | Williams, Transco, NWP | 39 | ||||||||||||
Note 9 – Commodity Derivatives | Williams | 41 | ||||||||||||
Note 10 – Contingencies | Williams, Transco, NWP | 43 | ||||||||||||
Note 11 – Segment Disclosures | Williams, Transco, NWP | 47 | ||||||||||||
Note 1 – General, Description of Business, and Basis of Presentation
General
The accompanying interim financial statements do not include all the notes in the annual financial statements and, therefore, should be read in conjunction with the financial statements and combined notes thereto for the year ended December 31, 2024, in the Annual Report on Form 10-K. The accompanying unaudited financial statements include all normal recurring adjustments and others that, in the opinion of management, are necessary to present fairly the interim financial statements.
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.
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 & Gulf of America, Northeast G&P, West, and Gas & NGL Marketing Services, consistent with the manner in which Williams’ Chief Executive Officer, the chief operating decision maker (CODM), evaluates performance and allocates resources. All remaining business activities, including upstream operations, certain new energy ventures, and corporate activities, are included in Other.
23
Table of Contents
Notes (Continued)
Transmission & Gulf of America is comprised of the Transco, NWP, and MountainWest Pipelines Holding LLC (MountainWest) interstate natural gas pipelines and their related natural gas storage facilities, as well as the natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including Discovery, a former 60 percent equity-method investment in which Williams acquired the remaining ownership interest in August 2024 (see Note 3 – Acquisitions and Divestitures), a 51 percent interest in Gulfstar One LLC (Gulfstar One) (a consolidated variable interest entity, or VIE), and a 50 percent equity-method investment in Gulfstream Natural Gas System, L.L.C. (Gulfstream). Transmission & Gulf of America also includes natural gas storage facilities and pipelines providing services in north Texas, and also in Louisiana and Mississippi related to the January 2024 Gulf Coast Storage Acquisition (see Note 3 – Acquisitions and Divestitures).
Northeast G&P is comprised of Williams’ midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in Ohio Valley Midstream LLC (Northeast JV) (a consolidated VIE) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal Gas Services, L.L.C. (Cardinal) (a consolidated VIE) which operates in Ohio, a 50 percent equity-method investment in Blue Racer Midstream LLC (Blue Racer), and Appalachia Midstream Investments.
West is comprised of Williams’ gas gathering, processing, and treating operations in the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of east Texas and northwest Louisiana, the Mid-Continent region which includes the Anadarko and Permian basins, and the Denver-Julesberg Basin (DJ Basin) of Colorado. This segment also includes Williams’ NGL storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, and a 50 percent equity-method investment in Overland Pass Pipeline Company LLC (OPPL).
Gas & NGL Marketing Services is comprised of Williams’ NGL and natural gas marketing and trading operations, which include risk management and transactions related to the storage and transportation of natural gas and NGLs on strategically positioned assets.
Transco
Transco is an interstate natural gas transmission company that owns and operates a natural gas pipeline system extending from Texas, Louisiana, Mississippi and the Gulf of America through Alabama, Georgia, South Carolina, North Carolina, Virginia, Maryland, Delaware, Pennsylvania, and New Jersey to the New York City metropolitan area. The system serves customers in Texas and the 12 southeast and Atlantic seaboard states mentioned above, including major metropolitan areas in Georgia, Washington D.C., Maryland, North Carolina, New York, New Jersey, and Pennsylvania. Transco is a single-member limited liability company, and as such, single-member losses are limited to the amount of its investment.
NWP
NWP owns and operates an interstate pipeline system for the mainline transmission of natural gas. This system extends from the San Juan Basin in northwestern New Mexico and southwestern Colorado through Colorado, Utah, Wyoming, Idaho, Oregon, and Washington to a point on the Canadian border near Sumas, Washington. NWP is a single-member limited liability company, and as such, single-member losses are limited to the amount of its investment.
Basis of Presentation
Reclassifications
Certain prior-year amounts for Transco and NWP have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on Transco’s or NWP’s Net income (loss), working capital, cash flows, or Total Member’s Equity previously reported.
24
Table of Contents
Notes (Continued)
Accounting Standards Issued But Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-09, Income Taxes: Improvements to Income Tax Disclosures, which requires disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. This ASU is effective for annual periods beginning after December 15, 2024. The adoption of ASU 2023-09 is not expected to have a material impact on the financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires public entities to disclose additional information in the notes to financial statements for certain types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, or selling, 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 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. During the six months ended June 30, 2025 and 2024, there were no 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 of 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 June 30, 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.
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Notes (Continued)
Gulfstar One
Williams owns a 51 percent interest in Gulfstar One, a subsidiary that, due to certain risk-sharing provisions in its customer contracts, is a VIE. Gulfstar One includes a proprietary floating-production system, Gulfstar FPS, and associated pipelines that provide production handling and gathering services in the eastern deepwater Gulf of America. Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact Gulfstar One’s economic performance.
Cardinal
Williams owns a 66 percent interest in Cardinal, a subsidiary that provides gathering services for the Utica Shale region and is a VIE due to certain risks shared with customers. Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact Cardinal’s economic performance. Future expansion activity is expected to be funded with capital contributions from Williams and the other equity partner on a proportional basis.
The following table presents amounts included in the Consolidated Balance Sheet that are only for the use or obligation of the consolidated VIEs:
| June 30, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (Millions) | |||||||||||
| Assets (liabilities): | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts and other receivables – net | |||||||||||
| Inventories | |||||||||||
| Other current assets and deferred charges | |||||||||||
| Property, plant, and equipment – net | |||||||||||
Intangible assets – net | |||||||||||
| Regulatory assets, deferred charges, and other | |||||||||||
| Accounts payable | ( | ( | |||||||||
Other current liabilities | ( | ( | |||||||||
| Regulatory liabilities, deferred income, and other | ( | ( | |||||||||
Nonconsolidated VIEs
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. After closing on the acquisition, Williams owns more than a 90 percent working interest in each well. The purpose of this acquisition was to consolidate Williams’ interests in the Wamsutter basin and further optimize development in the area to continue to supply its gathering and processing assets. Assets acquired, acquisition-related costs incurred, and results of operations realized are included at Other.
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Notes (Continued)
During the period from the acquisition date of November 1, 2024 to December 31, 2024, the additional interest acquired in the Crowheart Acquisition contributed Revenues of $20 million and Modified EBITDA (as defined in Note 11 – Segment Disclosures) of $7 million.
Acquisition-related costs for the Crowheart Acquisition total $1 million and are included in Selling, 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 following table presents the preliminary allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at November 1, 2024. The allocation is considered preliminary because the valuation work has not been completed due to the ongoing review of the valuation results and validation of significant inputs and assumptions. Preliminary fair value measurements were made for certain acquired assets and liabilities, primarily property, plant, and equipment, which utilized the income approach for proved developed producing reserves and the market approach for undeveloped reserves; however, adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as new information related to facts and circumstances as of the acquisition date may be identified. After the March 31, 2025, 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 | $ | ||||
Other current assets | |||||
| Property, plant, and equipment – net | |||||
Other noncurrent assets | |||||
| Total assets acquired | |||||
Current liabilities | ( | ||||
Noncurrent liabilities | ( | ||||
| Total liabilities assumed | ( | ||||
Net assets acquired | $ | ||||
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. As a result of acquiring this additional interest, Williams obtained control and subsequently consolidates Discovery. The purpose of this acquisition was to expand Williams’ gathering, processing, and transportation presence in the Gulf of America region. Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission & Gulf of America segment.
During the period from the acquisition date of August 1, 2024 to December 31, 2024, the operations acquired in the Discovery Acquisition contributed Revenues of $144 million and Modified EBITDA of $42 million.
Acquisition-related costs for the Discovery Acquisition total $1 million, incurred in 2024, and are included in Selling, 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
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Notes (Continued)
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 preliminary allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at August 1, 2024. The allocation is considered preliminary because the valuation work has not been completed due to the ongoing review of the valuation results and validation of significant inputs and assumptions. Preliminary fair value measurements were made for certain acquired assets and liabilities, primarily property, plant, and equipment, which utilized the cost approach; however, adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as new information related to facts and circumstances as of the acquisition date may be identified.
| (Millions) | |||||
| Cash and cash equivalents | $ | ||||
| Other current assets | |||||
| Property, plant, and equipment – net | |||||
| Other noncurrent assets | |||||
Total assets acquired | |||||
| Current liabilities | ( | ||||
Noncurrent liabilities | ( | ||||
| Total liabilities assumed | ( | ||||
| Net assets acquired | $ | ||||
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. The purpose of this acquisition was to expand Williams’ natural gas storage footprint in the Gulf Coast region. Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ Transmission & Gulf of America segment. The Gulf Coast Storage Acquisition was funded with cash on hand and $100 million of deferred consideration that did not accrue interest and was 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 Selling, 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.
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 | $ | ||||
| Other current assets | |||||
| Property, plant, and equipment – net | |||||
| Other noncurrent assets | |||||
Total assets acquired | |||||
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Notes (Continued)
| Current liabilities | ( | ||||
Noncurrent liabilities | ( | ||||
| Total liabilities assumed | ( | ||||
| Net assets acquired | $ | ||||
Supplemental Pro Forma
The following pro forma Revenues and Net income (loss) attributable to The Williams Companies, Inc. for the three and six months ended June 30, 2024, respectively, are presented as if the Crowheart Acquisition and Discovery Acquisition had been completed on January 1, 2023. 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.
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| As Reported | Pro Forma Crowheart | Pro Forma Discovery | Pro Forma Combined | ||||||||||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to The Williams Companies, Inc. | ( | ||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| As Reported | Pro Forma Crowheart | Pro Forma Discovery | Pro Forma Combined | ||||||||||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to The Williams Companies, Inc. | ( | ||||||||||||||||||||||||||||||||||||||||
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 in its Northeast G&P segment for total consideration of $161 million. As a result of this sale, Williams recorded a gain of $149 million reflected in Other investing income (loss) – net in the third quarter of 2024.
Note 4 – Related Party Transactions
Transco and NWP Affiliate Transactions
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.
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Notes (Continued)
| June 30, | December 31, | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| (Millions) | |||||||||||||||||
| Advances to affiliate | |||||||||||||||||
| Transco | $ | $ | |||||||||||||||
| NWP | |||||||||||||||||
| Advances from affiliate | |||||||||||||||||
| NWP | $ | $ | |||||||||||||||
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 June 30, 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.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
Net interest income from advances | |||||||||||||||||||||||
| Transco | $ | $ | $ | $ | |||||||||||||||||||
| NWP | |||||||||||||||||||||||
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.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
Transco affiliate activity | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Natural gas product costs | |||||||||||||||||||||||
Services necessary to operate Transco and NWP are provided by Williams and certain affiliates of Williams. Transco and NWP reimburse Williams and its affiliates for all direct and indirect expenses incurred or payments made (including salary, bonus, incentive compensation, and benefits) in connection with these services. Employees of Williams also provide general, administrative, and management services, and Transco and NWP are charged for certain administrative expenses incurred by Williams. These charges are either directly assigned or allocated. Allocated charges are specific or general. Specific allocations are based on a relationship with the delivery of services and general allocations are based on a three-factor formula, which considers revenues; property, plant, and equipment; and payroll. In management’s estimation, the allocation methodologies used are reasonable and result in
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Notes (Continued)
a reasonable allocation of costs of doing business incurred by Williams. Transco and NWP have recorded for these service expenses, which are primarily included in Operating and maintenance expenses and Selling, general, and administrative expenses in the Statement of Net Income.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
Services from affiliates | |||||||||||||||||||||||
| Transco | $ | $ | $ | $ | |||||||||||||||||||
| NWP | |||||||||||||||||||||||
Transco provided services to certain of its affiliates. Transco recorded reductions in operating expenses for services provided to and reimbursed by affiliates of $3 million and $6 million for three and six months ended June 30, 2024, respectively. No
During July 2025, Transco and NWP declared and paid cash distributions of $301 million and $42 million, respectively, to Williams, and Williams made a cash contribution to NWP of $50 million.
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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 & Gulf of America | Northeast G&P | West | Gas & NGL Marketing Services | Other | Eliminations | Total | |||||||||||||||||||||||||||||||||||
(Millions) | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers: | |||||||||||||||||||||||||||||||||||||||||
| Service revenues: | |||||||||||||||||||||||||||||||||||||||||
| Regulated interstate natural gas transportation and storage | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Gathering, processing, transportation, fractionation, and storage: | |||||||||||||||||||||||||||||||||||||||||
| Monetary consideration | ( | ||||||||||||||||||||||||||||||||||||||||
| Commodity consideration | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||
| Total service revenues | ( | ||||||||||||||||||||||||||||||||||||||||
| Product sales | ( | ||||||||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||||||||||||||||||||
| Other revenues (1) | ( | ||||||||||||||||||||||||||||||||||||||||
| Other adjustments (2) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers: | |||||||||||||||||||||||||||||||||||||||||
| Service revenues: | |||||||||||||||||||||||||||||||||||||||||
| Regulated interstate natural gas transportation and storage | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Gathering, processing, transportation, fractionation, and storage: | |||||||||||||||||||||||||||||||||||||||||
| Monetary consideration | ( | ||||||||||||||||||||||||||||||||||||||||
| Commodity consideration | ( | ||||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||
| Total service revenues | ( | ||||||||||||||||||||||||||||||||||||||||
| Product sales | ( | ||||||||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||||||||||||||||||||
| Other revenues (1) | ( | ||||||||||||||||||||||||||||||||||||||||
| Other adjustments (2) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
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Notes (Continued)
| Transmission & Gulf of America | Northeast G&P | West | Gas & NGL Marketing Services | Other | Eliminations | Total | |||||||||||||||||||||||||||||||||||
(Millions) | |||||||||||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers: | |||||||||||||||||||||||||||||||||||||||||
| Service revenues: | |||||||||||||||||||||||||||||||||||||||||
| Regulated interstate natural gas transportation and storage | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Gathering, processing, transportation, fractionation, and storage: | |||||||||||||||||||||||||||||||||||||||||
| Monetary consideration | ( | ||||||||||||||||||||||||||||||||||||||||
| Commodity consideration | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||
| Total service revenues | ( | ||||||||||||||||||||||||||||||||||||||||
| Product sales | ( | ||||||||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||||||||||||||||||||
| Other revenues (1) | ( | ||||||||||||||||||||||||||||||||||||||||
| Other adjustments (2) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers: | |||||||||||||||||||||||||||||||||||||||||
| Service revenues: | |||||||||||||||||||||||||||||||||||||||||
| Regulated interstate natural gas transportation and storage | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Gathering, processing, transportation, fractionation, and storage: | |||||||||||||||||||||||||||||||||||||||||
| Monetary consideration | ( | ||||||||||||||||||||||||||||||||||||||||
| Commodity consideration | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||
| Total service revenues | ( | ||||||||||||||||||||||||||||||||||||||||
| Product sales | ( | ||||||||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||||||||||||||||||||
| Other revenues (1) | ( | ||||||||||||||||||||||||||||||||||||||||
| Other adjustments (2) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
______________
(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 tables present a reconciliation of contract assets:
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| Williams | Transco | NWP | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Revenue recognized in excess of amounts invoiced | |||||||||||||||||||||||||||||||||||
| Minimum volume commitments invoiced | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| Williams | Transco | NWP | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Revenue recognized in excess of amounts invoiced | |||||||||||||||||||||||||||||||||||
| Minimum volume commitments invoiced | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Amortization of contract assets | ( | ( | |||||||||||||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
34
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Notes (Continued)
Contract Liabilities
The following tables present a reconciliation of contract liabilities:
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| Williams | Transco | NWP | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Payments received and deferred | |||||||||||||||||||||||||||||||||||
| Other additions | |||||||||||||||||||||||||||||||||||
| Significant financing component | |||||||||||||||||||||||||||||||||||
| Recognized in revenue | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| Williams | Transco | NWP | |||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Payments received and deferred | |||||||||||||||||||||||||||||||||||
| Other additions | |||||||||||||||||||||||||||||||||||
| Significant financing component | |||||||||||||||||||||||||||||||||||
| Recognized in revenue | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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 and the amount and timing of these changes are not currently known.
Remaining performance obligations exclude variable consideration, including contracts with variable consideration for which it has elected the practical expedient for consideration recognized in revenue as billed. Certain of its contracts contain evergreen and other renewal provisions for periods beyond the initial term of the contract. The remaining performance obligation amounts as of June 30, 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 June 30, 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 June 30, 2025.
| Contract Liabilities | |||||||||||||||||
| Williams | Transco | NWP | |||||||||||||||
| (Millions) | |||||||||||||||||
2025 ( | $ | $ | $ | ||||||||||||||
2026 ( | |||||||||||||||||
2027 ( | |||||||||||||||||
2028 ( | |||||||||||||||||
2029 ( | |||||||||||||||||
Thereafter | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Remaining Performance Obligations | |||||||||||||||||
| Williams | Transco | NWP | |||||||||||||||
| (Millions) | |||||||||||||||||
2025 ( | $ | $ | $ | ||||||||||||||
2026 ( | |||||||||||||||||
2027 ( | |||||||||||||||||
2028 ( | |||||||||||||||||
2029 ( | |||||||||||||||||
Thereafter | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Accounts Receivable
The following is a summary of Williams’ Trade accounts and other receivables:
| June 30, 2025 | December 31, 2024 | ||||||||||
| (Millions) | |||||||||||
| Accounts receivable related to revenues from contracts with customers | $ | $ | |||||||||
| Receivables from derivatives | |||||||||||
| Other accounts receivable | |||||||||||
| Trade accounts and other receivables | $ | $ | |||||||||
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 Receivables - Advances to affiliate and Receivables - Other.
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Notes (Continued)
Note 6 – Provision (Benefit) for Income Taxes
Williams’ Provision (benefit) for income taxes includes:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Current: | |||||||||||||||||||||||||||||
| Federal | $ | $ | $ | $ | |||||||||||||||||||||||||
| State | |||||||||||||||||||||||||||||
| Deferred: | |||||||||||||||||||||||||||||
| Federal | |||||||||||||||||||||||||||||
| State | |||||||||||||||||||||||||||||
| Provision (benefit) for income taxes | $ | $ | $ | $ | |||||||||||||||||||||||||
The effective income tax rates for the total provision (benefit) for the three and six months ended June 30, 2025 and 2024, are greater than the federal statutory rate, primarily due to the effect of state income taxes.
On July 4, 2025, the One Big Beautiful Bill Act was enacted. While Williams continues to evaluate certain impacts of the new law, it does expect a temporary deferral of upcoming federal income tax payments. The new law is not expected to have a significant impact on Williams’ federal income tax provision for the 2025 full-year period.
Note 7 – Debt and Banking Arrangements
Issuances
Williams’ senior unsecured public debt issuances for 2025 are as follows:
Issue Date | Maturity Date | Amount | Rate | |||||||||||||||||
(Millions) | ||||||||||||||||||||
June 30, 2025 | June 30, 2030 | $ | ||||||||||||||||||
June 30, 2025 | September 30, 2035 | |||||||||||||||||||
January 9, 2025 | March 15, 2035 | |||||||||||||||||||
January 9, 2025 | March 15, 2055 | |||||||||||||||||||
Retirements
Williams’ senior unsecured public debt retirements for 2025 are as follows:
Date of Retirement | Maturity Date | Amount | Rate | |||||||||||||||||
(Millions) | ||||||||||||||||||||
| January 15, 2025 | January 15, 2025 | $ | ||||||||||||||||||
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Notes (Continued)
Credit Facility
Williams, Transco and NWP are party to a credit agreement with aggregate commitments available of $3.75 billion. In the second quarter of 2025, the maturity date of our Credit Agreement was extended one year and now expires October 8, 2028. Transco and NWP are each able to borrow up to $500
| June 30, 2025 | |||||||||||
| Stated Capacity | Outstanding | ||||||||||
| (Millions) | |||||||||||
| Long-term credit facility (1) | $ | $ | |||||||||
| Letters of credit under certain bilateral bank agreements | |||||||||||
________________
(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.
Commercial Paper Program
At June 30, 2025, no commercial paper was outstanding under our commercial paper program.
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Notes (Continued)
Note 8 – Fair Value Measurements and Guarantees
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 June 30, 2025: | |||||||||||||||||||||||||||||
| Measured on a recurring basis: | |||||||||||||||||||||||||||||
ARO Trust investments - Transco | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Commodity derivative assets (1) | |||||||||||||||||||||||||||||
Commodity derivative liabilities (1) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Additional disclosures: | |||||||||||||||||||||||||||||
| Guarantees | ( | ( | ( | ( | |||||||||||||||||||||||||
Debt by issuer, including current portion: | |||||||||||||||||||||||||||||
Williams | ( | ( | ( | ||||||||||||||||||||||||||
| Transco | ( | ( | ( | ||||||||||||||||||||||||||
| NWP | ( | ( | ( | ||||||||||||||||||||||||||
| MountainWest | ( | ( | ( | ||||||||||||||||||||||||||
Total debt | ( | ( | ( | ||||||||||||||||||||||||||
Assets (liabilities) at December 31, 2024: | |||||||||||||||||||||||||||||
| Measured on a recurring basis: | |||||||||||||||||||||||||||||
ARO Trust investments - Transco | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Commodity derivative assets (1) | |||||||||||||||||||||||||||||
Commodity derivative liabilities (1) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Additional disclosures: | |||||||||||||||||||||||||||||
| Guarantees | ( | ( | ( | ( | |||||||||||||||||||||||||
Debt by issuer, including current portion: | |||||||||||||||||||||||||||||
Williams | ( | ( | ( | ||||||||||||||||||||||||||
| Transco | ( | ( | ( | ||||||||||||||||||||||||||
| NWP | ( | ( | ( | ||||||||||||||||||||||||||
| MountainWest | ( | ( | ( | ||||||||||||||||||||||||||
Gulf Coast Storage deferred consideration (Note 3) | ( | ( | ( | ||||||||||||||||||||||||||
Total debt | ( | ( | ( | ||||||||||||||||||||||||||
(1)The carrying amount is presented net of counterparty offsetting arrangements and collateral (see Note 9 – Commodity Derivatives) .
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Notes (Continued)
Fair Value Methods
The following methods and assumptions are used in estimating the fair value of financial instruments:
Assets Measured at Fair Value on a Recurring Basis
ARO Trust investments
Transco is entitled to collect rates in the amounts necessary to fund its future asset retirement obligations (AROs) and deposits a portion of the collected rates into an external trust (ARO Trust). The ARO Trust invests in a moderate risk portfolio of actively traded mutual funds that are measured at fair value on a recurring basis based on quoted prices in an active market and is reported in Regulatory assets, deferred charges, and other in Williams’ Consolidated Balance Sheet and in Deferred charges and other in the Transco Balance Sheet. The Money Market Funds held in the ARO Trust are considered investments. Both realized and unrealized gains and losses are ultimately recorded to the ARO regulatory asset.
Effective March 1, 2025, the annual funding obligation is approximately $64 million, with deposits made monthly.
Transco investments within the ARO Trust were as follows:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
Amortized Cost Basis | Fair Value | Amortized Cost Basis | Fair Value | |||||||||||||||||||||||
(Millions) | ||||||||||||||||||||||||||
Money Market Funds | $ | $ | $ | $ | ||||||||||||||||||||||
U.S. Equity Funds | ||||||||||||||||||||||||||
International Equity Funds | ||||||||||||||||||||||||||
Municipal Bond Funds | ||||||||||||||||||||||||||
Total | $ | $ | $ | $ | ||||||||||||||||||||||
Commodity derivatives
Williams’ commodity derivatives include exchange-traded contracts and over-the-counter (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 9 – Commodity Derivatives for additional information.
Additional Fair Value Disclosures
Long-term debt, including current portion
The disclosed fair value of long-term debt is determined primarily by a market approach using broker quoted indicative period-end bond prices. The quoted prices are based on observable transactions in less active markets for the debt or similar instruments. The fair values of the financing obligations associated with Transco’s Dalton, Leidy South, and Atlantic Sunrise projects, as well as the deferred consideration obligation associated with the Gulf Coast Storage Acquisition (see Note 3 – Acquisitions and Divestitures), all included within long-term debt including current portion, were determined using an income approach.
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Notes (Continued)
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 June 30, 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.
Note 9 – Commodity Derivatives
Williams is exposed to commodity price risk and utilizes derivatives to manage a portion of that risk. Williams reports the fair value of commodity derivatives in Derivative assets; Regulatory assets, deferred charges, and other; Derivative liabilities; or Regulatory liabilities, deferred income, and other. These amounts are presented on a net basis by counterparty and reflect the netting of asset and liability positions permitted under the terms of master netting arrangements and cash held on deposit in margin accounts that Williams has received or remitted to collateralize certain derivative positions. See Note 8 – Fair Value Measurements and Guarantees for additional fair value information. In Williams’ Consolidated Statement of Cash Flows, any cash impacts of settled commodity derivatives are recorded as operating activities.
Williams enters into commodity derivatives to economically hedge exposures to natural gas, NGLs, and crude oil and retains exposure to price changes that can, in a volatile energy market, be material and can adversely affect its results of operations.
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Notes (Continued)
Volumes
At June 30, 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 | ||||||||||||||||||
| Central Hub Risk - Henry Hub | Natural Gas | MMBtu | ( | |||||||||||||||||
| Basis Risk | Natural Gas | MMBtu | ||||||||||||||||||
| Central Hub Risk - Mont Belvieu | Natural Gas Liquids | Barrels | ( | |||||||||||||||||
| Basis Risk | Natural Gas Liquids | Barrels | ||||||||||||||||||
| Central Hub Risk - WTI | Crude Oil | Barrels | ( | |||||||||||||||||
Financial Statement Presentation
The fair value of commodity derivatives, which are not designated as hedging instruments for accounting purposes, is reflected as follows:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
Commodity Derivatives Categories | Assets | (Liabilities) | Assets | (Liabilities) | ||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||
| Current | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Noncurrent | ( | ( | ||||||||||||||||||||||||
Total commodity derivatives | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Counterparty and collateral netting offset | ( | ( | ||||||||||||||||||||||||
| Amounts recognized in Williams’ Consolidated Balance Sheet | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
The pre-tax impacts of Williams’ commodity derivatives, which are not designated as hedging instruments for accounting purposes, are reflected as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||||||||
Net gain (loss) from commodity derivatives within Total revenues: | ||||||||||||||||||||||||||||||||
AG真人官方ized | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
Unrealized | ( | ( | ||||||||||||||||||||||||||||||
| $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||
Net gain (loss) from commodity derivatives within Net processing commodity expenses: | ||||||||||||||||||||||||||||||||
AG真人官方ized | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||
Unrealized | ( | ( | ||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||
Total net gain (loss) from commodity derivatives | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||
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Notes (Continued)
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 June 30, 2025, the contractually required collateral in the event of a credit rating downgrade to non-investment grade status was $9 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 June 30, 2025 and December 31, 2024, net cash collateral held on deposit in broker margin accounts was $269 million, and $288 million, respectively.
Note 10 – Contingencies
Royalty Matters
Certain customers, including Expand Energy Corporation (formerly Chesapeake Energy Corporation or Chesapeake), have been named in various lawsuits alleging underpayment of royalties and claiming, among other things, violations of anti-trust laws and the Racketeer Influenced and Corrupt Organizations Act. Williams has also been named as a defendant in certain of these cases filed in Pennsylvania based on allegations that Williams improperly participated with Chesapeake in causing the alleged royalty underpayments. Williams believes that the claims asserted are subject to indemnity obligations owed to Williams by Chesapeake, which obligations survived Chesapeake’s bankruptcy proceedings. Prior to its bankruptcy, Chesapeake reached a settlement to resolve substantially all Pennsylvania royalty cases pending. During the pendency of the bankruptcy, that settlement was renegotiated. The settlement applies to both Chesapeake and Williams and does not require any contribution from Williams. On August 23, 2021, after referral to the United States District Court for the Southern District of Texas by the bankruptcy court, the court approved the settlement. Two objectors filed an appeal with the United States Court of Appeals for the Fifth Circuit. On June 8, 2023, the Court of Appeals vacated the settlement approval and remanded to the United States District Court for the Southern District of Texas with instructions to dismiss the settlement proceedings for lack of jurisdiction. On August 31, 2023, the bankruptcy court entered an order finding the settlement agreements to be null and void. Certain plaintiffs have filed a notice of dismissal of their claims against Chesapeake that arose prior to February 8, 2021, in the United States District Court for the Middle District of Pennsylvania lawsuits. The notice states that plaintiffs are not releasing their claims against the other defendants, including Williams, or claims against Chesapeake that arose after February 9, 2021. Williams continues to believe the claims against Williams are subject to indemnity obligations owed to Williams by Chesapeake.
Rate Matters
On August 30, 2024, Transco filed a general rate case 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. Transco has provided a reserve for rate refunds, which it believes is adequate for any refunds that may be required.
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Notes (Continued)
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 for the construction of Transco’s Atlantic Sunrise project completed in 2018. The total award to a contractor, estimated at $110 million, included amounts for unpaid invoices, interest, and attorney fees. Management estimates the probable loss from the judgment to be substantially less and Transco has filed a notice of appeal. Transco has capitalized the amount considered probable within noncurrent assets and expects any additional probable loss would also be capitalized. Transco also expects to recover approximately 29 percent of any amount paid from the co-owner of the project.
Environmental Matters
The EPA, other federal agencies, and various state regulatory agencies routinely propose and promulgate new rules, issue updated guidance to rules, or revise existing rules. These rulemakings include, but are not limited to, reviews and updates to the National Ambient Air Quality Standards, and promulgation of rules for new and existing source performance standards for certain equipment emitting volatile organic compound and methane as well as limitations on emissions of greenhouse gas compounds. Regulatory 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 June 30, 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 June 30, 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, mercury, and other hazardous substances. These activities have involved the EPA and various state environmental authorities, resulting in Williams’ identification as a potentially responsible party at various Superfund waste sites. At June 30, 2025, Williams has accrued liabilities of $11 million (see Transco and NWP below) for these costs and expect 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 June 30, 2025, Williams has accrued liabilities totaling $7 million for these costs.
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Notes (Continued)
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 June 30, 2025, Williams has accrued environmental liabilities of $24 million related to these matters.
Transco
Transco has had studies underway for many years to test some of its facilities for the presence of toxic and hazardous substances such as polychlorinated biphenyls (PCBs) and mercury to determine to what extent, if any, remediation may be necessary. Transco has also similarly evaluated past on-site disposal of hydrocarbons at a number of its facilities. Transco has worked closely with and responded to data requests from the EPA and state agencies regarding such potential contamination of certain of their sites. Transco is conducting environmental assessments and implementing a variety of remedial measures that may result in increases or decreases in the total estimated costs. Transco also has a program for monitoring certain environmental activities at their Eminence storage facility. At June 30, 2025, Transco has accrued liabilities of approximately $10 million for the expected ongoing remediation and monitoring costs.
Transco has been identified as a potentially responsible party (PRP) at various Superfund and state waste disposal sites. Based on present volumetric estimates and other factors, their estimated aggregate exposure for remediation of these sites is less than $1 million. The estimated remediation costs for all of these sites are included in the environmental liabilities discussed above. Liability under the Comprehensive Environmental Response, Compensation and Liability Act and applicable state law can be joint and several with other PRPs. Although volumetric allocation is a factor in assessing liability, it is not necessarily determinative; thus, the ultimate liability could be substantially greater than the amounts described above.
Transco considers prudently incurred environmental assessment and remediation costs and the costs associated with compliance with environmental standards to be recoverable through rates. Historically, with limited exceptions, it has been permitted recovery of environmental costs, and it is Transco’s intent to continue seeking recovery of such costs through future rate filings.
NWP
Beginning in the mid-1980s, NWP evaluated many of its facilities for the presence of toxic and hazardous substances to determine to what extent, if any, remediation might be necessary. NWP identified PCB contamination in air compressor systems, soils, and related properties at certain compressor station sites. Similarly, it identified hydrocarbon impacts at these facilities due to the former use of earthen pits, lubricating oil leaks or spills, and excess pipe coating released to the environment. In addition, heavy metals have been identified at these sites due to the former use of mercury containing meters and paint and welding rods containing lead, cadmium, and arsenic. The PCBs were remediated pursuant to a Consent Decree with the EPA in the late 1980s, and NWP conducted a voluntary clean-up of the hydrocarbon and mercury impacts in the early 1990s. In 2005, the Washington Department of Ecology required NWP to re-evaluate previous clean-ups in Washington. During 2006 to 2015, 129 meter stations were evaluated, of which 82 required remediation. As of June 30, 2025, two meter stations are still being remediated. During 2006 to 2018, 14 compressor stations were evaluated, of which 11 required remediation. As of June 30, 2025, four compressor stations are still being remediated. NWP had accrued liabilities totaling approximately $1 million at June 30, 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
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Notes (Continued)
standards and regulations, the FERC would grant the requisite rate relief so that substantially all of such expenditures would be permitted to be recovered through rates.
Washington State Climate Commitment Act
In 2021, the state of Washington passed its Climate Commitment Act establishing a market-based cap-and-invest program to reduce carbon emissions. This program took effect on January 1, 2023, and sets a limit, or cap, on overall carbon emissions in the state and requires businesses like NWP to obtain allowances equal to their annual covered carbon emissions. The state’s cap will be reduced over time to meet the state’s carbon emissions reduction targets, which means fewer carbon emissions allowances will be available to purchase each year. These allowances can be purchased through quarterly auctions hosted by the state or bought and sold on a secondary market. In 2023, NWP began purchasing allowances for the carbon emissions from nine of its thirteen compressor stations within the state whose annual carbon emissions have exceeded 25,000 metric tons of carbon dioxide equivalent at least once since 2015. NWP also began purchasing allowances for NWP’s delivery of natural gas to certain of their customers and certain of their facilities in the state whose annual carbon emissions are insufficient to require their direct participation in the program. NWP’s latest rate case settlement allows them to recover the costs of purchasing allowances under the program in their next rate case.
At June 30, 2025 and December 31, 2024, a total of $54 million and $38 million, respectively, were included in Regulatory assets and was comprised of the cost of the purchased allowances held, the estimated difference between the allowances held and the allowances required, and the interest income component of the regulatory asset. At June 30, 2025 and December 31, 2024, $4 million and $3 million, respectively, were recorded in Other current liabilities as the estimated difference. Interest income of $2 million for the six months ended June 30, 2025, and $1 million for the six months ended June 30, 2024, is 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 June 30, 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.
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Notes (Continued)
Note 11 – Segment Disclosures
Williams
Williams’ reportable segments are Transmission & Gulf of America, Northeast G&P, West, and Gas & NGL Marketing Services. All remaining business activities are included in Other. (See Note 1 – General, Description of Business, and Basis of Presentation.)
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 of certain assets within Other (income) expense – net within Operating income (loss).
Intersegment Service revenues primarily represent transportation services provided to Williams’ marketing business and gathering services provided to its oil and gas properties. Intersegment Product sales primarily represent the sale of natural gas and NGLs from Williams’ natural gas processing plants and its oil and gas properties to its marketing business.
Segment assets include Investments, Property, plant, and equipment – net, and Intangible assets – net.
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Notes (Continued)
The following tables present revenues, Modified EBITDA, significant expenses, and certain segment assets measures:
| Transmission & Gulf of America | Northeast G&P | West | Gas & NGL Marketing Services (1) | Total | |||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Segment revenues: | |||||||||||||||||||||||||||||
| Service revenues | |||||||||||||||||||||||||||||
| External | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Internal | |||||||||||||||||||||||||||||
| Total service revenues | |||||||||||||||||||||||||||||
| Total service revenues – commodity consideration | |||||||||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||||||||
| External | |||||||||||||||||||||||||||||
| Internal | ( | ||||||||||||||||||||||||||||
| Total product sales | |||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | |||||||||||||||||||||||||||||
| AG真人官方ized | |||||||||||||||||||||||||||||
| Unrealized | ( | ( | |||||||||||||||||||||||||||
| Total net gain (loss) from commodity derivatives (2) | ( | ( | |||||||||||||||||||||||||||
Total revenues of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Segment costs and expenses and Proportional Modified EBITDA of equity-method investments: | |||||||||||||||||||||||||||||
| Product costs and net realized processing commodity expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses | |||||||||||||||||||||||||||||
| Operating and administrative expenses (3) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Recoverable power, transportation, and storage costs (4) | ( | ( | ( | ||||||||||||||||||||||||||
| Other segment income (expenses) - net (5) | ( | ( | |||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | |||||||||||||||||||||||||||||
| Total Modified EBITDA of reportable segments | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Reconciliation of Modified EBITDA: | |||||||||||||||||||||||||||||
| Contribution from upstream operations, corporate, and other business activities | |||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization expenses | ( | ||||||||||||||||||||||||||||
| Equity earnings (losses) | |||||||||||||||||||||||||||||
| Other investing income (loss) - net | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
Accretion expense associated with AROs for nonregulated operations | ( | ||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | ( | ||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||
Additions to long-lived segment assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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Notes (Continued)
| Transmission & Gulf of America | Northeast G&P | West | Gas & NGL Marketing Services (1) | Total | |||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||
| Segment revenues: | |||||||||||||||||||||||||||||
| Service revenues | |||||||||||||||||||||||||||||
| External | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Internal | |||||||||||||||||||||||||||||
| Total service revenues | |||||||||||||||||||||||||||||
| Total service revenues – commodity consideration | ( | ||||||||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||||||||
| External | |||||||||||||||||||||||||||||
| Internal | ( | ||||||||||||||||||||||||||||
| Total product sales | |||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | |||||||||||||||||||||||||||||
| AG真人官方ized | ( | ( | |||||||||||||||||||||||||||
| Unrealized | ( | ( | |||||||||||||||||||||||||||
| Total net gain (loss) from commodity derivatives (2) | ( | ( | |||||||||||||||||||||||||||
| Total revenues of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment costs and expenses and Proportional Modified EBITDA of equity-method investments: | |||||||||||||||||||||||||||||
| Product costs and net realized processing commodity expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses | ( | ||||||||||||||||||||||||||||
| Operating and administrative expenses (3) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Recoverable power, transportation, and storage costs (4) | ( | ( | ( | ||||||||||||||||||||||||||
| Other segment income (expenses) - net (5) | ( | ||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | |||||||||||||||||||||||||||||
| Total Modified EBITDA of reportable segments | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Reconciliation of Modified EBITDA: | |||||||||||||||||||||||||||||
| Contribution from upstream operations, corporate, and other business activities | |||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization expenses | ( | ||||||||||||||||||||||||||||
| Equity earnings (losses) | |||||||||||||||||||||||||||||
| Other investing income (loss) - net | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
Accretion expense associated with AROs for nonregulated operations | ( | ||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | ( | ||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||
Additions to long-lived segment assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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Notes (Continued)
| Transmission & Gulf of America | Northeast G&P | West | Gas & NGL Marketing Services (1) | Total | |||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||
| Segment revenues: | |||||||||||||||||||||||||||||
| Service revenues | |||||||||||||||||||||||||||||
| External | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Internal | |||||||||||||||||||||||||||||
| Total service revenues | |||||||||||||||||||||||||||||
| Total service revenues – commodity consideration | |||||||||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||||||||
| External | |||||||||||||||||||||||||||||
| Internal | ( | ||||||||||||||||||||||||||||
| Total product sales | |||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | |||||||||||||||||||||||||||||
| AG真人官方ized | ( | ( | ( | ( | |||||||||||||||||||||||||
| Unrealized | ( | ( | |||||||||||||||||||||||||||
| Total net gain (loss) from commodity derivatives (2) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total revenues of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment costs and expenses and Proportional Modified EBITDA of equity-method investments: | |||||||||||||||||||||||||||||
| Product costs and net realized processing commodity expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses | |||||||||||||||||||||||||||||
| Operating and administrative expenses (3) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Recoverable power, transportation, and storage costs (4) | ( | ( | ( | ||||||||||||||||||||||||||
| Other segment income (expenses) - net (5) | ( | ||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | |||||||||||||||||||||||||||||
Total Modified EBITDA of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Reconciliation of Modified EBITDA: | |||||||||||||||||||||||||||||
Contribution from upstream operations, corporate, and other business activities | |||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization expenses | ( | ||||||||||||||||||||||||||||
| Equity earnings (losses) | |||||||||||||||||||||||||||||
| Other investing income (loss) - net | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
Accretion expense associated with AROs for nonregulated operations | ( | ||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | ( | ||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||
| Additions to long-lived segment assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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Notes (Continued)
| Transmission & Gulf of America | Northeast G&P | West | Gas & NGL Marketing Services (1) | Total | |||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||
| Segment revenues: | |||||||||||||||||||||||||||||
| Service revenues | |||||||||||||||||||||||||||||
| External | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Internal | |||||||||||||||||||||||||||||
| Total service revenues | |||||||||||||||||||||||||||||
| Total service revenues – commodity consideration | |||||||||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||||||||
| External | |||||||||||||||||||||||||||||
| Internal | ( | ||||||||||||||||||||||||||||
| Total product sales | |||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | |||||||||||||||||||||||||||||
| AG真人官方ized | |||||||||||||||||||||||||||||
| Unrealized | ( | ( | |||||||||||||||||||||||||||
| Total net gain (loss) from commodity derivatives (2) | ( | ( | |||||||||||||||||||||||||||
Total revenues of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment costs and expenses and Proportional Modified EBITDA of equity-method investments: | |||||||||||||||||||||||||||||
| Product costs and net realized processing commodity expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses | ( | ||||||||||||||||||||||||||||
Operating and administrative expenses (3) | ( | ( | ( | ( | |||||||||||||||||||||||||
Recoverable power, transportation, and storage costs (4) | ( | ( | ( | ||||||||||||||||||||||||||
Other segment income (expenses) - net (5) | ( | ||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | |||||||||||||||||||||||||||||
Total Modified EBITDA of reportable segments | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| Reconciliation of Modified EBITDA: | |||||||||||||||||||||||||||||
Contribution from upstream operations, corporate, and other business activities | |||||||||||||||||||||||||||||
Depreciation, depletion, and amortization expenses | ( | ||||||||||||||||||||||||||||
| Equity earnings (losses) | |||||||||||||||||||||||||||||
| Other investing income (loss) - net | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
Accretion expense associated with AROs for nonregulated operations | ( | ||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | ( | ||||||||||||||||||||||||||||
Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||
Additions to long-lived segment assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
As of June 30, 2025 | |||||||||||||||||||||||||||||
| Equity-method investments by reportable segment | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
As of December 31, 2024 | |||||||||||||||||||||||||||||
| Equity-method investments by reportable segment | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
_______________________
(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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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.
Transco
Transco manages and evaluates its business as a single reportable segment. Transco’s CODM is the Senior Vice President, Transmission & Gulf of America. 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 Selling, general, and administrative expenses, which are each separately presented on Transco’s Statement of Net Income. Other segment items within net income include natural gas product costs, depreciation and amortization 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 & Gulf of America. 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 Selling, general, and administrative expenses, which are each separately presented on NWP’s Statement of Net Income. Other segment items within net income include depreciation and amortization 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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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
| Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations | Page | ||||
General | 53 | ||||
Company Outlook | 56 | ||||
Results of Operations | 60 | ||||
Williams | 60 | ||||
Transco | 71 | ||||
NWP | 73 | ||||
Management’s Discussion and Analysis of Financial Condition and Liquidity | 75 | ||||
General
Williams is an energy company committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Its operations are located in the United States.
Williams’ interstate natural gas pipeline strategy is to create value by maximizing the utilization of its pipeline capacity by providing high-quality, low-cost transportation of natural gas to large and growing markets. Williams’ gas pipeline businesses’ interstate transmission and storage activities are subject to regulation by the FERC. As such, Williams’ rates and charges for the transportation of natural gas in interstate commerce, and the extension, expansion, or abandonment of jurisdictional facilities and accounting, among other things, are subject to regulation. The rates are established primarily through the FERC’s ratemaking process, but Williams may also negotiate rates with its customers pursuant to the terms of its tariffs and FERC policy. Changes in commodity prices and volumes transported have limited near-term impact on these revenues because the majority of the cost of service is recovered through firm capacity reservation charges in transportation rates.
The ongoing strategy of Williams’ midstream operations is to safely and reliably operate large-scale midstream infrastructure where its assets can be fully utilized and drive low per-unit costs. Williams focuses on consistently attracting new business by providing highly reliable service to its customers. These services include natural gas gathering, processing, treating, compression and storage; NGL fractionation, transportation and storage; and crude oil production handling and transportation, as well as marketing services for NGL, crude oil, and natural gas.
Consistent with the manner in which Williams’ CODM evaluates performance and allocates resources, Williams’ operations are conducted, managed, and presented within the following reportable segments: Transmission & Gulf of America, Northeast G&P, West, and Gas & NGL Marketing Services. All remaining business activities, including upstream operations, certain new energy ventures, and corporate activities, are included in Other. Williams’ reportable segments are comprised of the following business activities:
•Transmission & Gulf of America is comprised of the Transco, NWP, and MountainWest interstate natural gas pipelines, and their related natural gas storage facilities, as well as natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including Discovery, a former 60 percent equity-method investment in which Williams acquired the remaining ownership interest in August 2024 (see Note 3 – Acquisitions and Divestitures), a 51 percent interest in Gulfstar One, and a 50 percent equity-method investment in Gulfstream. Transmission & Gulf of America also includes natural gas storage facilities and pipelines providing services in north Texas, and also in Louisiana and Mississippi related to the January 2024 Gulf Coast Storage Acquisition (see Note 3 – Acquisitions and Divestitures).
•Northeast G&P is comprised of 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 Northeast JV which operates in West Virginia, Ohio, and
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Management’s Discussion and Analysis (Continued)
Pennsylvania, a 66 percent interest in Cardinal which operates in Ohio, a 50 percent equity-method investment in Blue Racer, and Appalachia Midstream Investments.
•West is comprised of gas gathering, processing, and treating operations in the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of east Texas and northwest Louisiana, the Mid-Continent region which includes the Anadarko and Permian basins, and the DJ Basin of Colorado. This segment also includes NGL storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, and a 50 percent equity-method investment in OPPL.
•Gas & NGL Marketing Services is comprised of 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.
Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to Williams’ current continuing operations and should be read in conjunction with the financial statements and combined notes thereto of this Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2024, dated February 25, 2025.
Dividends
In June 2025, Williams paid a regular quarterly dividend of $0.50 per share.
Overview of Six Months Ended June 30, 2025
Net income (loss) attributable to The Williams Companies, Inc. for the six months ended June 30, 2025, increased $204 million compared to the six months ended June 30, 2024. Further discussion of the results is found in this report in the Results of Operations.
Recent Developments
Transco FERC Rate Case Filing
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. Transco has provided a reserve for rate refunds, which it believes is adequate for any refunds that may be required.
Data Center Power Projects
Williams continues to pursue projects to support the power demands created by new data center development, including an agreement with an unnamed large, investment-grade company to provide onsite natural gas and power generation infrastructure. See Expansion Projects for further discussion of Socrates.
Saber Asset Purchase
In June 2025, Williams acquired 100 percent of Saber Midstream, LLC (Saber). The acquisition, which was accounted for as an asset purchase, included cash consideration of $47 million and the retention of $113 million of Saber’s debt, which was separately repaid in full within the same month. Saber operates a gas gathering system in the Haynesville Shale region in the West segment.
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Management’s Discussion and Analysis (Continued)
Cogentrix Investment
In March 2025, Williams purchased a minority interest in Cogentrix Co-Investment Fund, LP (Cogentrix) for $153 million, which is accounted for as an equity-method investment within the Gas & NGL Marketing Services segment. Cogentrix owns interests in 11 natural gas power plants.
Rimrock Asset Purchase
On January 31, 2025, Williams purchased a group of natural gas gathering and processing assets from Rimrock Energy Partners, LLC for approximately $325 million, to expand Williams’ gathering and processing footprint and create operational synergies in the DJ Basin in the West segment.
Expansion Project Updates
Expansion projects placed into service for the current year are described below. Ongoing major expansion projects are discussed later in Company Outlook.
Transmission & Gulf of America
Deepwater Shenandoah Project
In June 2021, Williams reached an agreement with two third parties to provide offshore natural gas gathering and transportation services as well as onshore natural gas processing services. The project expands the existing Gulf of America offshore infrastructure connecting to a third-party offshore lateral pipeline from the Shenandoah platform to Discovery’s existing Keathley Canyon Connector pipeline, adds onshore processing facilities at Larose, Louisiana to handle the expected rich Shenandoah production, and the natural gas liquids are now fractionated and marketed at Discovery’s Paradis plant in Louisiana. This project was placed into service in July 2025.
Texas to Louisiana Energy Pathway
In January 2024, Transco received approval from the FERC for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide firm transportation capacity from receipt points in south Texas to delivery points in Texas and Louisiana. Transco placed the project into service in April 2025. Under the project, Transco provides 364 Mdth/d of new firm transportation service through a combination of increasing capacity, converting interruptible capacity to firm, and utilizing existing capacity.
Southeast Energy Connector
In November 2023, Transco received approval from the FERC for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Mississippi and Alabama to a delivery point in Alabama. Transco placed the project into service in April 2025. The project increases Transco’s capacity by 150 Mdth/d.
Deepwater Whale Project
In August 2021, Williams reached an agreement with two third-parties to provide offshore natural gas gathering and crude oil transportation services as well as onshore natural gas processing services. The project expands its existing Western Gulf of America offshore infrastructure via a 26-mile gas lateral pipeline from the Whale platform to the existing Perdido gas pipeline and adds a new 124-mile oil pipeline from the Whale platform to Williams’ existing junction platform. This project was placed into service in January 2025.
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Management’s Discussion and Analysis (Continued)
West
Louisiana Energy Gateway
In August 2024, Williams began construction activities on new natural gas gathering assets in the Haynesville Shale basin to increase delivery of natural gas to premium markets, including Transco, industrial markets, and growing LNG export demand along the Gulf Coast. This project was placed into service in third-quarter 2025, increasing natural gas gathering capacity by 1.8 Bcf/d.
Company Outlook
Williams’ strategy is to provide a large-scale, reliable, and clean energy infrastructure designed to maximize the opportunities created by the vast supply of natural gas and natural gas products that exists in the United States. Williams accomplishes this by connecting the growing demand for cleaner fuels and feedstocks with our major positions in the premier natural gas and natural gas products supply basins. Williams continues to maintain a strong commitment to safety, environmental stewardship including seeking opportunities for renewable energy ventures, operational excellence, and customer satisfaction. Williams believes that accomplishing these goals will position it to deliver safe, reliable, clean energy services to its customers and an attractive return to shareholders. Williams’ business plan for 2025 includes a continued focus on earnings and cash flow growth.
In 2025, Williams’ operating results are expected to benefit from the continued growth in the Transmission & Gulf of America segment, primarily reflecting the impacts of numerous expansion projects at Transco and the Gulf of America. Additionally, growth in 2025 includes the impact of the Transco rate case and higher gathering and processing results associated with growth in the DJ Basin and the Northeast. Williams also expects increases in Haynesville Shale volumes, including partial year impact of the Louisiana Energy Gateway expansion project and higher expected results from its upstream operations, including the full year impact of the Crowheart Acquisition. Williams also expects to benefit from the recent equity investment in Cogentrix. These increases are partially offset by a modest increase in expenses, lower gas marketing results, and lower expected Eagle Ford results in our West segment related to minimum volume commitment reductions.
Williams seeks to maintain a strong financial position and liquidity, as well as manage a diversified portfolio of safe, clean, and reliable energy infrastructure assets that continue to serve key growth markets and supply basins in the United States. Williams’ growth capital and investment expenditures in 2025 are expected to range from $2.575 billion to $2.875 billion, excluding acquisitions. Growth capital spending in 2025 primarily includes the Socrates Power Innovation project, projects supporting growth in the Haynesville Shale basin (including the Louisiana Energy Gateway expansion project), Transco expansions, all of which are fully contracted with firm transportation agreements, and projects supporting the Northeast G&P business. Williams also expects to invest capital in the development of its upstream oil and gas properties. In addition to growth capital and investment expenditures, Williams also remains committed to projects that maintain its assets for safe and reliable operations, as well as projects that reduce emissions, and meet legal, regulatory, and/or contractual commitments.
Potential risks and obstacles that could impact the execution of Williams’ plan include:
•A global recession, which could result in downturns in financial markets and commodity prices, as well as impact demand for natural gas and related products;
•Opposition to, and regulations affecting, our infrastructure projects, including the risk of delay or denial in permits and approvals needed for our projects;
•Counterparty credit and performance risk;
•Unexpected significant increases in capital expenditures or delays in capital project execution, including increases from inflation or delays caused by supply chain disruptions;
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Management’s Discussion and Analysis (Continued)
•Unexpected changes in customer drilling and production activities, which could negatively impact gathering and processing volumes;
•Lower than anticipated demand for natural gas and natural gas products which could result in lower-than-expected volumes, energy commodity prices, and margins;
•General economic, financial markets, or industry downturns, including increased inflation, interest rates, or tariffs;
•Physical damages to facilities, including damage to offshore facilities by weather-related events;
•Other risks set forth under Part I, Item 1A. Risk Factors. Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 25, 2025, as may be supplemented by disclosure in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10‑Q.
Expansion Projects
Williams’ ongoing major expansion projects include the following:
Transmission & Gulf of America
Overthrust Westbound Compression Expansion
In October 2024, MountainWest received approval from the FERC for the project, which involves an expansion of MountainWest’s existing natural gas transmission system to provide incremental firm transportation capacity from multiple receipt points in Wamsutter, Wyoming to a delivery point in Opal, Wyoming. MountainWest plans to place the project into service as early as the fourth quarter of 2025, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 325 Mdth/d.
Commonwealth Energy Connector
In November 2023, Transco received approval from the FERC for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity in Virginia. Transco plans to place the project into service as early as the fourth quarter of 2025, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 105 Mdth/d.
Alabama Georgia Connector
In March 2024, Transco received approval from the FERC for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Transco’s Station 85 pooling point in Alabama to customers in Georgia. Transco plans to place the project into service as early as the fourth quarter of 2025, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 64 Mdth/d.
Southeast Supply Enhancement
In October 2024, Transco filed a certificate application with the FERC for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Virginia to delivery points in Virginia, North Carolina, South Carolina, Georgia, and Alabama. Transco plans to place the project into service as early as the third quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 1,597 Mdth/d.
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Gillis West
Transco plans to file a prior notice application for the project with the FERC in 2026, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Louisiana to delivery points in Texas. Transco plans to place the project into service as early as the second quarter of 2026, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 115 Mdth/d.
Northeast Supply Enhancement
In May 2025, Transco filed a petition with the FERC for reissuance of the certificate authorization for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Transco’s Compressor Station 195 in Pennsylvania to the Rockaway Delivery Lateral transfer point in New York. Also in May 2025, Transco filed applications with the states of New York, New Jersey, and Pennsylvania for Clean Water Act and related permits for the project. In August 2025, Transco executed precedent agreements with customers subscribing to all of the capacity under the project. Transco plans to place the project into service as early as the fourth quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 400 Mdth⁄d.
Dalton Lateral II
Transco plans to file a certificate application for the project with the FERC in 2026. The project involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Transco’s main line near existing Station 115 to an existing power plant in Georgia. Transco plans to place the project into service as early as the fourth quarter of 2029, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity up to 460 Mdth/d.
Ryckman Creek Loop
NWP plans to file a prior notice application for the project with the FERC in 2025. The project involves an expansion of NWP’s existing natural gas transmission system to provide incremental firm transportation capacity from a receipt point in northeast Oregon (Stanfield) to multiple delivery points in southwest Wyoming. NWP plans to place the project into service as early as the fourth quarter of 2026, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 50 Mdth/d.
Stanfield South
The project involves an expansion of NWP’s existing natural gas transmission system to provide year-round transportation capacity from the Stanfield receipt point in Oregon to multiple delivery points in Idaho. NWP plans to place the project into service as early as the fourth quarter of 2025, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 80 Mdth/d.
Naughton Coal-to-Gas Conversion
The project involves an expansion of NWP’s existing natural gas transmission system to provide year-round transportation capacity to a power plant in southwest Wyoming. NWP plans to place the project into service as early as the second quarter of 2026, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 98 Mdth/d.
Kelso-Beaver Reliability
NWP filed a certificate application for the project with the FERC in February 2025. The Kelso-Beaver Reliability project on NWP’s existing natural gas transmission system will provide year-round transportation capacity to various receipt and delivery points in Oregon. NWP plans to place the project into service during the
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fourth quarter of 2028, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 183 Mdth/d.
Huntingdon Connector
NWP plans to file a prior notice application for the project with the FERC in 2026. The project involves an expansion of NWP’s existing natural gas transmission system that will provide year-round transportation capacity from the Sumas receipt point to various delivery points in Washington. NWP plans to place the project into service during the fourth quarter of 2026, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 78 Mdth/d.
Wild Trail
In May 2025, NWP filed a certificate application with the FERC for the project, which involves an expansion of NWP’s existing natural gas transmission system that will provide year-round transportation capacity from the White River Hub receipt point in western Colorado to various delivery points in southwest Wyoming and southern Colorado. This Wild Trail project is fully subscribed by an affiliate within Williams’ Gas & NGL Marketing Services segment. NWP plans to place the project into service during the fourth quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 83 Mdth/d.
Socrates
Williams has received partial approval and is waiting for full approval from the Ohio Power Siting Board for this Power Innovation project, which involves the construction of the Socrates North and South power generation facilities in New Albany, Ohio. Williams has agreed to invest approximately $1.6 billion to provide committed power generation and associated gas pipeline infrastructure for the project, which is expected to provide a combined 400 megawatts of committed onsite power generation capacity to the customer. The project is backed by a ten-year, primarily fixed-price power purchase agreement, with an option for the customer to extend. Williams plans to place the project into service in the second half of 2026, assuming timely receipt of permits.
West
Haynesville Gathering Expansion
In February 2023, Williams announced its agreement with a third party to facilitate natural gas production growth in the Haynesville Shale basin. Williams is constructing a greenfield gathering system in support of a 26,000-acre dedication. In April 2025, the third party sold a majority of their ownership interest to another party. The system, once completed, will provide natural gas gathering services to both parties who have also agreed to long-term capacity commitments on Williams’ Louisiana Energy Gateway expansion project. This project is expected to go into service in third-quarter 2025.
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Results of Operations
Williams’ Consolidated Overview
The following table and discussion is a summary of Williams’ consolidated results of operations for the three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024, and should be read in conjunction with the results of operations by segment, as discussed in further detail following this consolidated overview discussion.
| Three Months Ended June 30, | Change* | Six Months Ended June 30, | Change* | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions) | (Dollars in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Service revenues | $ | 2,041 | $ | 1,837 | +204 | +11 | % | $ | 4,044 | $ | 3,742 | +302 | +8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Product sales and service revenues – commodity consideration | 704 | 628 | +76 | +12 | % | 1,811 | 1,503 | +308 | +20 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | 36 | (129) | +165 | NM | (26) | (138) | +112 | +81 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 2,781 | 2,336 | 5,829 | 5,107 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Product costs and net processing commodity expenses | 478 | 441 | -37 | -8 | % | 1,121 | 972 | -149 | -15 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating and maintenance expenses | 572 | 522 | -50 | -10 | % | 1,114 | 1,033 | -81 | -8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation, depletion, and amortization expenses | 605 | 540 | -65 | -12 | % | 1,190 | 1,088 | -102 | -9 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | 168 | 164 | -4 | -2 | % | 362 | 350 | -12 | -3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other (income) expense – net | 13 | (27) | -40 | NM | 3 | (44) | -47 | NM | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total costs and expenses | 1,836 | 1,640 | 3,790 | 3,399 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | 945 | 696 | 2,039 | 1,708 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity earnings (losses) | 142 | 147 | -5 | -3 | % | 297 | 284 | +13 | +5 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other investing income (loss) – net | 4 | 18 | -14 | -78 | % | 12 | 42 | -30 | -71 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (350) | (339) | -11 | -3 | % | (699) | (688) | -11 | -2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense) – net | 16 | 33 | -17 | -52 | % | 30 | 64 | -34 | -53 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income (loss) before income taxes | 757 | 555 | 1,679 | 1,410 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: Provision (benefit) for income taxes | 174 | 129 | -45 | -35 | % | 367 | 322 | -45 | -14 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 583 | 426 | 1,312 | 1,088 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | 37 | 25 | -12 | -48 | % | 75 | 55 | -20 | -36 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to The Williams Companies, Inc. | $ | 546 | $ | 401 | +145 | +36 | % | $ | 1,237 | $ | 1,033 | +204 | +20 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
_______
* + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.
Three months ended June 30, 2025 vs. three months ended June 30, 2024
Service revenues increased primarily due to:
•Higher revenues associated with expansion projects and increased transportation and storage rates that became effective March 1, 2025 at the Transmission & Gulf of America segment;
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•Higher volumes from the August 2024 Discovery Acquisition at the Transmission & Gulf of America segment (See Note 3 – Acquisitions and Divestitures), the January 2025 Rimrock Asset Purchase, the Haynesville Shale region at the West segment, and the Northeast JV at the Northeast G&P segment;
•Higher revenues associated with reimbursable expenses primarily in the Northeast G&P segment, which is offset by similar changes in the charges reflected in Operating and maintenance expenses; partially offset by
•Lower revenues in the Eagle Ford Shale region due to lower MVC revenue at the West segment.
The Product sales and service revenues – commodity consideration increase primarily consists of:
•Higher equity NGL sales and commodity consideration revenues associated with equity NGL production activity primarily driven by the Discovery Acquisition at the Transmission & Gulf of America segment;
•Higher product sales from upstream operations primarily related to higher volumes from the November 2024 Crowheart Acquisition at Other (See Note 3 – Acquisitions and Divestitures); partially offset by
•Lower marketing sales activities primarily related to lower NGLs marketing sales prices and lower net natural gas marketing sales activity at the Gas & NGL Marketing Services segment.
As Williams is acting as agent for natural gas marketing customers, its natural gas marketing product sales are presented net of the related costs of those activities within the Gas & NGL Marketing Services segment.
Net gain (loss) from commodity derivatives includes realized and unrealized gains and losses from derivative instruments reflected within Total revenues primarily in the Gas & NGL Marketing Services segment, as well as at Other (see Note 9 – Commodity Derivatives).
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 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.
The Product costs and net processing commodity expenses increase primarily consists of:
•Higher shrink natural gas purchases and commodity consideration costs associated with Williams’ equity NGL production activities primarily due to the Discovery Acquisition at the Transmission & Gulf of America segment; partially offset by
•Lower marketing activities primarily related to lower NGLs marketing purchases at the Gas & NGL Marketing Services segment, including from the Discovery Acquisition.
Operating and maintenance expenses increased primarily due to operating costs of the assets acquired at the Transmission & Gulf of America and West segments, as well as at Other and higher electricity and fuel primarily in the Northeast G&P segment (substantially offset by higher Service revenues discussed above).
Depreciation, depletion, and amortization expenses increased primarily related to the increase in depreciation rates effective March 1, 2025 at the Transmission & Gulf of America segment and assets acquired at the Transmission & Gulf of America and West segments, as well as at Other.
Other (income) expense – net within Operating income (loss) includes an unfavorable change in the amortization of regulatory assets and liabilities at the Transmission & Gulf of America segment.
The unfavorable change in Other investing income (loss) – net includes lower interest income earned on lower cash and cash equivalent balances.
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Interest expense was primarily impacted by Williams’ 2024 and 2025 debt issuances, partially offset by 2024 and 2025 debt retirements (see Note 7 – Debt and Banking Arrangements) and the absence of imputed interest on deferred consideration obligations related to previous acquisitions.
The unfavorable change in Other income (expense) – net below Operating income (loss) includes a decrease in equity AFUDC primarily as a result of the timing of capital projects at Williams’ regulated businesses.
Provision (benefit) for income taxes changed unfavorably primarily due to higher pre-tax income. See Note 6 – Provision (Benefit) for Income Taxes for a discussion of the effective tax rate compared to the federal statutory rate for both periods.
Six months ended June 30, 2025 vs. six months ended June 30, 2024
Service revenues increased primarily due to:
•Higher revenues associated with expansion projects and increased transportation and storage rates that became effective March 1, 2025, at the Transmission & Gulf of America segment;
•Higher volumes from the August 2024 Discovery Acquisition at the Transmission & Gulf of America segment (See Note 3 – Acquisitions and Divestitures), January 2025 Rimrock Asset Purchase at the West segment, and the Northeast JV at the Northeast G&P segment;
•Higher revenues associated with reimbursable expenses primarily in the Northeast G&P segment, which is offset by similar changes in the charges reflected in Operating and maintenance expenses; partially offset by
•Lower revenues in the Eagle Ford Shale region due to lower MVC revenue at the West segment.
The Product sales and service revenues – commodity consideration increase primarily consists of:
•Higher equity NGL sales and commodity consideration revenues associated with equity NGL production activity primarily due to the Discovery Acquisition at the Transmission & Gulf of America segment and higher prices at the West segment;
•Higher marketing sales activities primarily related to higher NGLs marketing sales at the Gas & NGL Marketing Services segment and higher sales prices at the West segment;
•Higher product sales from upstream operations primarily related to higher volumes from the November 2024 Crowheart Acquisition at Other (See Note 3 – Acquisitions and Divestitures).
Net gain (loss) from commodity derivatives includes realized and unrealized gains and losses from derivative instruments reflected within Total revenues primarily in the Gas & NGL Marketing Services segment, as well as at Other (see Note 9 – Commodity Derivatives).
The Product costs and net processing commodity expenses increase primarily consists of:
•Higher marketing activities primarily related to higher NGLs marketing purchases at the Gas & NGL Marketing Services segment;
•Higher shrink natural gas purchases and commodity consideration costs associated with Williams’ equity NGL production activities primarily due to the Discovery Acquisition at the Transmission & Gulf of America segment.
Operating and maintenance expenses increased primarily due to operating costs of the assets acquired at the Transmission & Gulf of America and West segments, as well as at Other and higher electricity and fuel primarily in the Northeast G&P segment (substantially offset by higher Service revenues discussed above).
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Depreciation, depletion, and amortization expenses increased primarily related to the increase in depreciation rates effective March 1, 2025 at the Transmission & Gulf of America segment and assets acquired at the Transmission & Gulf of America and West segments, as well as at Other.
Other (income) expense – net within Operating income (loss) includes an unfavorable change in the amortization of regulatory assets and liabilities and deferral of ARO-related depreciation at the Transmission & Gulf of America segment.
The unfavorable change in Other investing income (loss) – net includes lower interest income earned on lower cash and cash equivalent balances.
Interest expense was primarily impacted by Williams’ 2024 and 2025 debt issuances, partially offset by 2024 and 2025 debt retirements (see Note 7 – Debt and Banking Arrangements) and the absence of imputed interest on deferred consideration obligations related to previous acquisitions.
The unfavorable change in Other income (expense) – net below Operating income (loss) includes a decrease in equity AFUDC primarily as a result of the timing of capital projects at Williams’ regulated businesses.
Provision (benefit) for income taxes changed unfavorably primarily due to higher pre-tax income.
Period-Over-Period Operating Results – Williams’ Segments
Williams’ CODM evaluates segment operating performance based upon Modified EBITDA. Note 11 – Segment Disclosures includes a reconciliation of this non-GAAP measure to Income (loss) before income taxes. Management uses Modified EBITDA because it is an accepted financial indicator used by investors to compare company performance. In addition, management believes that this measure provides investors an enhanced perspective of the operating performance of Williams’ assets. Modified EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP.
Transmission & Gulf of America
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Service revenues | $ | 1,176 | $ | 1,023 | $ | 2,311 | $ | 2,072 | |||||||||||||||||||||
| Product sales and service revenues – commodity consideration (1) | 136 | 45 | 274 | 115 | |||||||||||||||||||||||||
| Net realized gain (loss) from commodity derivatives (1) | — | — | (1) | — | |||||||||||||||||||||||||
| Segment revenues | 1,312 | 1,068 | 2,584 | 2,187 | |||||||||||||||||||||||||
| Product costs and net processing commodity expenses (1) | (119) | (40) | (242) | (101) | |||||||||||||||||||||||||
| Other segment costs and expenses | (339) | (269) | (666) | (544) | |||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | 37 | 49 | 73 | 95 | |||||||||||||||||||||||||
| Transmission & Gulf of America Modified EBITDA | $ | 891 | $ | 808 | $ | 1,749 | $ | 1,637 | |||||||||||||||||||||
| Commodity margins | $ | 17 | $ | 5 | $ | 31 | $ | 14 | |||||||||||||||||||||
_______________
(1)Included as a component of Commodity margins.
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Three months ended June 30, 2025 vs. three months ended June 30, 2024
Transmission & Gulf of America Modified EBITDA increased primarily due to higher Service revenues, partially offset by higher Other segment costs and expenses.
Service revenues increased primarily due to:
•A $76 million increase in Transco’s revenues primarily associated with expansion projects placed in-service, notably Regional Energy Access in August 2024, Southside Reliability Enhancement in November 2024, Texas Louisiana Energy Pathway in April 2025, and Southeast Energy Connector in April 2025; and transportation and storage rate increases effective during the second quarter of 2024 and March 1, 2025;
•A $34 million increase in the Gulf Coast region primarily due to higher gathering and transportation volumes from the Whale expansion project that went in-service in January 2025 and production handling volumes from a new well at Gulfstar One in the Pickerel field;
•A $24 million increase primarily in gathering revenues due to the Williams’ Discovery Acquisition in August 2024 (see Note 3 – Acquisitions and Divestitures);
•A $9 million increase in Gulf Coast Storage’s revenues primarily associated with higher storage rates.
Commodity margins increased primarily due to the Discovery Acquisition.
Other segment costs and expenses increased primarily due to:
•Higher operating expenses and administrative costs including increased operating costs resulting from Williams’ Discovery Acquisition and the absence of a gain associated with MountainWest cash-out sales in 2024;
•Unfavorable change in equity AFUDC primarily as a result of the timing of capital projects at Williams’ regulated businesses;
•Unfavorable change in the amortization of regulatory assets and liabilities at Transco;
•Unfavorable change in the deferral of ARO-related depreciation at Transco.
Proportional Modified EBITDA of equity-method investments decreased primarily due to lower proportional results as Discovery was consolidated.
Six months ended June 30, 2025 vs. six months ended June 30, 2024
Transmission & Gulf of America Modified EBITDA increased primarily due to higher Service revenues, partially offset by higher Other segment costs and expenses.
Service revenues increased primarily due to:
•A $120 million increase in Transco’s revenues primarily associated with expansion projects placed in service, notably Regional Energy Access in August 2024, Southside Reliability Enhancement in November 2024, Texas Louisiana Energy Pathway in April 2025, and Southeast Energy Connector in April 2025; and transportation and storage rate increases effective during the second quarter of 2024 and March 1, 2025;
•A $46 million increase primarily in gathering revenues due to the Discovery Acquisition;
•A $44 million increase in the Gulf Coast region primarily due to higher gathering and transportation volumes from the Whale expansion project that went in-service in January 2025 and production handling
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volumes from a new well at Gulfstar One in the Pickerel field, partially offset by shut-ins for maintenance activities at Devil’s Tower impacting the Taggart and Kodiak fields;
•A $22 million increase in Gulf Coast Storage’s revenues primarily associated with higher storage rates.
Commodity margins increased primarily due to the Discovery Acquisition.
Other segment costs and expenses increased primarily due to:
•Higher operating expenses and administrative costs including increased operating costs resulting from Williams’ Discovery Acquisition, corporate allocations, and employee-related costs; as well as the absence of a gain associated with MountainWest cash-out sales in 2024; partially offset by the absence of acquisition and transition costs related to Williams’ Gulf Coast Storage Acquisition in January 2024 (see Note 3 – Acquisitions and Divestitures);
•Unfavorable change in equity AFUDC primarily as a result of the timing of capital projects at Williams’ regulated businesses;
•Unfavorable change in the amortization of regulatory assets and liabilities at Transco;
•Unfavorable change in the deferral of ARO-related depreciation at Transco.
Proportional Modified EBITDA of equity-method investments decreased primarily due to lower proportional results as Discovery was consolidated.
Northeast G&P
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Service revenues | $ | 497 | $ | 465 | $ | 994 | $ | 944 | |||||||||||||||||||||
| Product sales and service revenues – commodity consideration (1) | 44 | 18 | 102 | 48 | |||||||||||||||||||||||||
| Segment revenues | 541 | 483 | 1,096 | 992 | |||||||||||||||||||||||||
| Product costs and net processing commodity expenses (1) | (38) | (18) | (90) | (37) | |||||||||||||||||||||||||
| Other segment costs and expenses | (156) | (137) | (304) | (280) | |||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | 154 | 153 | 313 | 310 | |||||||||||||||||||||||||
| Northeast G&P Modified EBITDA | $ | 501 | $ | 481 | $ | 1,015 | $ | 985 | |||||||||||||||||||||
| Commodity margins | $ | 6 | $ | — | $ | 12 | $ | 11 | |||||||||||||||||||||
(1)Included as a component of Commodity margins.
Three months ended June 30, 2025 vs. three months ended June 30, 2024
Northeast G&P Modified EBITDA increased primarily due to higher Service revenues, partially offset by higher Other segment costs and expenses.
Service revenues increased primarily due to:
•A $17 million increase in revenues at the Northeast JV primarily related to higher gathering, processing, and fractionation volumes, and higher gathering and processing rates;
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•A $9 million increase in revenues associated with reimbursable expenses, which is offset by similar changes in the charges reflected in Other segment costs and expenses.
Other segment costs and expenses increased primarily due to higher operating expenses, including higher electricity and fuel (substantially offset by higher Service revenues discussed above).
Proportional Modified EBITDA of equity-method investments increased at Appalachia Midstream Investments primarily driven by higher gathering volumes and escalated rates. The increase was partially offset by a decrease at Aux Sable Liquid Products LP due to the sale of Williams’ investment in the third quarter of 2024.
Six months ended June 30, 2025 vs. six months ended June 30, 2024
Northeast G&P Modified EBITDA increased primarily due to higher Service revenues, partially offset by higher Other segment costs and expenses.
Service revenues increased primarily due to:
•A $29 million increase in revenues at the Northeast JV primarily related to higher gathering, processing, and fractionation volumes, and higher gathering and processing rates;
•A $17 million increase in revenues associated with reimbursable expenses, which is offset by similar changes in the charges reflected in Other segment costs and expenses.
Other segment costs and expenses increased primarily due to higher operating expenses, including higher electricity and fuel (substantially offset by higher Service revenues discussed above).
Proportional Modified EBITDA of equity-method investments increased at Blue Racer primarily due to annual rate escalations and at Laurel Mountain Midstream, LLC primarily due to higher commodity-based gathering rates. Additionally, Appalachia Midstream Investments increased primarily driven by escalated gathering rates. The increase was partially offset by a decrease at Aux Sable Liquid Products LP due to the sale of Williams’ investment in the third quarter of 2024.
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West
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Service revenues | $ | 446 | $ | 407 | $ | 884 | $ | 844 | |||||||||||||||||||||
| Product sales and service revenues – commodity consideration (1) | 229 | 209 | 518 | 473 | |||||||||||||||||||||||||
| Net realized gain (loss) from commodity derivatives relating to service revenues | — | 7 | (1) | 10 | |||||||||||||||||||||||||
| Net realized gain (loss) from commodity derivatives relating to product sales (1) | 1 | (2) | — | (5) | |||||||||||||||||||||||||
| Net realized gain (loss) from commodity derivatives | 1 | 5 | (1) | 5 | |||||||||||||||||||||||||
| Segment revenues | 676 | 621 | 1,401 | 1,322 | |||||||||||||||||||||||||
| Product costs and net processing commodity expenses (1) | (201) | (177) | (455) | (426) | |||||||||||||||||||||||||
| Other segment costs and expenses | (166) | (162) | (321) | (312) | |||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | 32 | 36 | 70 | 61 | |||||||||||||||||||||||||
| West Modified EBITDA | $ | 341 | $ | 318 | $ | 695 | $ | 645 | |||||||||||||||||||||
| Commodity margins | $ | 29 | $ | 30 | $ | 63 | $ | 42 | |||||||||||||||||||||
________________
(1) Included as a component of Commodity margins.
Three months ended June 30, 2025 vs. three months ended June 30, 2024
West Modified EBITDA increased primarily due to higher Service revenues.
Service revenues increased primarily due to:
•A $21 million increase in the DJ Basin region primarily associated with the Rimrock Asset Purchase;
•A $15 million increase in the Haynesville Shale region primarily due to higher gathering volumes;
•An $8 million increase in the Wamsutter region associated with higher gathering volumes;
•An $8 million increase in the Barnett Shale region primarily due to higher gathering rates driven by favorable commodity pricing; partially offset by
•A $16 million decrease in the Eagle Ford Shale region primarily due to lower MVC revenue.
Net realized gain (loss) from commodity derivatives relating to service revenues is unfavorable due to the absence of realized hedge positions in second-quarter 2025.
Six months ended June 30, 2025 vs. six months ended June 30, 2024
West Modified EBITDA increased primarily due to higher Service revenues and Commodity margins.
Service revenues increased primarily due to:
•A $30 million increase in the DJ Basin region primarily due to higher gathering volumes associated with the Rimrock Asset Purchase;
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•A $16 million increase in the Haynesville Shale region primarily due to higher gathering volumes;
•A $14 million increase in the Barnett Shale region primarily due to higher gathering rates driven by favorable commodity pricing;
•An $8 million increase in other NGL operations primarily associated with higher fractionation revenue due to higher volumes and higher rates driven by favorable commodity pricing; partially offset by
•A $29 million decrease in the Eagle Ford Shale region primarily due to lower MVC revenue.
Net realized gain (loss) from commodity derivatives relating to service revenues reflects an unfavorable change in settled commodity prices relative to our natural gas hedge positions.
Commodity margins increased $21 million primarily due to $14 million higher margins from equity NGLs associated with higher net realized NGL sales prices and a $10 million increase in marketing margins from increased sales activities associated primarily with higher prices.
Other segment costs and expenses increased primarily due to higher operating expenses associated with the Rimrock Asset Purchase.
Proportional Modified EBITDA of equity-method investments increased primarily due to higher volumes at OPPL.
Gas & NGL Marketing Services
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Product sales (1) | $ | 403 | $ | 423 | $ | 1,142 | $ | 1,010 | |||||||||||||||||||||
| Net realized gain (loss) from commodity derivative instruments (1) | 2 | (33) | (33) | 48 | |||||||||||||||||||||||||
| Net unrealized gain (loss) from commodity derivative instruments | (16) | (99) | (9) | (197) | |||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | (14) | (132) | (42) | (149) | |||||||||||||||||||||||||
| Segment revenues | 389 | 291 | 1,100 | 861 | |||||||||||||||||||||||||
| Product costs (1) | (421) | (387) | (934) | (819) | |||||||||||||||||||||||||
Net unrealized gain (loss) from commodity derivative instruments within Net processing commodity expenses | 12 | (7) | 2 | (4) | |||||||||||||||||||||||||
| Other segment costs and expenses | (18) | (23) | (57) | (63) | |||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | 8 | — | 11 | — | |||||||||||||||||||||||||
| Gas & NGL Marketing Services Modified EBITDA | $ | (30) | $ | (126) | $ | 122 | $ | (25) | |||||||||||||||||||||
| Commodity margins | $ | (16) | $ | 3 | $ | 175 | $ | 239 | |||||||||||||||||||||
(1) Included as a component of Commodity margins.
Three months ended June 30, 2025 vs. three months ended June 30, 2024
Gas & NGL Marketing Services Modified EBITDA increased primarily due to a favorable change in Net unrealized gain (loss) from commodity derivative instruments, partially offset by lower Commodity margins.
Commodity margins decreased $19 million primarily due to an $11 million decrease in natural gas marketing margins, including $27 million of lower natural gas transportation capacity marketing margins due to unfavorable
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Management’s Discussion and Analysis (Continued)
net realized pricing spreads. The decrease in natural gas marketing margins was partially offset by $16 million of higher natural gas storage marketing margins primarily driven by favorable realized derivative gains, partially offset by higher storage fees.
The change in Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and Net processing commodity expenses relates to derivative contracts that are not designated as hedges for accounting purposes. The change from 2024 is primarily due to a change in forward commodity prices relative to hedge positions in 2025 compared to 2024.
Six months ended June 30, 2025 vs. six months ended June 30, 2024
Gas & NGL Marketing Services Modified EBITDA increased primarily due to a favorable change in Net unrealized gain (loss) from commodity derivative instruments, partially offset by lower Commodity margins.
Commodity margins decreased $64 million primarily due to:
•A $49 million decrease in natural gas marketing margins, including $51 million of lower natural gas transportation capacity marketing margins due to unfavorable net realized pricing spreads. The decrease in natural gas marketing margins was partially offset by $2 million of higher natural gas storage marketing margins primarily driven by higher withdrawals in 2025 compared to 2024, partially offset by less favorable realized derivative gains.
•A $15 million decrease in NGL marketing margins including an unfavorable change in net realized gains and losses on sale of inventory in 2025 compared to 2024 driven by an unfavorable change in NGL prices.
Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and Net processing commodity expenses changed from 2024 primarily due to a change in forward commodity prices relative to hedge positions in 2025 compared to 2024.
Proportional Modified EBITDA of equity-method investments increased due to the March 2025 investment in Cogentrix.
Other
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Service revenues | $ | 4 | $ | 4 | $ | 8 | $ | 8 | |||||||||||||||||||||
| Product sales (1) | 137 | 86 | 292 | 194 | |||||||||||||||||||||||||
| Net realized gain (loss) from derivative instruments (1) | 9 | 23 | 7 | 28 | |||||||||||||||||||||||||
| Net unrealized gain (loss) from derivative instruments | 40 | (25) | 11 | (22) | |||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | 49 | (2) | 18 | 6 | |||||||||||||||||||||||||
Net revenues from upstream operations, corporate, and other business activities. | 190 | 88 | 318 | 208 | |||||||||||||||||||||||||
Other costs and expenses | (72) | (41) | (125) | (85) | |||||||||||||||||||||||||
Modified EBITDA from upstream operations, corporate, and other business activities | $ | 118 | $ | 47 | $ | 193 | $ | 123 | |||||||||||||||||||||
| Net realized product sales | $ | 146 | $ | 109 | $ | 299 | $ | 222 | |||||||||||||||||||||
(1) Included as a component of Net realized product sales.
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Management’s Discussion and Analysis (Continued)
Three months ended June 30, 2025 vs. three months ended June 30, 2024
Modified EBITDA from upstream operations, corporate, and other business activities increased primarily due to:
•A $65 million favorable change in Net unrealized gain (loss) from derivative instruments due to a change in forward commodity prices relative to hedge positions;
•A $37 million increase in Net realized product sales from our upstream operations primarily due to higher production volumes associated with Williams’ Wamsutter region production, including the Crowheart Acquisition. The second quarter 2025 also benefited from higher net realized gas prices, which were partially offset by lower net realized oil prices compared to second quarter 2024; partially offset by
•A $31 million unfavorable change in other costs and expenses primarily related to upstream operations, including an increase from the Crowheart Acquisition in November 2024.
Six months ended June 30, 2025 vs. six months ended June 30, 2024
Modified EBITDA from upstream operations, corporate, and other business activities increased primarily due to:
•A $77 million increase in Net realized product sales from upstream operations primarily due to higher production volumes and higher net realized commodity prices associated with Williams’ Wamsutter region production, including the Crowheart Acquisition. The first half of 2025 also benefited from higher net realized commodity prices associated with Williams’ South Mansfield production in the Haynesville Shale region;
•A $33 million favorable change in Net unrealized gain (loss) from derivative instruments due to a change in forward commodity prices relative to hedge positions; partially offset by
•A $40 million unfavorable change in other costs and expenses primarily related to upstream operations, including an increase from the Crowheart Acquisition in November 2024.
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Management’s Discussion and Analysis (Continued)
Transco - Results of Operations
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | $ Change from 2024* | % Change from 2024* | 2024 | |||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Natural gas transportation service revenues | $ | 1,384 | +98 | +8 | % | $ | 1,286 | |||||||||||||||||||
| Natural gas storage service revenues | 118 | +22 | +23 | % | 96 | |||||||||||||||||||||
| Natural gas product sales | 44 | -2 | -4 | % | 46 | |||||||||||||||||||||
| Other service revenues | 15 | +1 | +7 | % | 14 | |||||||||||||||||||||
| Total revenues | 1,561 | 1,442 | ||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||
| Natural gas product costs | 44 | +2 | +4 | % | 46 | |||||||||||||||||||||
| Operating and maintenance expenses | 241 | -3 | -1 | % | 238 | |||||||||||||||||||||
| Selling, general, and administrative expenses | 110 | -7 | -7 | % | 103 | |||||||||||||||||||||
| Depreciation and amortization expenses | 315 | -50 | -19 | % | 265 | |||||||||||||||||||||
| Taxes, other than income taxes | 61 | -4 | -7 | % | 57 | |||||||||||||||||||||
| Other (income) expense – net | 21 | -46 | NM | (25) | ||||||||||||||||||||||
| Total costs and expenses | 792 | 684 | ||||||||||||||||||||||||
| Operating income (loss) | 769 | +11 | +1 | % | 758 | |||||||||||||||||||||
| Interest expense | (162) | -1 | -1 | % | (161) | |||||||||||||||||||||
| Interest income | 15 | -18 | -55 | % | 33 | |||||||||||||||||||||
| Allowance for equity and borrowed funds used during construction (AFUDC) | 15 | -35 | -70 | % | 50 | |||||||||||||||||||||
| Other income (expense) – net | (2) | +1 | +33 | % | (3) | |||||||||||||||||||||
| Net income (loss) | $ | 635 | -42 | -6 | % | $ | 677 | |||||||||||||||||||
_______
* + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.
Six months ended June 30, 2025 vs. six months ended June 30, 2024
Variances due to the changes in natural gas prices and transportation volumes have little impact on revenues because, under our rate design methodology, the majority of overall cost of service is recovered through firm capacity reservation charges in Transco’s transportation rates.
Transco has cash out sales, which settle gas imbalances with shippers. In the course of providing transportation services to customers, Transco may receive different quantities of gas from shippers than the quantities delivered on behalf of those shippers. Additionally, Transco transports gas on various pipeline systems, which may deliver
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Management’s Discussion and Analysis (Continued)
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. Transco’s tariff includes a method whereby the majority of transportation imbalances are settled on a monthly basis through cash out sales or purchases. The cash out sales have no impact on Transco’s operating income.
Revenues increased primarily due to:
•An increase in Natural gas transportation service revenues primarily due to additional capacity from placing the following projects into service:
◦The Regional Energy Access Expansion in August 2024;
◦The Southside Reliability Enhancement in November 2024;
◦The Texas Louisiana Energy Pathway in April 2025; and
◦The Southeast Energy Connector in April 2025.
The increase in Natural gas transportation service revenues is also due to transportation rate increases effective March 1, 2025, partially offset by one less billing day in 2025 and lower electric power costs in 2025. Electric power costs are recovered from our customers through transportation rates and are offset in Operating and maintenance expenses resulting in no net impact on our results of operations;
•An increase in Natural gas storage service revenues primarily due to an increase in rates that became effective during the second quarter of 2024 and an increase in rates that became effective March 1, 2025;
•A decrease in Natural gas product sales due to lower cash-out volumes, partially offset by higher than average cash-out pricing, which directly offsets in Natural gas product costs resulting in no net impact on our results of operations.
Natural gas product costs changed favorably, directly offsetting Natural gas product sales and resulting in no net impact on our results of operations.
Operating and maintenance expenses increased primarily due to higher employee-related costs partially offset by lower electric power costs. Electric power costs are recovered from customers through transportation rates and are offset in Natural gas transportation service revenues resulting in no net impact on results of operations.
Depreciation and amortization expenses increased as a result of an increase in depreciation rates effective March 1, 2025, and due to assets and expansion projects placed into service, partially offset by a decrease in ARO related depreciation (offset in Other income (expense) – net resulting in no net impact on Transco’s results of operations).
Other (income) expense – net changed unfavorably primarily driven by an unfavorable change associated with the deferral of ARO related depreciation (offset in Depreciation and amortization expenses resulting in no net impact on Transco’s results of operations), an unfavorable change in the amortization of ARO regulatory assets, an unfavorable change in the amortization of the regulatory pension liabilities, and an unfavorable change in project feasibility costs.
Interest income decreased due to a decrease in affiliated interest income on our advances to Williams due to a lower note receivable balance during 2025.
Allowance for equity and borrowed funds used during construction (AFUDC) decreased as a result of lower eligible capital expenditures.
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Management’s Discussion and Analysis (Continued)
NWP - Results of Operations
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | $ Change from 2024* | % Change from 2024* | 2024 | |||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Natural gas transportation service revenues | $ | 212 | $ | +3 | +1 | % | $ | 209 | ||||||||||||||||||
| Natural gas storage service revenues | 8 | — | — | % | 8 | |||||||||||||||||||||
| Other service revenues | 4 | -1 | -20 | % | 5 | |||||||||||||||||||||
| Total revenues | 224 | 222 | ||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||
| Operating and maintenance expenses | 45 | — | — | % | 45 | |||||||||||||||||||||
| Selling, general, and administrative expenses | 24 | — | — | % | 24 | |||||||||||||||||||||
| Depreciation and amortization expenses | 59 | -5 | -9 | % | 54 | |||||||||||||||||||||
| Taxes, other than income taxes | 8 | -1 | -14 | % | 7 | |||||||||||||||||||||
| Other (income) expense - net | (10) | +1 | +11 | % | (9) | |||||||||||||||||||||
| Total costs and expenses | 126 | 121 | ||||||||||||||||||||||||
| Operating income (loss) | 98 | -3 | -3 | % | 101 | |||||||||||||||||||||
| Interest expense | (14) | — | — | % | (14) | |||||||||||||||||||||
| Allowance for equity and borrowed funds used during construction (AFUDC) | 4 | — | — | % | 4 | |||||||||||||||||||||
| Other income (expense) – net | 3 | -2 | -40 | % | 5 | |||||||||||||||||||||
| Net income (loss) | $ | 91 | $ | -5 | -5 | % | $ | 96 | ||||||||||||||||||
_______
* + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.
Six months ended June 30, 2025 vs. six months ended June 30, 2024
Variances due to changes in natural gas prices and transportation volumes have little impact on revenues, because under our rate design methodology, the majority of overall cost of service is recovered through firm capacity reservation charges in our transportation rates.
Revenues increased primarily due to:
•An increase in Natural gas transportation service revenues primarily due to a cost recovery surcharge effective April 1, 2025, partially offset by one less billing day in 2025 and a decrease in short-term firm transportation;
•Partially offset by a decrease in Other service revenues from lower park and loan services.
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Management’s Discussion and Analysis (Continued)
Other (income) expense - net changed favorably primarily as a result of projects transferred to capital.
Depreciation and amortization expenses increased due to additional assets placed in service in 2025.
Other income (expense) – net decreased primarily due to a decrease in affiliated interest income on our advances to Williams due to a lower note receivable balance during 2025.
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Management’s Discussion and Analysis (Continued)
Management’s Discussion and Analysis of Financial Condition and Liquidity
Outlook
Williams’ growth capital and investment expenditures in 2025 are expected to range from $2.575 billion to $2.875 billion, excluding acquisitions. Growth capital spending in 2025 primarily includes the Socrates Power Innovation project, projects supporting growth in the Haynesville Shale basin (including the Louisiana Energy Gateway expansion project), Transco expansions, all of which are fully contracted with firm transportation agreements, and projects supporting the Northeast G&P business. Williams also expects to invest capital in the development of its upstream oil and gas properties. In addition to growth capital and investment expenditures, Williams also remains committed to projects that maintain its assets for safe and reliable operations, as well as projects that reduce emissions, and meet legal, regulatory, and/or contractual commitments. Williams intends to fund substantially all planned 2025 capital spending with cash available after paying dividends. Williams retains the flexibility to adjust planned levels of growth capital and investment expenditures in response to changes in economic conditions or business opportunities including the repurchase of its common stock.
During the first six months of 2025, Williams issued $3 billion of long-term debt and retired $750 million of long-term debt (see Note 7 – Debt and Banking Arrangements).
In June 2025, Williams acquired Saber for cash consideration of $47 million and the retention of $113 million of Saber’s debt, which was separately repaid in full within the same month. On January 3, 2025, Williams paid the remaining $100 million of the Gulf Coast Storage Acquisition purchase price obligation (see Note 3 – Acquisitions and Divestitures).
As of June 30, 2025, Williams, including consolidated subsidiaries, has approximately $3.0 billion of long-term debt due within one year. Williams’ potential sources of liquidity available to address these maturities include cash on hand, proceeds from refinancing, the credit facility, or the commercial paper program, as well as proceeds from asset monetizations.
Liquidity
Williams expects to have sufficient liquidity to manage its businesses in 2025 based on forecasted levels of cash flow from operations and other sources of liquidity. Williams’ potential material internal and external sources and uses of liquidity are as follows:
| Sources: | |||||
| Cash and cash equivalents on hand | |||||
| Cash generated from operations | |||||
Distributions from equity-method investees | |||||
Utilization of the credit facility and/or commercial paper program | |||||
| Cash proceeds from issuance of debt and/or equity securities | |||||
| Proceeds from asset monetizations | |||||
| Uses: | |||||
| Working capital requirements | |||||
| Capital and investment expenditures | |||||
| Product costs | |||||
| Gas & NGL Marketing Services payments for transportation and storage capacity and gas supply | |||||
| Other operating costs including human capital expenses | |||||
Quarterly dividends to shareholders | |||||
Repayments of borrowings under the credit facility and/or commercial paper program | |||||
| Debt service payments, including payments of long-term debt | |||||
| Distributions to noncontrolling interests | |||||
| Share repurchase program | |||||
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Management’s Discussion and Analysis (Continued)
As of June 30, 2025, Williams has approximately $25.6 billion of long-term debt due after one year. Potential sources of liquidity available to address these maturities include cash generated from operations, proceeds from refinancing, the credit facility, or the commercial paper program, as well as proceeds from asset monetizations.
Potential risks associated with Williams’ planned levels of liquidity discussed above include those previously discussed in Company Outlook.
As of June 30, 2025, Williams had a working capital deficit of $2.791 billion, including cash and cash equivalents and long-term debt due within one year. Williams’ available liquidity is as follows:
| June 30, 2025 | ||||||||
| (Millions) | ||||||||
| Cash and cash equivalents | $ | 903 | ||||||
Capacity available under Williams’ $3.75 billion credit facility, less amounts outstanding under Williams’ $3.5 billion commercial paper program (1) | 3,750 | |||||||
| $ | 4,653 | |||||||
__________
(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 its commercial paper program. Williams had no Commercial paper outstanding as of June 30, 2025. Through June 30, 2025, the highest amount outstanding under the commercial paper program and credit facility during 2025 was $475 million. Williams expects to be in compliance with the financial covenants associated with the credit facility for the June 30, 2025, reporting period.
Dividends
Williams increased the regular quarterly cash dividend to common stockholders from $0.475 per share paid in each quarter of 2024, to $0.50 per share paid in March and June 2025.
Distributions from Equity-Method Investees
The organizational documents of entities in which Williams has an equity-method investment generally require periodic distributions of their available cash to their members. In each case, available cash is reduced, in part, by reserves appropriate for operating their respective businesses.
Credit Ratings
The interest rates at which Williams is able to borrow money are impacted by its credit ratings, which are currently as follows:
| Rating Agency | Outlook | Senior Unsecured Debt Rating | ||||||||||||
| S&P Global Ratings | Stable | BBB+ | ||||||||||||
| Moody’s Investors Service | Positive | Baa2 | ||||||||||||
| Fitch Ratings | Positive | BBB | ||||||||||||
In April 2025 Moody’s Investors Service changed its Outlook from Stable to Positive. In March 2025 S&P Global Ratings changed its Senior Unsecured Debt Rating to BBB+ with Stable Outlook. In January 2025, Fitch Ratings changed its Outlook from Stable to Positive.
These credit ratings are included for informational purposes and are not recommendations to buy, sell, or hold Williams securities, and each rating should be evaluated independently of any other rating. No assurance can be given that the credit rating agencies will continue to assign Williams investment-grade ratings even if it meets or exceeds their current criteria for investment-grade ratios. A downgrade of its credit ratings might increase Williams’
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Management’s Discussion and Analysis (Continued)
future cost of borrowing and, if ratings were to fall below investment-grade, could require it to provide additional collateral to third parties, negatively impacting Williams’ available liquidity.
Sources (Uses) of Cash
The following table summarizes the sources (uses) of cash and cash equivalents for each of the periods presented in the Williams Consolidated Statement of Cash Flows:
| Cash Flow | Six Months Ended June 30, | ||||||||||||||||||||||
| Category | 2025 | 2024 | |||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Sources of cash and cash equivalents: | |||||||||||||||||||||||
Proceeds from long-term debt (Note 7) | Financing | $ | 2,994 | $ | 2,100 | ||||||||||||||||||
| Net cash provided (used) by operating activities | Operating | 2,883 | 2,513 | ||||||||||||||||||||
| Uses of cash and cash equivalents: | |||||||||||||||||||||||
| Capital expenditures | Investing | (1,984) | (1,123) | ||||||||||||||||||||
Payments of long-term debt | Financing | (975) | (2,274) | ||||||||||||||||||||
| Common dividends paid | Financing | (1,221) | (1,158) | ||||||||||||||||||||
| Purchases of and contributions to equity-method investments | Investing | (179) | (82) | ||||||||||||||||||||
| Proceeds from (payments of) commercial paper – net | Financing | (454) | (95) | ||||||||||||||||||||
| Dividends and distributions paid to noncontrolling interests | Financing | (131) | (130) | ||||||||||||||||||||
Purchases of businesses, net of cash acquired (Note 3) | Investing | (1) | (1,844) | ||||||||||||||||||||
| Other sources / (uses) – net | Financing and Investing | (89) | (2) | ||||||||||||||||||||
| Increase (decrease) in cash and cash equivalents | $ | 843 | $ | (2,095) | |||||||||||||||||||
Operating activities
The factors that determine Williams’ operating activities are largely the same as those that affect Net income (loss), with the exception of noncash items such as Depreciation, depletion, and amortization, Provision (benefit) for deferred income taxes, Equity (earnings) losses, Net unrealized (gain) loss from commodity derivative instruments , Inventory write-downs, and Amortization of stock-based awards.
Williams’ Net cash provided (used) by operating activities for the six months ended June 30, 2025, increased from the same period in 2024, primarily due to favorable changes in margin requirements and net operating working capital, as well as higher operating income (excluding non-cash items previously discussed).
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Williams’ current interest rate risk exposure, inclusive of subsidiaries, is related primarily to its debt portfolio. The debt portfolio is primarily comprised of fixed rate debt, which mitigates the impact of fluctuations in interest rates. Any borrowings under the credit facility and any issuances under Williams’ commercial paper program could be at a variable interest rate and could expose it to the risk of increasing interest rates. The maturity of Williams’ long-term debt portfolio is partially influenced by the expected lives of its operating assets. Williams may utilize interest rate derivative instruments to hedge interest rate risk associated with future debt issuances (see Note 7 – Debt and Banking Arrangements).
Commodity Price Risk
Williams is exposed to commodity price risk through its natural gas and NGL marketing activities, including contracts to purchase, sell, transport, and store product. Williams routinely manages this risk with a variety of exchange-traded and OTC energy contracts such as forward contracts, futures contracts, and basis swaps, as well as physical transactions. Although many of the contracts used to manage commodity exposure are derivative instruments, these economic hedges are not designated or do not qualify for hedge accounting treatment.
Williams is also exposed to commodity prices through the upstream business and certain gathering and processing contracts. Williams uses derivative instruments to lock in forward sales prices on a portion of expected future production and to lock in NGL margin on a portion of commodity-exposed gathering and processing volumes. These economic hedges are not designated for hedge accounting treatment.
The fair value measurements and maturities of Williams’ commodity derivative assets (liabilities) at June 30, 2025 were as follows:
| Total Fair Value | Maturity | |||||||||||||||||||||||||
Fair Value Measurements Level (1) | 2025 | 2026 - 2027 | 2028 - 2029+ | |||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||
| Level 1 (2) | $ | (101) | $ | (11) | $ | (67) | $ | (23) | ||||||||||||||||||
| Level 2 | (244) | (20) | (143) | (81) | ||||||||||||||||||||||
| Level 3 | 5 | 6 | (2) | 1 | ||||||||||||||||||||||
Fair value of contracts outstanding at June 30, 2025 | $ | (340) | $ | (25) | $ | (212) | $ | (103) | ||||||||||||||||||
_______________
(1)See Note 8 – Fair Value Measurements and Guarantees for discussion of valuation techniques by level within the fair value hierarchy. See Note 9 – Commodity Derivatives for the amount of change in fair value recognized in Williams’ Consolidated Statement of Income.
(2)Commodity derivative assets and liabilities exclude $269 million of net cash collateral in Level 1.
Value at Risk (VaR)
VaR is the maximum predicted loss in portfolio value over a specified time period that is not expected to be exceeded within a given degree of probability. Williams’ VaR may not be comparable to that of other companies due to differences in the factors used to calculate VaR. Williams’ VaR is determined using parametric models with 95 percent confidence intervals and one-day holding periods, which means that 95 percent of the time, the risk of loss in a day from a portfolio of positions is expected to be less than or equal to the amount of VaR calculated. Williams’ open exposure is managed in accordance with established policies that limit market risk and require daily reporting of predicted financial loss to management. Because Williams generally manages physical gas assets and economically protects its positions by hedging in the futures markets, its open exposure is generally mitigated. Williams employs daily risk testing, using both VaR and stress testing, to evaluate the risk of its positions.
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Williams actively monitors open commodity marketing positions and the resulting VaR and maintains a relatively small risk exposure as total buy volume is close to sell volume, with minimal open natural gas price risk.
The VaR associated with Williams’ integrated natural gas trading operations was $8 million at June 30, 2025 and $4 million at December 31, 2024. Williams had the following VaRs for the period shown:
| Six Months Ended June 30, 2025 | ||||||||||||||
| (Millions) | ||||||||||||||
| Average | $ | 9 | ||||||||||||
| High | $ | 18 | ||||||||||||
| Low | $ | 5 | ||||||||||||
Williams’ non-trading portfolio primarily consists of commodity derivatives that hedge Williams’ upstream business and certain gathering and processing contracts. The VaR associated with these commodity derivatives was $9 million at June 30, 2025 and $8 million at December 31, 2024. Williams had the following VaRs for the period shown:
| Six Months Ended June 30, 2025 | ||||||||||||||
| (Millions) | ||||||||||||||
| Average | $ | 12 | ||||||||||||
| High | $ | 18 | ||||||||||||
| Low | $ | 8 | ||||||||||||
Item 4. Controls and Procedures
Williams
Disclosure Controls and Procedures
Williams’ management, including the Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act) (Disclosure Controls) or internal control over financial reporting (Internal Controls) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Williams monitors the Disclosure Controls and Internal Controls and makes modifications as necessary; Williams’ intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of Williams’ Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the
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participation of management, including the Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.
Williams purchased Rimrock as part of the Rimrock Asset Purchase on January 31, 2025. Rimrock’s total revenues constituted approximately 1 percent of total revenues as shown in Williams’ consolidated financial statements for the six months ended June 30, 2025. Rimrock’s total assets constituted approximately 1 percent of total assets as shown in Williams’ consolidated financial statements at June 30, 2025. As disclosed in Note 3 – Acquisitions and Divestitures, Williams acquired Crowheart on November 1, 2024, and its total revenues constituted approximately 1 percent of total revenues as shown in Williams’ consolidated financial statements for the six months ended June 30, 2025. Crowheart’s total assets constituted approximately 1 percent of total assets as shown in Williams’ consolidated financial statements at June 30, 2025. Williams has excluded Rimrock’s and Crowheart’s disclosure controls and procedures that are subsumed by their internal control over financial reporting from the scope of management’s assessment of the effectiveness of Williams’ disclosure controls and procedures. This exclusion is in accordance with the guidance issued by the Staff of the Securities and Exchange Commission that an assessment of recent business combinations may be omitted from management’s assessment of internal control over financial reporting for 1 year following the acquisition.
Changes in Internal Control Over Financial Reporting
There have been no changes during the second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, Williams’ Internal Control over Financial Reporting.
Transco
Disclosure Controls and Procedures
Transco’s management, including the Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act) (Disclosure Controls) or internal control over financial reporting (Internal Controls) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of 2 or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Transco monitors the Disclosure Controls and Internal Controls and makes modifications as necessary; Transco’s intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of Transco’s Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of management, including the Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.
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Changes in Internal Control Over Financial Reporting
There have been no changes during the second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, Transco’s Internal Control over Financial Reporting.
NWP
Disclosure Controls and Procedures
NWP’s management, including the Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act) (Disclosure Controls) or internal control over financial reporting (Internal Controls) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. NWP monitors the Disclosure Controls and Internal Controls and makes modifications as necessary; NWP’s intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of NWP’s Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of management, including the Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes during the second quarter of 2025 that have materially affected, or are reasonably likely to materially affect, NWP’s Internal Control over Financial Reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Environmental
Certain reportable legal proceedings involving governmental authorities under federal, state, and local laws regulating the discharge of materials into the environment are described below. While it is not possible for Williams to predict the final outcome of the proceedings that are still pending, it does not anticipate a material effect on its consolidated financial position if it received an unfavorable outcome in any one or more of such proceedings. Williams’ threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.
Other environmental matters called for by this Item are described under the caption “Environmental Matters” in Note 10 – Contingencies included under Part I, Item 1 Financial Statements of this report, which information is incorporated by reference into this Item.
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Other Litigation
The additional information called for by this Item is provided in Note 10 – Contingencies included under Part I, Item 1 Financial Statements of this report, which information is incorporated by reference into this Item.
Item 1A. Risk Factors
Part I, Item 1A. Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 25, 2025, includes risk factors that could materially affect Williams’, Transco’s, and NWP’s businesses, financial condition, or future results. Those Risk Factors have not materially changed.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
In September 2021, Williams’ Board of Directors authorized a share repurchase program with a maximum dollar limit of $1.5 billion. Repurchases may be made from time to time in the open market, by block purchases, in privately negotiated transactions, or in such other manner as determined by management. Williams will also determine the timing and amount of any repurchases based on market conditions and other factors. The share repurchase program does not obligate Williams to acquire any particular amount of common stock, and it may be suspended or discontinued at any time. This share repurchase program does not have an expiration date. Williams’ purchases of its equity securities are as follows:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| April 1 - April 30, 2025 | — | $ | — | — | $ | 1,360,938,325 | ||||||||||||||||||||
| May 1 - May 31, 2025 | — | $ | — | — | $ | 1,360,938,325 | ||||||||||||||||||||
| June 1 - June 30, 2025 | — | $ | — | — | $ | 1,360,938,325 | ||||||||||||||||||||
| Total | — | — | ||||||||||||||||||||||||
Item 5. Other Information
During the three months ended June 30, 2025, no director or officer of Williams adopted terminated
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Item 6. Exhibits
Williams
| Exhibit No. | Description | |||||||||||||
| 3.1 | — | Amended and Restated Certificate of Incorporation (filed on May 26, 2010, as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). | ||||||||||||
| 3.2 | — | Certificate of Designations of Series B Preferred Stock of The Williams Companies, Inc. (filed on July 17, 2018 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). | ||||||||||||
| 3.3 | — | Certificate of Amendment dated August 10, 2018 (filed on August 10, 2018 as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). | ||||||||||||
| 3.4 | — | By-laws of The Williams Companies, Inc., as last amended effective October 25, 2022 (filed on October 31, 2022, as Exhibit 3.4 to The Williams Companies, Inc.’s current report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). | ||||||||||||
| 31.1* | — | Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S‑K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||
| 31.2* | — | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||
| 32.1** | — | Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||||
| 101.INS* | — | XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document. | ||||||||||||
| 101.SCH* | — | XBRL Taxonomy Extension Schema. | ||||||||||||
| 101.CAL* | — | XBRL Taxonomy Extension Calculation Linkbase. | ||||||||||||
| 101.DEF* | — | XBRL Taxonomy Extension Definition Linkbase. | ||||||||||||
| 101.LAB* | — | XBRL Taxonomy Extension Label Linkbase. | ||||||||||||
| 101.PRE* | — | XBRL Taxonomy Extension Presentation Linkbase. | ||||||||||||
| 104* | — | Cover Page Interactive Data File. The cover page Interactive Data File does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). | ||||||||||||
* Filed herewith.
** Furnished herewith.
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Transco
The following instruments are included as exhibits to this report.
Exhibit No. | Description | |||||||
| 2 | Certificate of Conversion of Transcontinental Gas Pipeline Company, LLC dated December 22, 2008 and effective December 31, 2008 (filed on February 24, 2011 as Exhibit 2.1 to Transcontinental Gas Pipe Line Company, LLC’s annual report on Form 10-K (File No. 001-07584) and incorporated herein by reference). | |||||||
| 3.5 | Certificate of Formation of Transcontinental Gas Pipe Line Company, LLC dated December 22, 2008 and effective December 31, 2008 (filed on February 24, 2011 as Exhibit 3.1 to Transcontinental Gas Pipe Line Company, LLC’s annual report on Form 10-K (File No. 001-07584) and incorporated herein by reference). | |||||||
| 3.6 | Amended and Restated Operating Agreement of Transcontinental Gas Pipe Line Company, LLC dated February 17, 2010 (filed on October 28, 2010 as Exhibit 3.2 to Transcontinental Gas Pipe Line Company, LLC’s quarterly report on Form 10-Q (File No. 001-07584) and incorporated herein by reference). | |||||||
| 31.3* | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.4* | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.2** | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS* | XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||||||
| 101.SCH* | XBRL Taxonomy Extension Schema. | |||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase. | |||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase. | |||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase. | |||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase. | |||||||
| 104* | Cover Page Interactive Data File. The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). | |||||||
| * | Filed herewith. | ||||
| ** | Furnished herewith. | ||||
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NWP
The following instruments are included as exhibits to this report.
Exhibit No. | Description | |||||||
| 2 | Certificate of Conversion of Northwest Pipeline GP (filed July 3, 2013 as Exhibit 2.1 to Transcontinental Gas Pipeline Company, LLC and Northwest Pipeline LLC current report on Form 8-K (File No. 001-07414) and incorporated herein by reference). | |||||||
3.7 | Certificate of Formation of Northwest Pipeline LLC (filed July 3, 2013 as Exhibit 2.2 to Transcontinental Gas Pipeline Company, LLC and Northwest Pipeline LLC current report on Form 8-K (File No. 001-07414) and incorporated herein by reference). | |||||||
3.8 | Operating Agreement of Northwest Pipeline LLC (filed July 3, 2013 as Exhibit 3.1 to Transcontinental Gas Pipeline Company, LLC and Northwest Pipeline LLC current report on Form 8-K (File No. 001-07414) and incorporated herein by reference). | |||||||
| 31.5* | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. | |||||||
| 31.6* | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. | |||||||
| 32.3** | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS* | XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||||||
| 101.SCH* | XBRL Taxonomy Extension Schema. | |||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase. | |||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase. | |||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase. | |||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase. | |||||||
| 104* | Cover Page Interactive Data File. The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). | |||||||
| * | Filed herewith. | ||||
| ** | Furnished herewith. | ||||
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The Williams Companies, Inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE WILLIAMS COMPANIES, INC. | |||||
| (Registrant) | |||||
| /s/ Mary A. Hausman | |||||
| Mary A. Hausman | |||||
| Vice President, Chief Accounting Officer and Controller (Duly Authorized Officer and Principal Accounting Officer) | |||||
August 4, 2025
86
Transcontinental Gas Pipe Line Company, LLC
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC | |||||
| (Registrant) | |||||
| /s/ Billeigh W. Mark | |||||
| Billeigh W. Mark | |||||
| Controller (Principal Accounting Officer) | |||||
August 4, 2025
87
Northwest Pipeline LLC
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NORTHWEST PIPELINE LLC | |||||
| (Registrant) | |||||
| /s/ Billeigh W. Mark | |||||
| Billeigh W. Mark | |||||
| Controller (Principal Accounting Officer) | |||||
August 4, 2025
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Source:
FAQ
How much will ETWO shareholders receive per share?
Each Class A, B-1 and vested B-2 share is converted into $3.30 cash.
When will ETWO cease trading on the NYSE?
Trading was halted August 4 2025; delisting becomes effective 10 days after NYSE files Form 25.
What happens to E2open public warrants?
Warrants now entitle holders to buy the $3.30 cash price; strike drops to $3.2947 until September 3 2025, then unexercised warrants are cancelled.
Is E2open still required to file SEC reports?
The company intends to file Form 15 after delisting, ending its reporting obligations under Sections 13 and 15(d).
Was E2open鈥檚 debt repaid at closing?
Yes. The Borrower repaid all loans and terminated commitments under the 2021 Credit Agreement concurrent with the merger.
Williams
NYSE:WMB
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[144] Williams Companies Inc. SEC Filing
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73.59B
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Oil & Gas Midstream
Natural Gas Transmission
United States
TULSA