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What changed in Williams Companies's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Williams Companies's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+736 added−628 removedSource: 10-K (2025-02-25) vs 10-K (2024-02-21)

Top changes in Williams Companies's 2024 10-K

736 paragraphs added · 628 removed · 535 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

163 edited+51 added−30 removed9 unchanged
Biggest changeIn addition to providing gas supply to power generation in north Texas, these assets also provide storage services for Permian gas directed toward growing Gulf Coast LNG demand. 11 Gas Gathering, Transportation, Processing, and Treating Assets The following tables summarize the significant operated assets of this segment: Offshore Natural Gas Pipelines Location Pipeline Miles Inlet Capacity (Bcf/d) Ownership Interest Supply Basins Consolidated: Canyon Chief, including Blind Faith and Gulfstar extensions Deepwater Gulf of Mexico 156 0.5 100% Eastern Gulf of Mexico Norphlet Deepwater Gulf of Mexico 58 0.3 100% Eastern Gulf of Mexico Other Eastern Gulf Offshore shelf and other 46 0.2 100% Eastern Gulf of Mexico Seahawk Deepwater Gulf of Mexico 115 0.4 100% Western Gulf of Mexico Perdido Norte Deepwater Gulf of Mexico 105 0.3 100% Western Gulf of Mexico Other Western Gulf Offshore shelf and other 65 0.3 100% Western Gulf of Mexico Non-consolidated: (1) Discovery Central Gulf of Mexico 594 0.6 60% Central Gulf of Mexico Natural Gas Processing Facilities Location Inlet Capacity (Bcf/d) NGL Production Capacity (Mbbls/d) Ownership Interest Supply Basins Consolidated: Markham Markham, TX 0.5 45 100% Western Gulf of Mexico Mobile Bay Coden, AL 0.7 35 100% Eastern Gulf of Mexico NorTex Jack Co., TX 0.1 13 100% Barnett Shale Non-consolidated: (1) Discovery Larose, LA 0.6 35 60% Central Gulf of Mexico _____________ (1) Includes 100 percent of the statistics associated with our operated equity-method investment Discovery.
Biggest changeNatural Gas Gathering and Processing Assets The following tables summarize the significant owned and operated gathering and processing assets of this segment: Offshore Natural Gas Gathering Pipelines Location Pipeline Miles Inlet Capacity (Bcf/d) Ownership Interest Supply Basins Consolidated: Canyon Chief, including Blind Faith and Gulfstar extensions Deepwater Gulf of America 156 0.5 100% Eastern Gulf of America Norphlet Deepwater Gulf of America 58 0.3 100% Eastern Gulf of America Other Eastern Gulf Offshore shelf and other 46 0.2 100% Eastern Gulf of America Seahawk Deepwater Gulf of America 115 0.4 100% Western Gulf of America Perdido Norte Deepwater Gulf of America 105 0.3 100% Western Gulf of America Whale Deepwater Gulf of America 26 0.2 100% Western Gulf of America Other Western Gulf Offshore shelf and other 53 0.2 100% Western Gulf of America Discovery Central Gulf of America 594 0.6 100% Central Gulf of America 11 Natural Gas Processing Facilities Location Inlet Capacity (Bcf/d) NGL Production Capacity (Mbbls/d) Ownership Interest Supply Basins Consolidated: Markham Markham, TX 0.5 45 100% Western Gulf of America Mobile Bay Coden, AL 0.7 35 100% Eastern Gulf of America Discovery Larose, LA 0.6 35 100% Central Gulf of America Crude Oil Transportation and Production Handling Assets In addition to Williams’ natural gas assets, Williams owns and operates four deepwater crude oil pipelines and owns and operates production platforms serving the deepwater in the Gulf of America.
Future demand for natural gas within the power sector could be increased by growing power demand and by regulations limiting or discouraging coal use in power generation. Conversely, natural gas demand could be adversely affected by laws mandating or encouraging solar and wind power sources or restricting the use of natural gas.
Future demand for natural gas within the power sector could be increased by growing power demand and by regulations limiting or discouraging coal use in power generation. Conversely, natural gas demand could be adversely affected by laws mandating or encouraging solar and wind power sources or restricting the use of natural gas in power generation.
Materials could be released into the environment in several ways including, but not limited to: • Leakage from gathering systems, underground gas storage caverns, pipelines, processing or treating facilities, transportation facilities, and storage tanks; • Damage to facilities resulting from accidents during normal operations; • Damages to onshore and offshore equipment and facilities resulting from storm events or natural disasters; • Blowouts, cratering, and explosions.
Materials could be released into the environment in several ways including, but not limited to: • Leakage from gathering systems, underground gas storage caverns, pipelines, processing or treating facilities, transportation facilities, and storage tanks; • Damage to facilities resulting from accidents during normal operations; 22 • Damages to onshore and offshore equipment and facilities resulting from storm events or natural disasters; • Blowouts, cratering, and explosions.
Certain contracts include cost of service mechanisms that are designed to support a return on invested capital and allow our gathering rates to be adjusted, subject to specified caps in certain cases, to account for variability in volume, capital expenditures, commodity price fluctuations, compression, and other expenses.
Certain contracts include cost-of-service mechanisms that are designed to support a return on invested capital and allow gathering rates to be adjusted, subject to specified caps in certain cases, to account for variability in volume, capital expenditures, commodity price fluctuations, compression, and other expenses.
Our NGL marketing business transports and markets our equity NGLs from the production at our processing plants, NGLs from the production at our upstream properties, and also NGLs on behalf of third-party NGL producers, including some of our fee-based processing customers, as well as the NGL volumes owned by certain of our equity-method investments.
Williams’ NGL marketing business transports and markets equity NGLs from the production at Williams’ processing plants, NGLs from the production at Williams’ upstream properties, and also NGLs on behalf of third-party NGL producers, including some of our fee-based processing customers, as well as the NGL volumes owned by certain of Williams’ equity-method investments.
However, the unrealized fair value measurement gains and losses are generally offset by 8 valuation changes in the economic value of the underlying production or transportation and storage contracts, which is not recognized until the underlying transaction occurs.
However, the unrealized fair value measurement gains and losses are generally offset by valuation changes in the economic value of the underlying production or transportation and storage contracts, which is not recognized until the underlying transaction occurs.
For additional information regarding the potential impact of federal, state, tribal, or local regulatory measures on our business and specific environmental issues, please refer to Part 1, Item 1A.
For additional information regarding the potential impact of federal, state, tribal, or local regulatory measures on business and specific environmental issues, please refer to Part 1, Item 1A.
Our gathering and processing agreements are generally long-term agreements that may include acreage dedication. Competition for natural gas volumes is primarily based on reputation, flexibility of commercial terms (including but not limited to fees charged, products retained, volume commitments), available capacity, array and quality of services provided, as well as efficiency, reliability, and safety of services.
Williams’ gathering and processing agreements are generally long-term agreements that may include acreage dedication. Competition for natural gas volumes is primarily based on reputation, flexibility of commercial terms (including but not limited to fees charged, products retained, volume commitments), available capacity, array and quality of services provided, as well as efficiency, reliability, and safety of services.
For example, the Texas Railroad Commission has the authority to regulate the terms of service for our intrastate natural gas gathering business in Texas. Although the applicable state regulations vary widely, they generally require that pipeline rates and practices be reasonable and nondiscriminatory, and may include provisions covering marketing, pricing, pollution, environment, and human health and safety.
For example, the Texas Railroad Commission has the authority to regulate the terms of service for Williams’ intrastate natural gas gathering business in Texas. Although the applicable state regulations vary widely, they generally require that pipeline rates and practices be reasonable and nondiscriminatory, and may include provisions covering marketing, pricing, pollution, environment, and human health and safety.
Blue Racer is a joint venture to own, operate, develop, and acquire midstream assets in the Utica Shale and certain adjacent areas in the Marcellus Shale. Blue Racer’s assets include 616 miles of gathering pipelines and the Natrium complex in Marshall County, West Virginia, with a cryogenic processing capacity of 800 MMcf/d and fractionation capacity of approximately 134 Mbbls/d.
Blue Racer is a joint venture to own, operate, develop, and acquire midstream assets in the Utica Shale and certain adjacent areas in the Marcellus Shale. Blue Racer’s assets include 617 miles of gathering pipelines and the Natrium complex in Marshall County, West Virginia, with a cryogenic processing capacity of 800 MMcf/d and fractionation capacity of approximately 134 Mbbls/d.
Generally, fixed-monthly fees associated with production handling and export revenues are recognized on a units-of-production basis utilizing either contractually determined maximum daily quantities or expected remaining production. CIAC arrangements are recognized on a units of production basis, utilizing expected remaining production. Our crude oil transportation business is supported mostly by major oil producers with long-cycle perspectives.
Generally, fixed-monthly fees associated with production handling and export revenues are recognized on a units-of-production basis utilizing either contractually determined maximum daily quantities or expected remaining production. CIAC arrangements are recognized on a units of production basis, utilizing expected remaining production. Williams’ crude oil transportation business is supported mostly by major oil producers with long-cycle perspectives.
Energy Management and Marketing Services Our Gas & NGL Marketing Services segment competes with national and regional full-service energy providers, producers, and pipeline marketing affiliates or other marketing companies that aggregate commodities with transportation and storage capacity. For additional information regarding competition for our services or otherwise affecting our business, please refer to Part 1, Item 1A.
Energy Management and Marketing Services Williams’ Gas & NGL Marketing Services segment competes with national and regional full-service energy providers, producers, and pipeline marketing affiliates or other marketing companies that aggregate commodities with transportation and storage capacity. For additional information regarding competition for Williams services or otherwise affecting our business, please refer to Part 1, Item 1A.
Services provided on our interstate natural gas liquids pipelines are subject to regulation under the Interstate Commerce Act by the FERC, which has authority over the terms and conditions of service; rates, including depreciation and amortization policies; and initiation of service. Our intrastate natural gas liquids pipelines providing common carrier service are subject to regulation by various state regulatory agencies.
Services provided on the interstate natural gas liquids pipelines are subject to regulation under the Interstate Commerce Act by the FERC, which has authority over the terms and conditions of service; rates, including depreciation and amortization policies; and initiation of service. Williams’ intrastate natural gas liquids pipelines providing common carrier service are subject to regulation by various state regulatory agencies.
Blue Racer also owns the Berne complex in Monroe County, Ohio, with a cryogenic processing capacity of 400 MMcf/d, and 101 miles of NGL and condensate pipelines connecting Natrium to Berne. Blue Racer provides gathering, processing, and marketing services primarily under percent-of-liquids and fixed-fee agreements.
Blue Racer also owns the Berne complex in Monroe County, Ohio, with a cryogenic processing capacity of 400 MMcf/d, and 102 miles of NGL and condensate pipelines connecting Natrium to Berne. Blue Racer provides gathering, processing, and marketing services primarily under percent-of-liquids and fixed-fee agreements.
Demand for gas gathering and processing services is dependent on producers’ drilling activities, which is impacted by the strength of the economy, commodity prices, and the resulting demand for natural gas by manufacturing and industrial companies and consumers. Our gathering, processing, and treating businesses do not have direct exposure to crude oil prices.
Demand for gas gathering and processing services is dependent on producers’ drilling activities, which is impacted by the strength of the economy, commodity prices, and the resulting demand for natural gas by manufacturing and industrial companies and consumers. Williams’ gathering, processing, and treating businesses do not have direct exposure to crude oil prices.
Transmission & Gulf of Mexico also includes natural gas storage facilities and pipelines providing services in north Texas, Louisiana, and Mississippi. • Northeast G&P is comprised of our 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 our Ohio Valley Midstream LLC (Northeast JV) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal Gas Services, L.L.C.
Transmission & Gulf of America also includes natural gas storage facilities and pipelines providing services in north Texas, Louisiana, and Mississippi. • 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 Ohio Valley Midstream LLC (Northeast JV) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal Gas Services, L.L.C.
However, environmental laws and regulations could affect our business in various ways from time to time, including incurring capital and maintenance expenditures, fines and penalties, and creating the need to seek relief from the FERC for rate increases to recover the costs of certain capital expenditures and operation and maintenance expenses.
However, environmental laws and regulations could affect their business in various ways from time to time, including incurring capital and maintenance expenditures, fines and penalties, and creating the need to seek relief from the FERC for rate increases to recover the costs of certain capital expenditures and operation and maintenance expenses.
Our Diversity and Inclusion Council, which includes members of the executive officer team, organizational and operational leaders, and individual employees, promotes policies, practices, and procedures that support the growth of a high-performing workforce where all individuals can achieve their full potential.
Williams’ Diversity and Inclusion Council, which includes members of the executive officer team, organizational and operational leaders, and individual employees, promotes policies, practices, and procedures that support the growth of a high-performing workforce where all individuals can achieve their full potential.
Discovery’s assets include a 600 MMcf/d cryogenic natural gas processing plant near Larose, Louisiana, a 35 Mbbls/d NGL fractionator plant near Paradis, Louisiana, and a 594-mile offshore natural gas gathering and transportation system in the Gulf of Mexico. Discovery’s mainline has a gathering inlet capacity of 600 MMcf/d.
Discovery’s assets include a 600 MMcf/d cryogenic natural gas processing plant near Larose, Louisiana, a 35 Mbbls/d NGL fractionator plant near Paradis, Louisiana, and a 594-mile offshore natural gas gathering and transportation system in the Gulf of America. Discovery’s mainline has a gathering inlet capacity of 600 MMcf/d.
Typically, natural gas, in its raw form, is not acceptable for transportation in major interstate natural gas pipelines or for commercial use as a fuel. Our treating facilities remove water vapor, carbon dioxide, and other contaminants, and collect condensate.
Typically, natural gas, in its raw form, is not acceptable for transportation in major interstate natural gas pipelines or for commercial use as a fuel. Williams’ treating facilities remove water vapor, carbon dioxide, and other contaminants, and collect condensate.
Our gas and NGL marketing services provide customers with access to diverse sources of supply and to various natural gas demand markets, including the southeastern and gulf coast regions which are the fastest growing natural gas demand regions in the United States.
Williams’ gas and NGL marketing services provide customers with access to diverse sources of supply and to various natural gas demand markets, including the southeastern and Gulf Coast regions which are the fastest growing natural gas demand regions in the United States.
Our interstate natural gas pipelines transport and store natural gas for a broad mix of customers, including local natural gas distribution companies, public utilities, municipalities, direct industrial users, electric power generators, and natural gas marketers and producers. Most of our interstate natural gas transmission businesses are fully 6 contracted under long-term firm reservation contracts with high credit quality customers.
Williams’ interstate natural gas pipelines transport and store natural gas for a broad mix of customers, including local natural gas distribution companies, public utilities, municipalities, direct industrial users, electric power generators, and natural gas marketers and producers. Most of Williams’ interstate natural gas transmission businesses are fully contracted under long-term firm reservation contracts with high credit quality customers.
OPPL is capable of transporting 255 Mbbls/d of NGLs and includes approximately 1,035 miles of NGL pipeline extending from Opal, Wyoming, to the Mid-Continent NGL market center near Conway, Kansas, along with extensions into the Piceance and DJ basins in Colorado and the Bakken Shale in the Williston basin in North Dakota.
OPPL is capable of transporting 245 Mbbls/d of NGLs and includes 1,035 miles of NGL pipeline extending from Opal, Wyoming, to the Mid-Continent NGL market center near Conway, Kansas, along with extensions into the Piceance and DJ basins in Colorado and the Bakken Shale in the Williston basin in North Dakota.
Our processing plants extract the NGLs, which include ethane, primarily used in the petrochemical industry; propane, used for heating, fuel, and also in the petrochemical industry; and, normal butane, isobutane, and natural gasoline, primarily used by the refining industry.
Williams’ processing plants extract the NGLs, which include ethane, primarily used in the petrochemical industry; propane, used for heating, fuel, and also in the petrochemical industry; and, normal butane, isobutane, and natural gasoline, primarily used by the refining industry.
The NGL marketing business bears the risk of price changes in these NGL volumes while they are being transported to final sales delivery points. In order to meet sales contract obligations, we may purchase products in the spot market for resale. We are exposed to commodity price risk.
The NGL marketing business bears the risk of price changes in these NGL volumes while they are being transported to final sales delivery points. In order to meet sales contract obligations, Williams may purchase products in the spot market for resale. Williams is exposed to commodity price risk.
In the third quarter of 2021, we sold 50 percent of the existing wells and wellbore rights in the South Mansfield area of the Haynesville Shale region to a third party operator, in a strategic effort to develop the acreage, thereby enhancing the value of our midstream natural gas infrastructure.
In the third quarter of 2021, Williams sold 50 percent of the existing wells and wellbore rights in the South Mansfield area of the Haynesville Shale region to a third party operator, in a strategic effort to develop the acreage, thereby enhancing the value of Williams midstream natural gas infrastructure.
Gathering and Processing Competition for natural gas gathering, processing, treating, transportation, and storage, as well as NGLs transportation, fractionation, and storage continues to increase as United States production continues to grow. Our midstream services compete with similar facilities that are in close proximity to our assets.
Gathering and Processing Competition for natural gas gathering, processing, treating, transportation, and storage, as well as NGLs transportation, fractionation, and storage continues to increase as United States production continues to grow. Williams’ midstream services compete with similar facilities that are in close proximity to its assets.
Our on-shore natural gas gathering and processing businesses are substantially focused on gas-directed drilling basins rather than crude oil, with a broad diversity of basins and customers served. Declines in crude oil drilling would be expected to result in less associated natural gas production, which could drive more demand for natural gas produced from gas-directed basins we serve.
Williams’ on-shore natural gas gathering and processing businesses are substantially focused on gas-directed drilling basins rather than crude oil, with a broad diversity of basins and customers served. Declines in crude oil drilling would be expected to result in less associated natural gas production, which could drive more demand for natural gas produced from gas-directed basins served.
We face competition from companies of varying size and financial capabilities, including major and independent natural gas midstream providers, private equity firms, and major integrated oil and natural gas companies that gather, transport, process, fractionate, store, and market natural gas and NGLs, as well as some larger exploration and production companies that are choosing to develop midstream services to handle their own natural gas.
Williams faces competition from companies of varying size and financial capabilities, including major and independent natural gas midstream providers, private equity firms, and major integrated oil and natural gas companies that gather, transport, process, fractionate, store, and market natural gas and NGLs, as well as some larger exploration and production companies that are choosing to develop midstream services to handle their own natural gas.
Gas & NGL Marketing Services Our natural gas marketing business provides asset management and the wholesale marketing, trading, storage, and transportation of natural gas for a diverse set of natural gas and electric utilities, municipalities, power generators, and producers and markets natural gas from the production at our upstream properties.
Gas & NGL Marketing Services Williams’ natural gas marketing business provides asset management and the wholesale marketing, trading, storage, and transportation of natural gas for a diverse set of natural gas and electric utilities, municipalities, power generators, and producers and markets natural gas from the production at its upstream properties.
We retained ownership in the undeveloped acreage until a separate acreage earning hurdle was met in the fourth quarter of 2023, at which time remaining undeveloped acreage was conveyed to the third party resulting in the third party owning 75 percent and us owning 25 percent.
Williams retained ownership in the undeveloped acreage until a separate acreage earning hurdle was met in the fourth quarter of 2023, at which time remaining undeveloped acreage was conveyed to the third party resulting in the third party owning 75 percent and Williams owning 25 percent.
We store natural gas for a broad mix of customers, including local natural gas distribution companies, public utilities, municipalities, direct industrial users, electric power generators, and natural gas marketers and producers. Most of these natural gas storage businesses are fully contracted under long-term firm reservation contracts with high credit quality customers.
Williams stores natural gas for a broad mix of customers, including local natural gas distribution companies, public utilities, municipalities, direct industrial users, electric power generators, and natural gas marketers and producers. Most of these natural gas storage businesses are fully contracted under long-term firm reservation contracts with high credit quality customers.
BUSINESS SEGMENTS Consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources, our operations are conducted, managed, and presented in Part I of this Annual Report within the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, West, and Gas & NGL Marketing Services.
Business Segments Consistent with the manner in which Williams’ chief operating decision maker evaluates performance and allocates resources, Williams’ operations are conducted, managed, and presented in Part I of this Annual Report within the following reportable segments: Transmission & Gulf of America, Northeast G&P, West, and Gas & NGL Marketing Services.
The Compensation and Management Development Committee of our Board of Directors oversees executive compensation and equity-based compensation plans and the material risks associated with our compensation 25 program, as well as the oversight elements of human capital management, including diversity and inclusion, and talent development.
The Compensation and Management Development Committee of Williams’ Board of Directors oversees executive compensation and equity-based compensation plans and the material risks associated with the compensation program, as well as the oversight elements of human capital management, including talent development and diversity and inclusion.
Additionally, our gas marketing business moves and optimizes natural gas to markets through transportation and storage agreements on our own strategically positioned assets.
Additionally, Williams’ gas marketing business moves and optimizes natural gas to markets through transportation and storage agreements on Williams’ own strategically positioned assets.
Monthly demand charges incurred for the contracted storage and transportation capacity and payments associated with asset management agreements are substantially indirectly reimbursed by our customers. As we are acting as an agent, our natural gas marketing revenues are presented net of the related costs of those activities.
Monthly demand charges incurred for the contracted storage and transportation capacity and payments associated with asset management agreements are substantially indirectly reimbursed by customers. As Williams is acting as an agent, natural gas marketing revenues are presented net of the related costs of those activities.
Northeast G&P Gas Gathering, Processing, and Treating Assets This segment includes our natural gas gathering, compression, processing, and NGL fractionation businesses in the Marcellus and Utica Shale regions in Pennsylvania, West Virginia, New York, and Ohio. 14 The following tables summarize the significant operated assets of this segment: Natural Gas Gathering Assets Location Pipeline Miles Inlet Capacity (Bcf/d) Ownership Interest Supply Basins Consolidated: Ohio Valley Midstream (1) Ohio, West Virginia, & Pennsylvania 216 0.8 65% Appalachian Utica East Ohio Midstream (1) (2) Ohio 53 0.6 65% Appalachian Susquehanna Supply Hub Pennsylvania & New York 504 4.6 100% Appalachian Cardinal (1) Ohio 429 0.7 66% Appalachian Flint Ohio 100 0.5 100% Appalachian Non-consolidated: (3) Bradford Supply Hub Pennsylvania 753 4.4 66% Appalachian Marcellus South Pennsylvania & West Virginia 296 1.3 68% Appalachian Laurel Mountain Pennsylvania 1,147 0.9 69% Appalachian Blue Racer Ohio & West Virginia 616 2.0 50% Appalachian Natural Gas Processing Facilities Location Inlet Capacity (Bcf/d) NGL Production Capacity (Mbbls/d) Ownership Interest Supply Basins Consolidated: (1) Fort Beeler Marshall Co., WV 0.5 62 65% Appalachian Oak Grove Marshall Co., WV 0.6 75 65% Appalachian Kensington Columbiana Co., OH 0.6 68 65% Appalachian Leesville Carroll Co., OH 0.2 18 65% Appalachian Non-consolidated: (3) Berne Monroe Co., OH 0.4 60 50% Appalachian Natrium Marshall Co., WV 0.8 120 50% Appalachian _____________ (1) Statistics reflect 100 percent of the assets from our 65 percent ownership in our Northeast JV and 66 percent ownership of Cardinal gathering system.
Northeast G&P Natural Gas Gathering and Processing Assets This segment includes Williams’ natural gas gathering, compression, processing, and NGL fractionation businesses in the Marcellus and Utica Shale regions in Pennsylvania, West Virginia, New York, and Ohio. 13 The following tables summarize the significant operated assets of this segment: Natural Gas Gathering Assets Location Pipeline Miles Inlet Capacity (Bcf/d) Ownership Interest Supply Basins Consolidated: Ohio Valley Midstream (1) Ohio, West Virginia, & Pennsylvania 216 0.8 65% Appalachian Utica East Ohio Midstream (1) (2) Ohio 53 0.6 65% Appalachian Susquehanna Supply Hub Pennsylvania & New York 506 4.6 100% Appalachian Cardinal (1) Ohio 429 0.7 66% Appalachian Flint Ohio 100 0.5 100% Appalachian Non-consolidated: (3) Bradford Supply Hub Pennsylvania 754 4.4 66% Appalachian Marcellus South Pennsylvania & West Virginia 296 1.3 68% Appalachian Laurel Mountain Pennsylvania 1,147 0.9 69% Appalachian Blue Racer Ohio & West Virginia 617 2.0 50% Appalachian Natural Gas Processing Facilities Location Inlet Capacity (Bcf/d) NGL Production Capacity (Mbbls/d) Ownership Interest Supply Basins Consolidated: (1) Fort Beeler Marshall Co., WV 0.5 62 65% Appalachian Oak Grove Marshall Co., WV 0.6 75 65% Appalachian Kensington Columbiana Co., OH 0.6 68 65% Appalachian Leesville Carroll Co., OH 0.2 18 65% Appalachian Non-consolidated: (3) Berne Monroe Co., OH 0.4 60 50% Appalachian Natrium Marshall Co., WV 0.8 120 50% Appalachian _____________ (1) Statistics reflect 100 percent of the assets from Williams’ 65 percent ownership in its Northeast JV and 66 percent ownership of Cardinal gathering system.
Our gas marketing business markets natural gas and provides natural gas asset management and wholesale marketing, trading, storage, and transportation for a diverse set of natural gas and electric utilities, municipalities, power generators, and producers, including for our own upstream properties.
Williams’ gas marketing business markets natural gas and provides natural gas asset management and wholesale marketing, trading, storage, and transportation for a diverse set of natural gas and electric utilities, municipalities, power generators, and producers, including for Williams’ upstream properties.
We purchase natural gas for storage when the current market price paid to buy and transport natural gas plus the cost to store and finance the natural gas is less than an estimated, forward market price that can be received in the future, resulting in positive net product sales.
Williams purchases natural gas for storage when the current market price paid to buy and transport natural gas plus the cost to store and finance the natural gas is less than an estimated, forward market price that can be received in the future, resulting in positive net product sales.
Outer Continental Shelf Lands Act Our offshore gas and liquids pipelines located on the outer continental shelf are subject to the Outer Continental Shelf Lands Act, which provides in part that outer continental shelf pipelines “must provide open and nondiscriminatory access to both owner and non-owner shippers.” See Part I, Item 1A.
Outer Continental Shelf Lands Act Williams’ offshore gas and liquids pipelines located on the outer continental shelf, including Transco, are subject to the Outer Continental Shelf Lands Act, which provides in part that outer continental shelf pipelines “must provide open and nondiscriminatory access to both owner and non-owner shippers.” See Part I, Item 1A.
“Risk Factors” — “The operation of our businesses might be adversely affected by regulatory proceedings, changes in government regulations or in their interpretation or implementation, or the introduction of new laws or regulations applicable to our businesses or our customers,” and “The natural gas sales, transportation, and storage operations of our gas pipelines are subject to regulation by the FERC, which could have an adverse impact on their ability to establish transportation and storage rates that would allow them to recover the full cost of operating their respective pipelines and storage assets, including a reasonable rate of return. ” 22 ENVIRONMENTAL MATTERS Our operations are subject to federal environmental laws and regulations as well as the state, local, and tribal laws and regulations adopted by the jurisdictions in which we operate.
“Risk Factors” — “The operation of Williams’, Transco’s, and NWP’s businesses might be adversely affected by regulatory proceedings, changes in government regulations or in their interpretation or implementation, or the introduction of new laws or regulations applicable to Williams’, Transco’s, and NWP’s businesses or customers,” and “The natural gas sales, transportation, and storage operations of Williams’, Transco’s, and NWP’s natural gas pipelines are subject to regulation by the FERC, which could have an adverse impact on their ability to establish transportation and storage rates that would allow them to recover the full cost of operating their respective pipelines and storage assets, including a reasonable rate of return. ” Environmental Matters Williams’ operations, including Transco and NWP, are subject to federal environmental laws and regulations as well as the state, local, and tribal laws and regulations adopted by the jurisdictions in which they operate.
We are generally paid a fee based on the volume of natural gas gathered and/or treated, generally measured in the Btu heating value. In addition, natural gas contains various amounts of NGLs, which generally have a higher value when separated from the natural gas stream.
Williams is generally paid a fee based on the volume of natural gas gathered and/or treated, generally measured in the Btu heating value. In addition, natural gas contains various amounts of NGLs, which generally have a higher value when separated from the natural gas stream.
We also have certain gas gathering and processing agreements with MVC, whereby the customer is obligated to pay a contractually determined fee based on any shortfall between the actual gathered and processed volumes and the MVC for a stated period.
Williams also has certain gas gathering and processing agreements with MVC, whereby the customer is obligated to pay a contractually determined fee based on any shortfall between the actual gathered and processed volumes and the MVC for a stated period.
These natural gas storage assets provide natural gas storage services in interstate commerce under the jurisdiction of the FERC pursuant to the Natural Gas Act or Section 311 of the Natural Gas Policy Act. We are authorized to charge and collect market-based rates for all of the services that these natural gas storage assets provide.
These natural gas storage assets provide natural gas storage services in interstate commerce under the jurisdiction of the FERC pursuant to the Natural Gas Act or Section 311 of the Natural Gas Policy Act. Williams is authorized to charge and collect market-based rates for all of the services that these natural gas storage assets provide.
Commodity-based exchange-traded futures contracts and over-the-counter (OTC) contracts are used to sell natural gas at that future price to substantially protect the natural gas revenues that will ultimately be realized when the stored natural gas is sold. Additionally, we enter into transactions to secure transportation capacity between delivery points in order to serve our customers and various markets.
Commodity-based exchange-traded futures contracts and over-the-counter (OTC) contracts are used to sell natural gas at that future price to substantially protect the natural gas revenues that will ultimately be realized when the stored natural gas is sold. Additionally, Williams enters into transactions to secure transportation capacity between delivery points in order to serve Williams’ customers and various markets.
Further, the amounts for the acquired assets are averaged over the period owned, not over the entire year. (2) Includes 100 percent of the volumes associated with operated equity-method investment RMM prior to acquisition of the remaining 50 percent interest on November 30, 2023.
Further, the amounts for the acquired assets are averaged over the period owned, not over the entire year. (2) Includes 100 percent of the volumes associated with operated equity-method investment RMM prior to acquisition of the remaining 50 percent interest on November 30, 2023. Volumes associated with the RMM assets for 2023 are presented entirely in the Consolidated section.
In addition, we may be liable for environmental damage caused by former owners or operators of our properties. We believe compliance with current environmental laws and regulations will not have a material adverse effect on our capital expenditures, earnings, or current competitive position.
In addition, Williams, Transco, and NWP may be liable for environmental damage caused by former owners or operators of our properties. Williams, Transco, and NWP believe compliance with current environmental laws and regulations will not have a material adverse effect on their capital expenditures, earnings, or current competitive position.
In addition, all of our natural gas marketing derivative activities qualify as held for trading purposes, which requires net presentation in our Consolidated Statement of Income.
In addition, all of Williams’ natural gas marketing derivative activities qualify as held for trading purposes, which requires net presentation in Williams Consolidated Statement of Income.
We experience significant earnings volatility from the fair value accounting required for the derivatives used to hedge a portion of the economic value of the underlying transportation and storage portfolio as well as upstream related production.
Williams experiences significant earnings volatility from the fair value accounting required for the derivatives used to hedge a portion of the economic value of the underlying transportation and storage portfolio as well as upstream related production.
The majority of our volumes in the region are gathered from northern Pennsylvania, southwestern Pennsylvania, and the northwestern panhandle of West Virginia in core areas of the Marcellus Shale. We operate the assets primarily under long-term, 100 percent fixed-fee gathering agreements that include significant acreage dedications. Additionally, some Marcellus South agreements have MVCs.
The majority of Williams’ volumes in the region are gathered from northern Pennsylvania, southwestern Pennsylvania, and the northwestern panhandle of West Virginia in core areas of the Marcellus Shale. Williams operates the assets primarily under long-term, 100 percent fixed-fee gathering agreements that include significant acreage dedications. Additionally, some Marcellus South agreements have MVCs.
These assets include a 50 percent interest in an NGL fractionation facility with capacity of slightly more than 100 Mbbls/d and we own approximately 23 million barrels of NGL storage capacity. We also own a 189-mile NGL pipeline from our fractionator near Conway, Kansas, to an interconnection with a third-party NGL pipeline system in Oklahoma.
These assets include a 50 percent interest in an NGL fractionation facility with capacity of slightly more than 100 Mbbls/d and also approximately 23 million barrels of NGL storage capacity. In addition, Williams owns a 189-mile NGL pipeline from a fractionator near Conway, Kansas, to an interconnection with a third-party NGL pipeline system in Oklahoma.
“Risk Factors” - “ The financial condition of our natural gas transportation and midstream businesses is dependent on the continued availability of natural gas supplies in the supply basins that we access and demand for those supplies in the markets we serve,” “ Our industry is highly competitive and increased competitive pressure could adversely affect our business and operating results ,” and “ We may not be able to replace, extend, or add additional customer contracts or contracted volumes on favorable terms, or at all, which could affect our financial condition, the amount of cash available to pay dividends, and our ability to grow. ” HUMAN CAPITAL RESOURCES We are committed to maintaining a work environment that enables us to attract, develop, and retain a highly skilled and diverse group of talented employees who help promote long-term value creation now and into the clean energy future.
“Risk Factors” - “ The business, operating results, and financial condition of Williams’, Transco’s, and NWP’s natural gas transportation and midstream businesses are dependent on the continued availability of natural gas supplies in the supply basins and demand for those supplies in the markets that they serve,” “ The energy industry is highly competitive, and increased competitive pressure could adversely affect Williams’, Transco’s, and NWP’s businesses and operating results ,” and “ Williams, Transco, and NWP may not be able to replace, extend, or add additional customer contracts or contracted volumes on favorable terms, or at all, as applicable, which could affect Williams’, Transco’s, and NWP’s financial condition and ability to grow, as well as the amount of cash available to Williams to pay dividends. ” Human Capital Resources Williams is committed to maintaining a work environment that enables Williams to attract, develop, and retain a highly skilled and diverse group of talented employees who help promote long-term value creation now and into the clean energy future.
Laurel Mountain has a long-term, dedicated, volumetric-based fee agreement, with exposure to natural gas prices, to gather the anchor customer’s production in the western Pennsylvania area of the Marcellus Shale. Additionally, certain Laurel Mountain agreements have MVCs. Blue Racer We operate and own a 50 percent interest in Blue Racer.
Laurel Mountain has a long-term, dedicated, volumetric-based fee agreement, with exposure to natural gas prices, to gather the anchor customer’s production in the western Pennsylvania area of the Marcellus Shale. Additionally, certain Laurel Mountain agreements have MVCs. Blue Racer Williams operates and owns a 50 percent interest in Blue Racer.
We face competition in a number of our key markets, and we compete with other interstate and intrastate pipelines for deliveries to customers who can take deliveries at multiple points. Natural gas delivered on our system competes with alternative energy sources used to generate electricity such as hydroelectric power, solar, wind, coal, fuel oil, and nuclear.
Williams faces competition in a number of key markets, and competes with other interstate and intrastate pipelines for deliveries to customers who can take deliveries at multiple points. Natural gas delivered on Williams’ system competes with alternative energy sources used to generate electricity such as hydroelectric power, solar, wind, coal, fuel oil, and nuclear.
Additionally, pipeline capacity in many natural gas supply basins is constrained and facing more regulation and opposition causing competition to increase among pipeline companies as they strive to connect those basins to major natural gas demand centers. In our business, we predominately compete with major intrastate and interstate natural gas pipelines.
Additionally, pipeline capacity in many natural gas supply basins is constrained and facing more regulation and opposition causing competition to increase among pipeline companies as they strive to connect those basins to major natural gas demand centers. Williams predominately competes with major intrastate and interstate natural gas pipelines.
West Operating Statistics 2023 2022 2021 (Annual Average Amounts) Consolidated: Gathering volumes (Bcf/d) (1) 6.02 5.19 3.25 Plant inlet natural gas volumes (Bcf/d) 1.54 1.15 1.23 NGL production (Mbbls/d) 91 43 41 NGL equity sales (Mbbls/d) 14 14 16 Non-Consolidated: (2) Gathering volumes (Bcf/d) — 0.29 0.29 Plant inlet natural gas volumes (Bcf/d) — 0.28 0.28 NGL production (Mbbls/d) — 33 29 ________________ (1) Includes volumes for gathering assets acquired in the Trace Acquisition after the purchase on April 29, 2022 as well as volumes for gathering assets acquired in the DJ Basin Acquisitions after the purchase on November 30, 2023.
West Operating Statistics 2024 2023 2022 (Annual Average Amounts) Consolidated: Gathering volumes (Bcf/d) (1) 5.46 6.02 5.19 Plant inlet natural gas volumes (Bcf/d) 1.54 1.54 1.15 NGL production (Mbbls/d) 90 91 43 NGL equity sales (Mbbls/d) 7 14 14 Non-Consolidated: (2) Gathering volumes (Bcf/d) — — 0.29 Plant inlet natural gas volumes (Bcf/d) — — 0.28 NGL production (Mbbls/d) — — 33 ________________ (1) Includes volumes for gathering assets acquired in the Trace Acquisition after the purchase on April 29, 2022 as well as volumes for gathering assets acquired in the DJ Basin Acquisitions after the purchase on November 30, 2023.
Per-unit NGL margins are calculated based on sales of our own equity volumes at the processing plants. For the year ended December 31, 2023, approximately 10 percent of our NGL production volumes were under noncash commodity-based contracts. Generally, our gathering and processing agreements are long-term agreements, with terms ranging from month-to-month to the life of the producing lease.
Per-unit NGL margins are calculated based on sales of these equity volumes at the processing plants. For the year ended December 31, 2024, approximately 5 percent of NGL production volumes were under noncash commodity-based contracts. Generally, Williams’ gathering and processing agreements are long-term agreements, with terms ranging from month-to-month to the life of the producing lease.
Crude Oil Transportation and Production Handling Assets Our crude oil transportation operations, which are primarily presented in our Transmission & Gulf of Mexico segment as described under the heading “Business Segments,” earn revenues primarily from a combination of fixed-monthly fees, contractual fixed or variable fees applied to production volumes, and contributions in aid of construction (CIAC) arrangements.
Crude Oil Transportation and Production Handling Asset s Williams’ crude oil transportation operations, which are primarily presented in the Transmission & Gulf of America segment as described under the heading “Business Segments,” earn revenues primarily from a combination of fixed-monthly fees, contractual fixed or variable fees applied to production volumes, and contributions in aid of 8 construction (CIAC) arrangements.
Key determinants in the FERC ratemaking process include: • Costs of providing service, including depreciation expense; • Allowed rate of return, including the equity component of the capital structure and related income taxes; • Contract and volume throughput assumptions. The allowed rate of return is determined in each rate case.
Key determinants in the ratemaking process are: (1) costs of providing service, including depreciation expense; (2) allowed rate of return, including the equity component of the capital structure and related income taxes; and (3) contract and volume throughput assumptions. The allowed rate of return is determined in each rate case.
(Cardinal) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain Midstream, LLC (Laurel Mountain), a 50 percent equity-method investment in Blue Racer Midstream LLC (Blue Racer), 9 and our equity-method investments with an approximate average 66 percent interest in multiple gas gathering systems in the Marcellus Shale region (Appalachia Midstream Investments). • West is comprised of our 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 which includes RMM, a former 50 percent equity-method investment in which we acquired the remaining ownership interest in November 2023.
(Cardinal) which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain Midstream, LLC (Laurel Mountain), a 50 percent equity-method investment in Blue Racer Midstream LLC (Blue Racer), and Appalachia Midstream 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 which includes RMM, a former 50 percent equity-method investment in which Williams acquired the remaining ownership interest in November 2023.
We were founded in 1908, originally incorporated under the laws of the state of Nevada in 1949 and reincorporated under the laws of the state of Delaware in 1987. Our common stock trades on the New York Stock Exchange under the symbol “WMB.” Our operations are located in the United States.
Williams was founded in 1908, originally incorporated under the laws of the state of Nevada in 1949 and reincorporated under the laws of the state of Delaware in 1987. Its common stock trades on the New York Stock Exchange under the symbol “WMB.” Its operations are located in the United States.
Standalone, Market-Based Rate Natural Gas Storage Assets Our standalone, market-based rate natural gas storage assets are presented in our Transmission & Gulf of Mexico segment as described under the heading “Business Segments” and include our NorTex assets acquired in August 2022 and our Gulf Coast storage assets acquired in January 2024.
Standalone, Market-Based Rate Natural Gas Storage Assets Williams’ standalone, market-based rate natural gas storage assets are presented in the Transmission & Gulf of America segment as described under the heading “Business Segments” and include Williams’ North Texas Assets (NorTex) acquired in August 2022 and Williams’ Gulf Coast storage assets acquired in January 2024.
Laurel Mountain We operate and own a 69 percent interest in a joint venture, Laurel Mountain, which includes a 1,147-mile gathering system in western Pennsylvania with the capacity to gather 0.9 Bcf/d of natural gas.
Laurel Mountain Williams operates and owns a 69 percent interest in a joint venture, Laurel Mountain, which includes a 1,147-mile gathering system in western Pennsylvania with the capacity to gather 0.9 Bcf/d of natural gas.
To manage this volatility, we use various contracts in our marketing and trading activities that generally meet the definition of derivatives. We enter into commodity-related derivatives to hedge exposures to natural gas and NGLs and retain exposure to price changes that can, in a volatile energy market, be material and can adversely affect our results of operations.
To manage this volatility, various contracts are used in the marketing and trading activities that generally meet the definition of derivatives. Williams enters into commodity-related derivatives to hedge exposures to natural gas and NGLs and retain exposure to price changes that can, in a volatile energy market, be material and can adversely affect results of operations.
This segment also includes our NGL storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, a 50 percent equity-method investment in Overland Pass Pipeline Company LLC (OPPL), a 20 percent equity-method investment in Targa Train 7 LLC (Targa Train 7), and a 15 percent equity-method investment in Brazos Permian II, LLC (Brazos Permian II). • Gas & NGL Marketing Services is comprised of our NGL and natural gas marketing and trading operations, which includes risk management and transactions related to the storage and transportation of natural gas and NGLs on strategically positioned assets.
This segment also includes NGL storage facilities, an undivided 50 percent interest in 9 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 NGL and natural gas marketing and trading operations, which includes risk management and transactions related to the storage and transportation of natural gas and NGLs on strategically positioned assets.
It also includes crude oil storage and compression assets. Trace Acquisition On April 29, 2022, we closed on the acquisition of 100 percent of Gemini Arklatex, LLC through which we acquired the Haynesville Shale region gas gathering and related assets of Trace Midstream.
It also includes crude oil storage and compression assets. Trace Acquisition On April 29, 2022, Williams closed on the acquisition of 100 percent of Gemini Arklatex, LLC, through which the gas gathering and related assets of Trace Midstream were acquired.
We make available, free of charge, through the Investors tab of our Internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8‑K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
Williams makes available, free of charge, through the Investors tab of its Internet website its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8‑K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after Williams electronically files such material with, or furnishes it to, the SEC.
We could incur liability to governments or third parties for any unlawful discharge of pollutants into the air, soil, or water, as well as liability for cleanup costs.
Williams, Transco, and NWP could incur liability to governments or third parties for any unlawful discharge of pollutants into the air, soil, or water, as well as liability for cleanup costs.
Diversity & Inclusion We are committed to creating an inclusive culture, where differences are embraced and employees feel valued, welcomed, appreciated, and compelled to reach their full potential. We believe that inclusion fosters innovation, collaboration, and drives business growth and long-term success.
Inclusive Workforce Williams is committed to creating an inclusive culture, where differences are embraced and employees feel valued, welcomed, appreciated, and compelled to reach their full potential. Williams believes that inclusion fosters innovation, collaboration, and drives business growth and long-term success.
The rates are established primarily through the FERC’s ratemaking process, but we also may negotiate rates with our customers pursuant to the terms of our tariffs and FERC policy.
The rates are established primarily through the FERC’s ratemaking process, but rates may also be negotiated with customers pursuant to the terms of tariffs and FERC policy.
Certain Equity-Method Investments Appalachia Midstream Investments Through our Appalachia Midstream Investments, we operate 100 percent of and own an approximate average 66 percent interest in the Bradford Supply Hub gathering system and own an approximate average 68 percent interest in the Marcellus South gathering system, together which consist of approximately 1,049 miles of gathering pipeline in the Marcellus Shale region with the capacity to gather 5,700 MMcf/d of natural gas.
Certain Equity-Method Investments Appalachia Midstream Investments Through the Appalachia Midstream Investments, Williams operates and owns an approximate average 66 percent interest in the Bradford Supply Hub gathering system and owns an approximate average 68 percent interest in the Marcellus South gathering system, together which consist of approximately 1,050 miles of gathering pipeline in the Marcellus Shale region with the capacity to gather 5,700 MMcf/d of natural gas.
“Risk Factors” — “Our operations are subject to environmental laws and regulations, including laws and regulations relating to climate change and greenhouse gas emissions, which may expose us to significant costs, liabilities, and expenditures that could exceed our expectations,” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Environmental” and “Environmental Matters” in Part II, Item 8.
“Risk Factors” — “Williams’, Transco’s, and NWP’s operations are subject to environmental laws and regulations, including laws and regulations relating to climate change and greenhouse gas emissions, which may expose them to significant costs, liabilities, and expenditures that could exceed expectation s ,” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Environmental” and “Environmental Matters” in Part II, Item 8.
Williams’ headquarters are located in Tulsa, Oklahoma, with other major offices in Houston, Texas and Pittsburgh, Pennsylvania.
Williams’ headquarters are located in Tulsa, Oklahoma, with other major offices in Houston, Texas; Pittsburgh, Pennsylvania; and Salt Lake City, Utah.
Our gas processing services generate revenues primarily from the following types of contracts: • Fee-based: We are paid a fee based on the volume of natural gas processed, generally measured in the Btu heating value. A portion of our fee-based processing revenue includes a share of the margins on the NGLs produced.
Williams’ gas processing services generate revenues primarily from the following types of contracts: • Fee-based: A cash fee is received based on the volume of natural gas processed, generally measured in the Btu heating value. A portion of Williams’ fee-based processing revenue includes a share of the margins on the NGLs produced.
Compression facilities at sea level-rated capacity total approximately 2.5 million horsepower. Transco has natural gas storage capacity in four underground storage fields located on or near its pipeline system or market areas and operates two of these storage fields.
Compression facilities at sea level-rated capacity total approximately 2.6 million horsepower. Transco has natural gas storage capacity in four underground storage fields located on or near its pipeline system or market areas and operates two of these storage fields. Transco also has storage capacity in an LNG storage facility that it owns and operates.
Financial Statements and Supplementary Data — Note 17 – Contingencies and Commitments. COMPETITION Our competitive strategy spans all our product and service offerings. We have a narrowed natural gas value chain focus that supports the exceptional reliability and quality services that are valued by our customers.
Financial Statements and Supplementary Data — Note 18 – Contingencies and Commitments. Competition Williams’ competitive strategy spans all of its product and service offerings. Williams has a narrowed natural gas value chain focus that supports the exceptional reliability and quality services that are valued by our customers.
However, we believe our past success in working with regulators and the public, the position of our existing infrastructure, established strategic long-term contracts, and the fact that our pipelines have numerous receipt and delivery points along our systems provide us a competitive advantage, especially along the eastern seaboard and northwestern United States.
However, Williams believes past success in working with regulators and the public, the position of its existing infrastructure, established strategic long-term contracts, and the fact that Williams’ pipelines have numerous receipt and delivery points provide it a competitive advantage, especially along the eastern seaboard and northwestern United States.
These contracts have various expiration dates and account for the major portion of our regulated businesses. Additionally, we offer storage services and interruptible transportation services under shorter-term agreements. Our top ten customers of our interstate natural gas pipelines in 2023 accounted for approximately 47 percent of our regulated interstate natural gas transportation and storage revenues.
These contracts have various expiration dates and account for the major portion of these regulated businesses. Additionally, Williams offers storage services and interruptible transportation services under shorter-term agreements. The top ten customers of the interstate natural gas pipelines in 2024 accounted for approximately 45 percent of Williams’ regulated interstate natural gas transportation and storage revenues.
Northwest Pipeline Northwest Pipeline is an interstate natural gas transmission company that owns and operates an approximately 3,900-mile natural gas pipeline system, which is regulated by the FERC, extending 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 owns and operates an approximately 3,900-mile natural gas pipeline system, extending 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.
Including the defined competencies in our annual performance assessments illustrates our emphasis on, and commitment to, achieving results in the right way. Additionally, we are committed to strengthening the communities where we operate through philanthropic giving and volunteerism.
Including the defined competencies in the annual performance assessments illustrates Williams’ emphasis on, and commitment to, achieving results in the right way. Additionally, Williams is committed to strengthening the communities where we operate through philanthropy and volunteerism.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur ability to replace, extend, or add additional customer or supplier contracts, or increase contracted volumes of natural gas from current producers, on favorable terms, or at all, is subject to a number of factors, some of which are beyond our control, including: • The level of existing and new competition in our businesses or from alternative sources, such as electricity, renewable resources, coal, fuel oils, or nuclear energy; • Natural gas and NGL prices, demand, availability, and margins in our markets.
Biggest changeAlthough many of Williams’, Transco’s, and NWP’s customers and suppliers are subject to long-term contracts, if Williams, Transco, and NWP are unable to replace or extend such contracts, add additional customers, or otherwise increase the contracted volumes of natural gas provided to it by current producers, in each case on favorable terms, if at all, Williams’, Transco’s, and NWP’s businesses, financial condition, results of operations, and cash flows, as well as Williams’ growth plans and the amount of cash available to pay dividends could be materially adversely affected. 36 Williams’, Transco’s, and NWP’s ability to replace, extend, or add additional customer or supplier contracts, or increase contracted volumes of natural gas from current producers, on favorable terms, or at all, is subject to a number of factors, some of which are beyond their control, including: • The level of existing and new competition in Williams’, Transco’s, and NWP’s businesses or from alternative sources, such as electricity, renewable resources, coal, fuel oils, or nuclear energy; • General economic, financial markets, and industry conditions; • The effects of regulation on Williams, Transco, and NWP, their customers, and their contracting practices; • Williams’, Transco’s, and NWP’s ability to understand their customers’ expectations, efficiently and reliably deliver high quality services, and effectively manage customer relationships.
Federal regulation extends to such matters as: • Transportation and sale for resale of natural gas in interstate commerce; 39 • Rates, operating terms, types of services, and conditions of service; • Certification and construction of new interstate pipelines and storage facilities; • Acquisition, extension, disposition, or abandonment of existing interstate pipelines and storage facilities; • Accounts and records; • Depreciation and amortization policies; • Relationships with affiliated companies that are involved in marketing functions of the natural gas business; • Market manipulation in connection with interstate sales, purchases, or transportation of natural gas.
Federal regulation extends to such matters as: • Transportation and sale for resale of natural gas in interstate commerce; • Rates, operating terms, types of services, and conditions of service; • Certification and construction of new interstate pipelines and storage facilities; • Acquisition, extension, disposition, or abandonment of existing interstate pipelines and storage facilities; • Accounts and records; • Depreciation and amortization policies; • Relationships with affiliated companies that are involved in marketing functions of the natural gas business; • Market manipulation in connection with interstate sales, purchases, or transportation of natural gas.
Events such as an aging workforce without appropriate replacements, mismatch of skill sets to future needs, the challenges of attracting new, qualified workers to the midstream energy industry, or unavailability of contract labor may lead to operating challenges such as lack of resources, loss of knowledge, and a lengthy time period associated with skill development, including with the workforce needs associated with projects and ongoing operations.
Events such as an aging workforce without appropriate replacements, mismatch of skill sets to future needs, the challenges of attracting new, qualified workers to the midstream energy industry, or unavailability of contract labor may lead to operating challenges such as lack of resources, loss of knowledge, and a lengthy time period associated 47 with skill development, including with the workforce needs associated with projects and ongoing operations.
Wide fluctuations in prices might result from one or more factors beyond our control, including: • Imbalances in supply and demand whether rising from worldwide or domestic supplies of and demand for natural gas, NGLs, oil, and related commodities; • Geopolitical turmoil in the Middle East, Eastern Europe, and other producing regions; • The activities of OPEC and other countries, whether acting independently of or informally aligned with OPEC, which have significant oil, natural gas or other commodity production capabilities, including Russia; • The level of consumer demand; • The price and availability of other types of fuels or feedstocks; • The availability of pipeline capacity; • Supply disruptions, including plant outages and transportation disruptions; • The price and quantity of foreign imports and domestic exports of natural gas and oil; • Domestic and foreign governmental regulations and taxes; • The credit of participants in the markets where products are bought and sold.
Wide fluctuations in prices might result from one or more factors beyond Williams’ control, including: • Imbalances in supply and demand whether rising from worldwide or domestic supplies of and demand for natural gas, NGLs, oil, and related commodities; • Geopolitical turmoil in the Middle East, Eastern Europe, and other producing regions; • The activities of OPEC and other countries, whether acting independently of or informally aligned with OPEC, which have significant oil, natural gas, or other commodity production capabilities, including Russia; • The level of consumer demand; • The price and availability of other types of fuels or feedstocks; • The availability of pipeline capacity; • Supply disruptions, including plant outages and transportation disruptions; • The price and quantity of foreign imports and domestic exports of natural gas and oil; • Domestic and foreign governmental regulations and taxes; and • The credit of participants in the markets where products are bought and sold.
Substantial costs, liabilities, delays, and other significant issues related to environmental laws and regulations are inherent in the gathering, transportation, storage, processing, and treating of natural gas, fractionation, transportation, and storage of NGLs, and crude oil transportation and production handling as well as waste disposal practices and construction activities.
Substantial costs, liabilities, delays, and other significant issues related to environmental laws and regulations are inherent in the gathering, transportation, storage, processing, and treating of natural gas, fractionation, transportation, and storage of NGLs, and crude oil transportation and production handling as well as waste disposal practices and construction activities, as applicable.
Failure to comply with these laws, regulations, and permits may result in the assessment of administrative, civil and/or criminal penalties, the imposition of remedial obligations, the imposition of stricter conditions on or revocation of permits, the issuance of injunctions limiting or preventing some or all of our operations, and delays or denials in granting permits.
Failure to comply with these laws, regulations, and permits may result in the assessment of administrative, civil and/or criminal penalties, the imposition of remedial obligations, the imposition of stricter conditions on or revocation of permits, the issuance of injunctions limiting or preventing some or all operations, and delays or denials in granting permits.
Regulatory actions by the Environmental Protection Agency or the passage of new climate change laws or regulations could result in increased costs to operate and maintain our facilities, install new emission controls on our facilities, or administer and manage any GHG emissions program.
Regulatory actions by the Environmental Protection Agency or the passage of new climate change laws or regulations could result in increased costs to operate and maintain facilities, install new emission controls on facilities, or administer and manage any GHG emissions program.
Our growth may also be dependent upon the construction of new natural gas gathering, transportation, compression, processing, or treating pipelines and facilities, NGL transportation, or fractionation or storage facilities as well as the expansion of existing facilities.
Growth may also be dependent upon the construction of new natural gas gathering, transportation, compression, processing, or treating pipelines and facilities, NGL transportation, or fractionation or storage facilities as well as the expansion of existing facilities.
Companies that do not adapt to or comply with investor or other stakeholder expectations and standards, which are evolving, or that are perceived to have not responded appropriately to the growing concern for 33 ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.
Companies that do not adapt to or comply with investor or other stakeholder expectations and standards, which are evolving, or that are perceived to have not responded appropriately to the concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage, and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.
Item 1A. Risk Factors FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 The reports, filings, and other public announcements of Williams may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts.
Item 1A. Risk Factors FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 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.
In addition, acts of sabotage or eco-terrorism could cause significant damage or injury to people, property, or the environment or lead to extended interruptions of our operations.
In addition, acts of sabotage or eco-terrorism could cause significant damage or injury to people, property, or the environment or lead to extended interruptions of operations.
Public concern regarding the potential effects of climate change have directed increased attention towards the funding sources of fossil-fuel energy companies. As a result, certain financial institutions, funds, and other sources of capital have restricted or eliminated their investment in certain market segments of fossil-fuel related energy.
Public concern regarding the potential effects of climate change has directed increased attention towards the funding sources of fossil-fuel energy companies. As a result, certain financial institutions, funds, and other sources 44 of capital have restricted or eliminated their investment in certain market segments of fossil-fuel related energy.
Opposition to our operation and expansion can take many forms, including the delay or denial of required governmental permits, organized protests, attempts to block or sabotage our operations, intervention in regulatory or administrative proceedings involving our 30 assets, or lawsuits or other actions designed to prevent, disrupt, or delay the operation or expansion of our assets and business.
Opposition to operation and expansion can take many forms, including the delay or denial of required governmental permits, organized protests, attempts to block or sabotage operations, intervention in regulatory or administrative proceedings involving assets, or lawsuits or other actions designed to prevent, disrupt, or delay the operation or expansion of assets and business.
Breaches in our information technology infrastructure or physical facilities, or other disruptions including those arising from theft, vandalism, fraud, or unethical conduct, which may increase as a result of the Russian invasion of Ukraine or other geopolitical tensions and conflicts, could result in damage to or destruction of our assets, unnecessary waste, safety incidents, damage to the environment, reputational damage, potential liability, the loss of contracts, the imposition of significant costs associated with remediation and litigation, heightened regulatory scrutiny, increased insurance costs, and have a material adverse effect on our operations, financial condition, results of operations, and cash flows.
Breaches in Williams’, Transco’s, and NWP’s information technology infrastructure or physical facilities, or other disruptions including those arising from theft, vandalism, fraud, or unethical conduct, which may increase as a result of the Russian invasion of Ukraine or other geopolitical tensions and conflicts, could result in damage to or destruction of assets, unnecessary waste, safety incidents, damage to the environment, reputational damage, potential liability, the loss of contracts, the imposition of significant costs associated with remediation and litigation, heightened regulatory scrutiny, increased insurance costs, and have a material adverse effect on Williams’, Transco’s, and NWP’s operations, financial condition, results of operations, and cash flows.
Additional risks associated with growing our business include, among others, that: • Changing circumstances and deviations in variables could negatively impact our investment analysis, including our projections of revenues, earnings, and cash flow relating to potential investment targets, resulting in outcomes that are materially different than anticipated; • We could be required to contribute additional capital to support acquired businesses or assets, and we may assume liabilities that were not disclosed to us, that exceed our estimates and for which contractual protections are either unavailable or prove inadequate; • Acquisitions could disrupt our ongoing business, distract management, divert financial and operational resources from existing operations, and make it difficult to maintain our current business standards, controls, and procedures; • Acquisitions and capital projects may require substantial new capital, including the issuance of debt or equity, and we may not be able to access credit or capital markets or obtain acceptable terms.
Additional risks associated with growing the business include, among others, that: • Changing circumstances and deviations in variables could negatively impact the investment analysis, including projections of revenues, earnings, and cash flow relating to potential investment targets, resulting in outcomes that are materially different than anticipated; • Williams, Transco, or NWP could be required to contribute additional capital to support acquired businesses or assets, and Williams, Transco, or NWP may assume liabilities that were not disclosed, exceed estimates and for which contractual protections are either unavailable or prove inadequate; • Acquisitions could disrupt ongoing business, distract management, divert financial and operational resources from existing operations, and make it difficult to maintain current business standards, controls, and procedures; • Acquisitions and capital projects may require substantial new capital, including the issuance of debt or equity, and Williams, Transco, or NWP may not be able to access credit or capital markets or obtain acceptable terms.
If a supplier on which one of our businesses depends were to fail to timely supply required goods and services, such business may not be able to replace such goods and services in a timely manner or otherwise on favorable terms or at all.
If a supplier on which one of the businesses depends were to fail to timely supply required goods and services, such business may not be able to replace such goods and services in a timely manner or otherwise on favorable terms or at all.
In a low commodity price environment, certain of our customers have been or could be negatively impacted, causing them significant economic stress resulting, in some cases, in a customer bankruptcy filing or an effort to renegotiate our contracts.
In a low commodity price environment, certain customers have been or could be negatively impacted, causing them significant economic stress resulting, in some cases, in a customer bankruptcy filing or an effort to renegotiate contracts.
The risks described above or the failure to continue such arrangements could adversely affect our ability to conduct the operations that are the subject of such arrangements which could, in turn, negatively affect our business, growth strategy, financial condition, and results of operations.
The risks described above or the failure to continue such arrangements could adversely affect Williams’ ability to conduct the operations that are the subject of such arrangements which could, in turn, negatively affect Williams’ business, growth strategy, financial condition, and results of operations.
There are operational risks associated with the gathering, transporting, storage, processing, and treating of natural gas, the fractionation, transportation, and storage of NGLs, and crude oil transportation and production handling, including: • Aging infrastructure and mechanical problems; • Damages to pipelines and pipeline blockages or other pipeline interruptions; • Uncontrolled releases of natural gas (including sour gas), NGLs, crude oil, or other products; • Collapse or failure of storage caverns; 34 • Operator error; • Damage caused by third-party activity, such as operation of construction equipment; • Pollution and other environmental risks; • Fires, explosions, craterings, and blowouts; • Security risks, including cybersecurity; • Operating in a marine environment.
There are operational risks and hazards associated with the gathering, transporting, storage, processing, and treating of natural gas, the fractionation, transportation, and storage of NGLs, and crude oil transportation and production handling, including: • Aging infrastructure and mechanical problems; • Damages to pipelines and pipeline blockages or other pipeline interruptions; • Uncontrolled releases of natural gas (including sour gas), NGLs, crude oil, or other products; • Collapse or failure of storage facilities or caverns, as applicable; • Operator error; • Damage caused by third-party activity, such as operation of construction equipment; 39 • Pollution and other environmental risks; • Fires, explosions, craterings, and blowouts; • Security risks, including cybersecurity; • Operating in a marine environment, as applicable.
Additionally, adverse effects upon the oil and gas industry related to the worldwide social and political environments, including uncertainty or instability resulting from climate change, changes in political leadership and environmental policies, changes in geopolitical-social views toward fossil fuels and renewable energy, concern about the environmental impact of climate change, and investors’ expectations regarding ESG matters, may also adversely affect demand for our services.
Additionally, adverse effects upon the oil and gas industry related to the worldwide social and political environments, including uncertainty or instability resulting from climate change, changes in political leadership and environmental policies, changes in geopolitical-social views toward fossil fuels and renewable energy, concern about the environmental impact of climate change, and investors’ expectations regarding ESG matters, may also adversely affect demand for Williams’, Transco’s, and NWP’s services.
Higher prices for energy commodities related to our businesses could result in a decline in the demand for those commodities and, therefore, in customer contracts or throughput on our pipeline systems.
Higher prices for energy commodities related to Williams’ businesses could result in a decline in the demand for those commodities and, therefore, in customer contracts or throughput on the pipeline systems.
In addition, low prices for natural gas, regulatory limitations, including permitting and environmental regulations, or the lack of available capital have, and may continue to, adversely affect the development and production of existing or additional natural gas reserves and the installation of gathering, storage, and pipeline transportation facilities.
In addition, low prices for natural gas, regulatory limitations, including permitting and environmental regulations, or the lack of available capital have, and may continue to, adversely affect the development and production of existing or additional natural gas reserves, the installation of gathering, storage, and pipeline transportation facilities, and the import and export of natural gas suppliers.
Our operating results for certain components of our business might fluctuate on a seasonal basis. Revenues from certain components of our business can have seasonal characteristics. In many parts of the country, demand for natural gas and other fuels peaks during the winter. As a result, our overall operating results in the future might fluctuate substantially on a seasonal basis.
Williams’ operating results for certain components of its business might fluctuate on a seasonal basis. Revenues from certain components of Williams’ business can have seasonal characteristics. In many parts of the country, demand for natural gas and other fuels peaks during the winter. As a result, Williams’ overall operating results in the future might fluctuate substantially on a seasonal basis.
These climate-related changes could damage our physical assets, especially operations located in low-lying areas near coasts and river banks, and facilities situated in hurricane-prone and rain-susceptible regions. To the extent financial markets view climate change and greenhouse gas (“GHG”) emissions as a financial risk, this could negatively impact our cost of and access to capital.
These climate-related changes could damage physical assets, especially operations located in low-lying areas near coasts and river banks, and facilities situated in hurricane-prone and rain-susceptible regions. To the extent financial markets view climate change and greenhouse gas (“GHG”) emissions as a financial risk, this could negatively impact Williams’, Transco’s, and NWP’s cost of and access to capital.
In addition, conflicts of interest may arise between us, on the one hand, and other interest owners, on the other hand. If such conflicts of interest arise, we may not have the ability to control the outcome with respect to the matter in question. Disputes between us and other interest owners may also result in delays, litigation, or operational impasses.
In addition, conflicts of interest may arise between Williams, on the one hand, and other interest owners, on the other hand. If such conflicts of interest arise, Williams may not have the ability to control the outcome with respect to the matter in question. Disputes between Williams and other interest owners may also result in delays, litigation, or operational impasses.
Price volatility has had and could continue to have an adverse effect on our business, results of operations, financial condition, and cash flows. 29 The markets for natural gas, NGLs, oil, and other commodities are likely to continue to be volatile.
Price volatility has had, and could continue to have, an adverse effect on Williams’ business, results of operations, financial condition, and cash flows. The markets for natural gas, NGLs, oil, and other commodities are likely to continue to be volatile.
The difference in accounting treatment for the underlying position and the financial instrument 38 used to hedge the value of the contract can cause volatility in our reported net income while the positions are open due to mark-to-market accounting. Our and our customers’ access to capital could be affected by financial institutions’ policies concerning fossil- fuel related businesses .
The difference in accounting treatment for the underlying position and the financial instrument used to hedge the value of the contract can cause volatility in Williams’ reported net income while the positions are open due to mark-to-market accounting. Access to capital could be affected by financial institutions’ policies concerning fossil fuel related businesses .
In addition, actions of activist stockholders may cause significant 36 fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
In addition, actions of activist stockholders may cause significant fluctuations in Williams’ stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of Williams’ business.
A failure either to pay dividends or to pay dividends at expected levels could result in a loss of investor confidence, reputational damage, and a decrease in the value of our stock price. 41 Item 1B. Unresolved Staff Comments Not applicable.
A failure either to pay dividends or to pay dividends at expected levels could result in a loss of investor confidence, reputational damage, and a decrease in the value of Williams’ stock price. Item 1B. Unresolved Staff Comments Not applicable.
Demand for natural gas and other fuels could vary significantly from our expectations depending on the nature and location of our facilities and pipeline systems and the terms of our natural gas transportation arrangements relative to demand created by unusual weather patterns.
Demand for natural gas and other fuels could vary significantly from Williams’ expectations depending on the nature and location of its facilities and pipeline systems and the terms of the natural gas transportation arrangements relative to demand created by unusual weather patterns.
In these hedging activities, we have used, and may in the future use, fixed-price, forward, physical purchase, and sales contracts, futures, financial swaps, and option contracts traded in the over-the-counter markets or on exchanges. Nevertheless, no single hedging arrangement can adequately address all risks present in a given contract.
In these hedging activities, Williams has used, and may in the future use, fixed-price, forward, physical purchase, and sales contracts, futures, financial swaps, and option contracts traded in the over-the-counter markets or on exchanges. Nevertheless, no single hedging arrangement can adequately address all risks present in a given contract.
In certain cases: • We cannot control the amount of cash reserves determined to be necessary to operate the business, which reduces cash available for distributions; • We cannot control the amount of capital expenditures that we are required to fund and we are dependent on third parties to fund their required share of capital expenditures; • We may be subject to restrictions or limitations on our ability to sell or transfer our interests in the jointly owned assets; • We may be forced to offer rights of participation to other joint venture participants in the area of mutual interest; • We have limited ability to influence or control certain day to day activities affecting the operations; • We may have additional obligations, such as required capital contributions, that are important to the success of the operations.
In certain cases: • Williams cannot control the amount of cash reserves determined to be necessary to operate the business, which reduces cash available for distributions; • Williams cannot control the amount of capital expenditures that it is required to fund, and Williams is dependent on third parties to fund their required share of capital expenditures; • Williams may be subject to restrictions or limitations on its ability to sell or transfer its interests in the jointly owned assets; • Williams may be forced to offer rights of participation to other joint venture participants in the area of mutual interest; • Williams has limited ability to influence or control certain day to day activities affecting the operations; and • Williams may have additional obligations, such as required capital contributions that are important to the success of the operations.
Forward-looking statements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report. Many of the factors that will determine these results are beyond our ability to control or predict.
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.
As a result, interest rates on future credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase accordingly. As with other yield-oriented securities, our share price will be impacted by the level of our dividends and implied dividend yield.
As a result, interest rates on future credit facilities and debt offerings could be higher than current levels, causing Williams’, Transco’s, and NWP’s financing costs to increase accordingly. As with other yield-oriented securities, Williams’ share price will be impacted by the level of Williams’ dividends and implied dividend yield.
Additionally, many climate models indicate that global warming is likely to result in rising sea levels and increased frequency and severity of weather events, which may lead to higher insurance costs, or a decrease in available coverage, for our assets in areas subject to severe weather.
Additionally, many climate models indicate that global warming is likely to result in rising sea levels and increased frequency and severity of weather events, which may lead to higher insurance costs, or a decrease in available coverage, for Williams’, Transco’s, and NWP’s assets in areas subject to severe weather.
Joint and several strict liability may be incurred without regard to fault under certain environmental laws and regulations, for the remediation of contaminated areas and in connection with spills or releases of materials associated with natural gas, oil, and wastes on, under, or from our properties and facilities.
Joint and several strict liability may be incurred without regard to fault under certain environmental laws and regulations, for the remediation of contaminated areas and in connection with spills or releases of materials associated with natural gas, oil, and wastes on, under, or from Williams’, Transco’s, and NWP’s properties and facilities.
These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding: • Levels of dividends to Williams stockholders; • Future credit ratings of Williams and its affiliates; • Amounts and nature of future capital expenditures; • Expansion and growth of our business and operations; • Expected in-service dates for capital projects; • Financial condition and liquidity; • Business strategy; • Cash flow from operations or results of operations; • Seasonality of certain business components; • Natural gas, natural gas liquids, and crude oil prices, supply, and demand; • Demand for our services.
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; • Seasonality of certain business components; • Natural gas, natural gas liquids, and crude oil prices, supply, and demand; • Demand for services.
Our customers and counterparties include industrial customers, local distribution companies, natural gas producers, and marketers whose creditworthiness may be suddenly and disparately impacted by, among other factors, commodity price volatility, deteriorating energy market conditions, and public and regulatory opposition to energy producing activities.
Williams’, Transco’s, and NWP’s customers and counterparties include industrial customers, local distribution companies, natural gas producers, and marketers whose creditworthiness may be suddenly and disparately impacted by, among other factors, commodity price volatility, deteriorating energy market conditions, and public and regulatory opposition to energy producing activities.
In addition, existing regulations, including those pertaining to financial assurances to be provided by our businesses in respect of potential asset decommissioning and abandonment activities, might be revised, reinterpreted, or otherwise enforced in a manner that differs from prior regulatory action.
In addition, existing regulations, including those pertaining to financial assurances to be provided by Williams’, Transco’s, and NWP’s businesses in respect of potential asset decommissioning and abandonment activities, might be revised, reinterpreted, or otherwise enforced in a manner that differs from prior regulatory action.
The timing and amount of our funding requirements under the defined benefit pension plans depend upon a number of factors that we control, including changes to pension plan benefits, as well as factors outside of our control, such as asset returns, interest rates, and changes in pension laws.
The timing and amount of the funding requirements under the defined benefit pension plans depend upon a number of factors that Williams’ controls, including changes to pension plan benefits, as well as factors outside of Williams’ control, such as asset returns, interest rates, and changes in pension laws.
If we fail to adequately assess the creditworthiness of existing or future customers and counterparties or otherwise do not take sufficient mitigating actions, including obtaining sufficient collateral, deterioration in their creditworthiness and any resulting increase in nonpayment and/or nonperformance by them could cause us to write down or write off accounts receivable.
If Williams, Transco, and NWP fail to adequately assess the creditworthiness of existing or future customers and counterparties or otherwise do not take sufficient mitigating actions, including obtaining sufficient collateral, deterioration in their creditworthiness and any resulting increase in nonpayment and/or nonperformance by them could cause Williams, Transco, or NWP to write down or write off accounts receivable.
Our revenues, operating results, future rate of growth, and the value of certain components of our businesses depend primarily upon the prices of natural gas, NGLs, oil, or other commodities, and the differences between prices of these commodities and could be materially adversely affected by an extended period of low commodity prices, or a decline in commodity prices.
Williams’ revenues, operating results, future rate of growth, and the value of certain components of its business depend primarily upon the prices of natural gas, NGLs, oil, or other commodities, and the differences between prices of these commodities, and could be materially adversely affected by an extended period of low commodity prices or a decline in commodity prices.
An event such as those described above could have a material adverse effect on our financial condition and results of operations, particularly if the event is not fully covered by insurance. Our assets and operations, as well as our customers’ assets and operations, can be adversely affected by weather and other natural phenomena.
An event such as those described above could have a material adverse effect on Williams’, Transco’s, and NWP’s financial condition and results of operations, particularly if the event is not fully covered by insurance. Williams’, Transco’s, and NWP’s assets and operations, as well as their customers’ assets and operations, can be adversely affected by weather and other natural phenomena.
Private parties, including the owners of properties through which our pipeline and gathering systems pass and facilities where our wastes are taken for reclamation or disposal, may have the right to pursue legal actions to enforce compliance as well as to seek damages for noncompliance with environmental laws and regulations or for personal injury or property damage arising from our operations.
Private parties, including the owners of properties through which Williams’, Transco’s, and NWP’s pipeline and gathering systems pass and facilities where their wastes are taken for reclamation or disposal, may have the right to pursue legal actions to enforce compliance as well as to seek damages for noncompliance with 46 environmental laws and regulations or for personal injury or property damage arising from their operations.
Failure to hire and adequately obtain replacement employees, including the ability to transfer significant internal historical knowledge and expertise to the new employees, or the future availability and cost of contract labor may adversely affect our ability to manage and operate the businesses.
Williams’ failure to hire and adequately obtain replacement employees, including the ability to transfer significant internal historical knowledge and expertise to the new employees, or the future availability and cost of contract labor may adversely affect Williams’, Transco’s, and NWP’s ability to manage and operate the businesses.
If stockholder activists were to again take or threaten to take actions against the Company or seek to involve themselves in the governance, strategic direction, or operations of the Company, we could incur significant costs as well as the distraction of management, which could have an adverse effect on our business or financial results.
If stockholder activists were to again take or threaten to take actions against Williams or seek to involve themselves in the governance, strategic direction, or operations of Williams, Williams could incur significant costs as well as the distraction of management, which could have an adverse effect on Williams’ business or financial results.
If financing is not available when needed, or is available only on unfavorable terms, we may be unable to implement our business plans or otherwise take advantage of business opportunities or respond to competitive pressures. In addition, financial markets have periodically been affected by concerns over U.S. fiscal and monetary policies.
If financing is not available when needed, or is available only on unfavorable terms, Williams, Transco, and NWP may be unable to implement their business plans or otherwise take advantage of business opportunities or respond to competitive pressures. In addition, financial markets have periodically been affected by concerns over U.S. fiscal and monetary policies.
If we are unable to successfully attract and retain an appropriately qualified workforce, including members of senior management, results of operations could be negatively impacted. Holders of our common stock may not receive dividends in the amount expected or any dividends. We may not have sufficient cash each quarter to pay dividends or maintain current or expected levels of dividends.
If Williams is unable to successfully attract and retain an appropriately qualified workforce, including members of senior management, results of operations could be negatively impacted. Holders of Williams’ common stock may not receive dividends in the amount expected or any dividends. Williams may not have sufficient cash each quarter to pay dividends or maintain current or expected levels of dividends.
Previously considered proposals have included, among other things, limitations on the amount of GHGs that can be emitted (so called “caps”) together with systems of permitted emissions allowances. These proposals could require us to reduce emissions or to purchase allowances for such emissions.
Previously considered proposals have included, among other things, limitations on the amount of GHGs that can be emitted (so called “caps”) together with systems of permitted emissions allowances. These proposals could require Williams, Transco, and NWP to reduce emissions or to purchase allowances for such emissions.
We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise. 28 Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements.
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.
Our businesses may be negatively impacted by adverse economic conditions or future disruptions in the global financial markets. Included among these potential negative impacts are industrial or economic contraction leading to reduced energy demand and lower prices for our products and services and increased difficulty in collecting amounts owed to us by our customers.
Williams’, Transco’s, and NWP’s businesses may be negatively impacted by adverse economic conditions or future disruptions in the global financial markets. Included among these potential negative impacts are industrial or economic contraction leading to reduced energy demand and lower prices for Williams’, Transco’s, and NWP’s products and services and increased difficulty in collecting amounts owed to them by customers.
Further, during any such bankruptcy proceeding, prior to assumption, rejection, or renegotiation of such contracts, the bankruptcy court may temporarily authorize the payment of value for our services less than contractually required, which could have a material adverse effect on our business, results of operations, cash flows, and financial condition.
Further, during any such bankruptcy proceeding, prior to assumption, rejection, or renegotiation of such contracts, the bankruptcy court may temporarily authorize the payment of value for services less than contractually required, which could have a material adverse effect on Williams’, Transco’s, and NWP’s businesses, results of operations, cash flows, and financial condition.
If these pipelines or facilities were to become temporarily or permanently unavailable for any reason, or if throughput were reduced because of testing, line repair, damage to pipelines or facilities, reduced operating pressures, lack of capacity, increased credit requirements or rates charged by such pipelines or facilities or other causes, we and our customers would have reduced capacity to transport, store, or deliver natural gas or NGL products to end use markets or to receive deliveries of mixed NGLs, thereby reducing our revenues.
If these pipelines or facilities were to become temporarily or permanently unavailable for any reason, or if throughput were reduced because of testing, line repair, damage to pipelines or facilities, reduced operating pressures, lack of capacity, increased credit requirements or rates charged by such pipelines or facilities or other causes, Williams, Transco, and NWP and their customers would have reduced capacity to transport, store, or deliver natural gas or NGL products to end use markets or to receive deliveries of mixed NGLs, as applicable, thereby reducing revenues.
Our operations are subject to extensive federal, state, tribal, and local laws and regulations governing environmental protection, endangered and threatened species, the discharge of materials into the environment, and the security of chemical and industrial facilities.
Williams’, Transco’s, and NWP’s operations are subject to extensive federal, state, tribal, and local laws and regulations governing environmental protection, endangered and threatened species, the discharge of materials into the environment, and the security of chemical and industrial facilities.
Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following: • Availability of supplies, market demand, and volatility of prices; • Development and rate of adoption of alternative energy sources; • The impact of existing and future laws and regulations, the regulatory environment, environmental matters, and litigation, as well as our ability and the ability of other energy companies with whom we conduct or seek to conduct business, to obtain necessary permits and approvals, and our ability to achieve favorable rate proceeding outcomes; • Our exposure to the credit risk of our customers and counterparties; 27 • Our ability to acquire new businesses and assets and successfully integrate those operations and assets into existing businesses as well as successfully expand our facilities and consummate asset sales on acceptable terms; • Whether we are able to successfully identify, evaluate, and timely execute our capital projects and investment opportunities; • The strength and financial resources of our competitors and the effects of competition; • The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate; • Whether we will be able to effectively execute our financing plan; • Increasing scrutiny and changing expectations from stakeholders with respect to our environmental, social, and governance practices; • The physical and financial risks associated with climate change; • The impacts of operational and developmental hazards and unforeseen interruptions; • The risks resulting from outbreaks or other public health crises; • Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities; • Acts of terrorism, cybersecurity incidents, and related disruptions; • Our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans; • Changes in maintenance and construction costs, as well as our ability to obtain sufficient construction- related inputs, including skilled labor; • Inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on customers and suppliers); • Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally recognized credit rating agencies, and the availability and cost of capital; • The ability of the members of the Organization of Petroleum Exporting Countries (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 including between Israel and Hamas and conflicts involving Iran and its proxy forces; • Changes in U.S. governmental administration and policies; • Whether we are able to pay current and expected levels of dividends; • Additional risks described in our filings with the SEC.
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; 28 • 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; • 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.
Acts of terrorism, as well as events occurring in response to or in connection with acts of terrorism, could cause environmental repercussions that could result in a significant decrease in revenues or significant reconstruction or remediation costs, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Acts of terrorism, as well as events occurring in response to or in connection with acts of terrorism, could cause environmental repercussions that could result in a significant decrease in revenues or significant reconstruction or remediation costs, which could have a material adverse effect on Williams’, Transco’s, and NWP’s businesses, financial condition, results of operations, and cash flows.
Prices for natural gas, NGLs, oil, and other commodities, are volatile and this volatility has and could continue to adversely affect our financial condition, results of operations, cash flows, access to capital, and ability to maintain or grow our businesses.
Prices for natural gas, NGLs, oil, and other commodities are volatile, and this volatility has and could continue to adversely affect Williams’ financial condition, results of operations, cash flows, access to capital, and ability to maintain or grow its business.
New or amended environmental laws and regulations can also result in significant increases in capital costs we incur to comply with such laws and regulations.
New or amended environmental laws and regulations can also result in significant increases in capital costs incurred to comply with such laws and regulations.
However, we cannot predict precisely what form these future regulations might take, the stringency of 40 any such regulations or when they might become effective. Several legislative bills have been introduced in the United States Congress that would require carbon dioxide emission reductions.
However, Williams, Transco, and NWP cannot predict precisely what form these future regulations might take, the stringency of any such regulations or when they might become effective. Several legislative bills have been introduced in the United States Congress that would require carbon dioxide emission reductions.
We disclaim any obligations to, and do not intend to, update the above list or announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.
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 our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ.
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. 29 Such changes in intentions may also cause results to differ.
We are exposed to the credit risk of our customers and counterparties, and our credit risk management will not be able to completely eliminate such risk. We are subject to the risk of loss resulting from nonpayment and/or nonperformance by our customers and counterparties in the ordinary course of our business.
Williams, Transco, and NWP are exposed to the credit risk of customers and counterparties, and credit risk management will not be able to completely eliminate such risk. Williams, Transco, and NWP are subject to the risk of loss resulting from nonpayment and/or nonperformance by customers and counterparties in the ordinary course of business.
We also are subject to cybersecurity risks arising from the fact that our business operations are interconnected with third parties, including third-party pipelines, other facilities and our contractors and vendors. In addition, the breach of certain business systems could affect our ability to correctly record, process, and report financial information.
Williams is also subject to cybersecurity risks arising from the fact that Williams’, Transco’s, and NWP’s business operations are interconnected with third parties, including third-party pipelines, other facilities and contractors and vendors. In addition, the breach of certain business systems could affect Williams’ ability to correctly record, process, and report financial information.
A terrorist attack could create significant price volatility, disrupt our business, limit our access to capital markets, or cause significant harm to our operations, such as full or partial disruption to our ability to produce, process, transport, or distribute natural gas, NGLs, or other commodities.
A terrorist attack could create significant price volatility, disrupt business, limit access to capital markets, or cause significant harm to operations, such as full or partial disruption to Williams’, Transco’s, and NWP’s ability to produce, process, transport, or distribute natural gas, NGLs, or other commodities, as applicable.
We believe it is possible that future governmental legislation and/or regulation may require us either to limit GHG emissions associated with our operations or to purchase allowances for such emissions. We could also be subjected to a carbon tax assessed on the basis of carbon dioxide emissions or otherwise.
Williams, Transco, and NWP believe it is possible that future governmental legislation and/or regulation may require them either to limit GHG emissions associated with operations or to purchase allowances for such emissions. Williams, Transco, and NWP could also be subjected to a carbon tax assessed on the basis of carbon dioxide emissions or otherwise.
In those instances in which we do not own the land on which our facilities are located, we obtain the rights to construct and operate our facilities and gathering systems on land owned by third parties and governmental agencies for a specific period of time.
In those instances in which Williams, Transco and NWP do not own the land on which their facilities are located, Williams, Transco, and NWP obtain the rights to construct and operate their facilities and gathering systems on land owned by third parties and governmental agencies for a specific period of time.
Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our shares, and a rising interest rate environment could have an adverse impact on our share price and our ability to issue equity or incur debt for acquisitions or other purposes and to pay cash dividends at our intended levels.
Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in Williams’ shares, and a rising interest rate environment could have an adverse impact on Williams’ share price and Williams’ ability to issue equity or pay cash dividends at intended levels or Williams’, Transco’s, and NWP’s ability to incur debt.
Our hedging activities might not be effective and could increase the volatility of our results. In an effort to manage our financial exposure related to commodity price and market fluctuations, we have entered, and may in the future enter into contracts to hedge certain risks associated with our assets and operations.
Williams’ hedging activities might not be effective and could increase the volatility of Williams’ results. In an effort to manage Williams’ financial exposure related to commodity price and market fluctuations, Williams has entered, and may in the future enter into contracts to hedge certain risks associated with its assets and operations.
For example, they could: • Make it more difficult for us to satisfy our obligations with respect to our indebtedness, which could in turn result in an event of default on such indebtedness; • Impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes, or other purposes; • Diminish our ability to withstand a continued or future downturn in our business or the economy generally; • Require us to dedicate a substantial portion of our cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, the payments of dividends, general corporate purposes, or other purposes; • Limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, including limiting our ability to expand or pursue our business activities and preventing us from engaging in certain transactions that might otherwise be considered beneficial to us.
For example, they could: • Make it more difficult for Williams, Transco, and NWP to satisfy their obligations with respect to their indebtedness, which could in turn result in an event of default on such indebtedness; • Impair Williams’, Transco’s, and NWP’s ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or limited liability company purposes, as applicable, or other purposes; • Diminish Williams’, Transco’s, and NWP’s ability to withstand a continued or future downturn in their business or the economy generally; • Require Williams, Transco, and NWP to dedicate a substantial portion of their cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, 43 acquisitions, the payments of dividends, general corporate purposes or limited liability company purposes, as applicable, or other purposes; • Limit Williams’, Transco’s, and NWP’s flexibility in planning for, or reacting to, changes in their business and the industry in which they operate, including limiting their ability to expand or pursue business activities and preventing Williams, Transco, and NWP from engaging in certain transactions that might otherwise be considered beneficial to Williams, Transco, and NWP.
Some sites at which we operate are located near current or former third-party hydrocarbon storage and processing or oil and natural gas operations or facilities, and there is a risk that contamination has migrated from those sites to ours.
Some sites at which Williams, Transco, and NWP operate are located near current or former third-party hydrocarbon storage and processing or oil and natural gas operations or facilities, and there is a risk that contamination has migrated from those sites.
The occurrence of any risks not fully covered by our insurance could have a material adverse effect on our business, financial condition, results of operations, and cash flows and our ability to repay our debt. Failure to attract and retain an appropriately qualified workforce could negatively impact our results of operations.
The occurrence of any risks not fully covered by Williams’, Transco’s, and NWP’s insurance could have a material adverse effect on their businesses, financial condition, results of operations, and cash flows and their ability to repay debt. Failure to attract and retain an appropriately qualified workforce could negatively impact Williams’, Transco’s, and NWP’s results of operations.
Any of these risks could result in loss of human life, personal injuries, significant damage to property, environmental pollution, impairment of our operations, loss of services to our customers, reputational damage, and substantial losses to us.
Any of these risks could result in loss of human life, personal injuries, significant damage to property, environmental pollution, impairment of operations, loss of services to customers, reputational damage, and substantial losses to Williams, Transco, and NWP.
Current legal proceedings or other matters, including environmental matters, suits, regulatory appeals, and similar matters might result in adverse decisions against us which, among other outcomes, could result in the imposition of substantial penalties and fines and could damage our reputation.
Current legal proceedings or other matters, including environmental matters, suits, regulatory appeals, and similar matters might result in adverse decisions against Williams, Transco, and NWP which, among other outcomes, could result in the imposition of substantial penalties and fines and could damage their reputation.
Our loss of any of these rights, through our inability to renew right-of-way contracts or otherwise, could have a material adverse effect on our business, financial condition, results of operations, and cash flows. Our business could be negatively impacted as a result of stockholder activism.
Williams’, Transco’s, and NWP’s loss of any of these rights, through their inability to renew right-of-way contracts 41 or otherwise, could have a material adverse effect on their businesses, financial condition, results of operations, and cash flows. Williams’ business could be negatively impacted as a result of stockholder activism.
Any temporary or permanent interruption at any key pipeline interconnection or in operations on third-party pipelines or facilities that would cause a material reduction in volumes transported on our pipelines or our gathering systems or processed, fractionated, treated, or stored at our facilities could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Any temporary or permanent interruption at any key pipeline interconnection or in operations on third-party pipelines or facilities that would cause a material reduction in volumes transported on Williams’, Transco’s, or NWP’s pipelines or gathering systems, as applicable, or processed, fractionated, treated, or stored at Williams’, Transco’s, or NWP’s facilities, as applicable, could have a material adverse effect on Williams’, Transco’s, and NWP’s businesses, financial condition, results of operations, and cash flows.
These factors are described in the following section. RISK FACTORS You should carefully consider the following risk factors in addition to the other information in this report. Each of these factors could adversely affect our business, prospects, financial condition, results of operations, cash flows, and, in some cases, our reputation.
These factors are described in the following section. Summary of Risk Factors You should carefully consider the following risk factors in addition to the other information in this report. Each of these factors could adversely affect Williams’, Transco’s, and NWP’s businesses, prospects, financial condition, results of operations, cash flows, and, in some cases, reputation.
In recent years, stockholder activism, including threatened or actual proxy contests, has been directed against numerous public companies, including ours. We were the target of a proxy contest from a stockholder activist, which resulted in our incurring significant costs.
In recent years, stockholder activism, including threatened or actual proxy contests, has been directed against numerous public companies, including Williams. Williams was the target of a proxy contest from a stockholder activist, which resulted in Williams incurring significant costs.
In addition, the steps we could be required to take to bring certain facilities into compliance could be prohibitively expensive, and we might be required to shut down, divest, or alter the operation of those facilities, which might cause us to incur losses.
In addition, the steps Williams, Transco and NWP could be required to take to bring certain facilities into compliance could be prohibitively expensive, and Williams, Transco, and NWP might be required to shut down, divest, or alter the operation of those facilities, which might cause them to incur losses.
If realized, any of these risks could have an adverse impact on our financial condition, results of operations, including the possible impairment of our assets, or cash flows. Our industry is highly competitive and increased competitive pressure could adversely affect our business and operating results.
If realized, any of these risks could have an adverse impact on Williams’, Transco’s, and NWP’s financial condition, results of operations, including the possible impairment of assets, or cash flows. The energy industry is highly competitive, and increased competitive pressure could adversely affect Williams’, Transco’s, and NWP’s businesses and operating results.
While we attempt to manage counterparty credit risk within guidelines established by our credit policy, we may not be able to successfully manage all credit risk and as such, future cash flows and results of operations could be impacted by counterparty default.
While Williams attempts to manage counterparty credit risk within guidelines established by its credit policy, Williams may not be able to successfully manage all credit risk and as such, future cash flows and results of operations could be impacted by counterparty default.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAdditionally, we have protocols by which cybersecurity incidents that meet established reporting thresholds are escalated internally and, where appropriate, are reported to the Board, as well as ongoing updates regarding any such incident until it has been addressed.
Biggest changeAdditionally, management has protocols by which cybersecurity incidents that meet established reporting thresholds are escalated internally and, where appropriate, are reported to the Board, as well as ongoing updates regarding any such incident until it has been addressed. Williams’ new CIO joined the company in February 2025, and will succeed the company’s retiring CIO, who is retiring in March 2025.
Our Cybersecurity Program provides a risk-based approach to cybersecurity, and security controls are tailored so that cost-effective controls can be applied commensurate with the risk and sensitivity of specific information systems, control systems, and enterprise data. Our Cybersecurity Program incorporates best practices and industry standards from multiple sources and is designed to comply with applicable regulations.
The Cybersecurity Program provides a risk-based approach to cybersecurity, and security controls are tailored so that cost-effective controls can be applied commensurate with the risk and sensitivity of specific information systems, control systems, and enterprise data. The Cybersecurity Program incorporates best practices and industry standards from multiple sources and is designed to comply with applicable regulations.
As part of this oversight, our CIO presents to the Audit Committee bi-annually, as well as periodically in conjunction with any internal audits related to cybersecurity.
As part of this oversight, the CIO presents to the Audit Committee bi-annually, as well as periodically in conjunction with any internal audits related to cybersecurity.
Our Board of Directors oversees cybersecurity-related policy and strategy. As part of this oversight, our CISO provides a cybersecurity dashboard that is reviewed by the Board at every regularly scheduled Board meeting, which 42 includes key performance indicators for cybersecurity process maturity, operational performance, and enterprise performance toward Transportation Security Administration (TSA) compliance.
The Board of Directors oversees cybersecurity-related policy and strategy. As part of this oversight, the CISO provides a cybersecurity dashboard that is reviewed by the Board at every regularly scheduled Board meeting, which includes key performance indicators for cybersecurity process maturity, operational performance, and enterprise performance toward Transportation Security Administration (TSA) compliance.
Additionally, our CIO and/or CISO presents to the Board bi-annually regarding our cybersecurity risks and strategies, including as part of our annual long-term strategy session. The Audit Committee, comprised of independent directors, reviews the implementation and effectiveness of cybersecurity risk management protocols and reviews the effectiveness of cybersecurity as part of the Company’s accounting and internal control policies.
Additionally, the CIO and/or CISO presents to the Board bi-annually regarding the cybersecurity risks and strategies, including as part of the Board’s annual long-term strategy session. The Audit Committee, comprised of independent directors, reviews the implementation and effectiveness of cybersecurity risk management protocols and reviews the effectiveness of cybersecurity as part of the Company’s accounting and internal control policies.
Our CISO holds degrees in Business Administration and MIS from the University of Oklahoma and is certified in Leadership from Harvard Business School’s executive education. In 2018, he obtained his Chief Information Security Officer certification from Carnegie Mellon University.
He holds degrees in Business Administration and MIS from the University of Oklahoma and is certified in Leadership from Harvard Business School’s executive education. In 2018, he obtained his Chief Information Security Officer certification from Carnegie Mellon University.
During that time, he has held a variety of IT positions at multiple levels in the organization ranging from network engineering to application development, project management as well as several IT Manager and Director roles. He has had oversight of our cybersecurity and risk management programs since 2017.
During that time, he has held a variety of information technology positions at multiple levels in the organization ranging from network engineering to application development and project management, as well as several IT Manager and Director roles. He has had oversight of the cybersecurity and risk management programs since 2017.
Our CIO has been in his role at Williams for over 10 years and has over 30 years of combined Information Technology experience with a broad scope of responsibility. He has provided senior leadership support of the cybersecurity and risk management programs since 2013.
The retiring CIO had been in his role at Williams for over 10 years and had over 30 years of combined information technology experience with a broad scope of responsibility. He provided senior leadership support of the cybersecurity and risk management programs since 2013.
Our CIO holds a bachelor’s degree in management information systems (MIS) from the University of Oklahoma and a Master of Business Administration in MIS from the University of Dallas. Our CISO has been at Williams for over 25 years.
He holds a bachelor’s degree in management information systems (MIS) from the University of Oklahoma and a Master of Business Administration in MIS from the University of Dallas. 49 The CISO has been at Williams for over 25 years.
Comprehensive Cybersecurity Program: We have implemented a comprehensive cybersecurity risk management program (Cybersecurity Program) that is aligned with the National Institute for Standards and Technology Cybersecurity Framework.
Comprehensive Cybersecurity Program : Management has implemented a comprehensive cybersecurity risk management program (Cybersecurity Program) that is aligned with the National Institute for Standards and Technology Cybersecurity Framework.
The Cybersecurity Program includes, but is not limited to, the following elements: risk assessment, policies and procedures, training and awareness, auditing, compliance monitoring and testing, and incident response. Integration with Overall Risk Management: Our cybersecurity processes have been integrated into our overall risk management system and processes.
The Cybersecurity Program includes, but is not limited to, the following elements: risk assessment, policies and procedures, contract management, training and awareness, auditing, compliance monitoring and testing, table-top exercises, and incident response. Integration with Overall Risk Management : Management’s cybersecurity processes have been integrated into overall risk management system and processes.
We consider cybersecurity threat risks alongside other Company risks as part of our overall risk assessment process. Our cybersecurity risk professionals collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing material cybersecurity threat risks, their severity, and potential mitigations.
Management considers cybersecurity threat risks alongside other Company risks as part of its overall risk assessment process. Cybersecurity risk professionals collaborate with subject matter specialists, as necessary, to gather insights for identifying and assessing material cybersecurity threat risks, their severity, and potential mitigations.
Each member of our organization, from facility operators to board members, has a responsibility to safeguard our cybersecurity. Our Chief Information Security Officer (CISO) is responsible for our cybersecurity strategy and execution, while the Board and the Audit Committee are responsible for oversight of our cybersecurity risk.
Each member of Williams’ organization, which includes Transco and NWP, from facility operators to board members, has a responsibility to safeguard the organization’s cybersecurity. The Chief Information Security Officer (CISO) is responsible for the cybersecurity strategy and execution, while the Board and the Audit Committee are responsible for oversight of cybersecurity risk.
Active in government and private sector partnerships, he is currently serving as the outgoing Chair of the Oil & Natural Gas Subsector Coordinating Council and recently acted as the Chair of the Interstate Natural Gas Association of America security committee.
Active in government and private sector partnerships, he is currently serving as the Chair of Emergency Response Working Group under the Oil & Natural Gas Subsector Coordinating Council and recently acted as the Chair of the Interstate Natural Gas Association of America security committee.
We are committed to continually enhancing our cybersecurity processes and practices to address the dynamic nature of the threats we face and to ensure the security and integrity of our systems and data. Cybersecurity Governance Cybersecurity is an important part of our risk management processes and an area of focus for our Board of Directors and management.
Management is committed to continually enhancing its cybersecurity processes and practices to address the dynamic nature of the threats it faces and to ensure the security and integrity of its systems and data. Cybersecurity Governance Cybersecurity is an important part of the risk management processes and an area of focus for the Board of Directors and management.
We also maintain active communication channels with these providers to stay informed about any potential security incidents or concerns.
Management also maintains active communication channels with these providers to stay informed about any potential security incidents or concerns.
Disclosure of Risks: We describe how risks from cybersecurity threats could materially affect us, including our business strategy, results of operations, or financial condition, as part of our risk factor disclosures at Part I, Item 1A of this Annual Report on Form 10-K.
Disclosure of Risks : Management describes how risks from cybersecurity threats could materially affect its business strategy, results of operations, or financial condition, as part of its risk factor disclosures at Part I, Item 1A of this Annual Report on Form 10-K.
Therefore, we have established processes to oversee and identify material cybersecurity risks that may be associated with third-party service providers with whom we engage. This includes conducting thorough, risk-based due diligence before onboarding, performing security assessments, and confirming adherence to our cybersecurity requirements.
Therefore, management has established processes to oversee and identify material cybersecurity risks that may be associated with third-party service providers with whom it engages. This includes conducting thorough, risk-based due diligence before onboarding, performing security assessments, and confirming adherence to management’s cybersecurity requirements.
Engagement of Third Parties: We often engage with specialized third-party assessors, consultants, auditors, and other experts to review, validate, and enhance our cybersecurity practices. Their independent assessments provide an external perspective on our cybersecurity posture, allowing us to leverage best practices from the industry and ensure our defenses remain robust.
Engagement of Third Parties : Management often engages with specialized third-party assessors, consultants, auditors, and other experts to review, validate, and enhance its cybersecurity practices. Third-party independent assessments provide an external perspective on management’s cybersecurity posture, allowing it to leverage best practices from the industry and ensure its defenses remain robust.
All third parties engaged for such processes are subjected to rigorous scrutiny to ensure they meet our security standards. Oversight of Third-party Service Providers: We acknowledge the potential risks associated with our use of third-party service providers.
All third parties engaged for such processes are subjected to rigorous scrutiny to ensure the third parties meet management’s security standards. 48 Oversight of Third-party Service Providers : Management acknowledges the potential risks associated with the use of third-party service providers.
Item 1C. Cybersecurity We recognize the increasing volume and sophistication of cyber threats and take our responsibility to protect the information and systems under our purview seriously. Our cybersecurity processes aim to provide a comprehensive approach to assess, identify, and manage material risks arising from these cybersecurity threats.
Item 1C. Cybersecurity Management for Williams, Transco, and NWP recognizes the increasing volume and sophistication of cyber threats and takes its responsibility to protect the information and systems under its purview seriously. Management’s cybersecurity processes aim to provide a comprehensive approach to assess, identify, and manage material risks arising from these cybersecurity threats.
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The Cybersecurity Governance Committee is led by the CISO and includes cybersecurity managers and other subject matter experts as standing members. The Cybersecurity Governance Committee is tasked with developing, implementing, and maintaining the Cybersecurity Program.
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The new CIO brings over 20 years of experience in information technology and leadership within the energy industry and has extensive expertise in digital transformation, cloud strategies, enterprise AI initiatives, and cybersecurity, as well as managing large-scale system implementations and integrations.
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He holds an Executive MBA from the University of Texas at San Antonio, a Master of Computer Science and Engineering from the University of Texas at Arlington, and a Bachelor of Information Science and Engineering from Bangalore University.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Please read “Business” for a description of the location and general character of our principal physical properties. We generally own our facilities, although a substantial portion of our pipeline and gathering facilities is constructed and maintained pursuant to rights-of-way, easements, permits, licenses, or consents on and across properties owned by others.
Biggest changeItem 2. Properties Please read “Business” for a description of the location and general character of Williams’ principal physical properties. We generally own our facilities in fee simple, although a substantial portion of our pipeline and gathering facilities is constructed and maintained pursuant to rights-of-way, easements, permits, licenses, or consents on and across properties owned by others.
Added
Transco Transco’s gas pipeline facilities are generally owned in fee simple. However, a substantial portion of such facilities is constructed and maintained pursuant to rights-of-way, easements, permits, licenses or consents on and across properties owned by others.
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Compressor stations, with appurtenant facilities, are located in whole or in part either on lands owned or on sites held under leases or permits issued or approved by public authorities. Transco’s storage facilities are either owned or contracted for under long-term leases or easements. Transco leases their company offices in Houston, Texas.
Added
NWP NWP’s gas pipeline facilities are generally owned in fee simple. However, a substantial portion of such facilities are constructed and maintained on and across properties owned by others pursuant to rights-of-way, easements, permits, licenses or consents.
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NWP’s compressor stations, with associated facilities, are located in whole or in part upon lands owned by them and upon sites held under leases or permits issued or approved by public authorities.
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Land owned by others, but used by NWP under rights-of-way, easements, permits, leases, licenses, or consents, includes land owned by private parties, federal, state, and local governments, quasi-governmental agencies, or Native American tribes. The Plymouth LNG facility is located on lands owned in fee simple by NWP.
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Various credit arrangements restrict the sale or disposal of a major portion of our pipeline system. NWP leases its company offices in Salt Lake City, Utah.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOther litigation The additional information called for by this Item is provided in Note 17 – Contingencies and Commitments included under Part II, Item 8 Financial Statements of this report, which information is incorporated by reference into this Item.
Biggest changeOther environmental matters called for by this Item are described under the caption “ Environmental Matters ” in Note 18 – Contingencies and Commitments included under Part II, Item 8 Financial Statements of this report, which information is incorporated by reference into this Item. 50 Other Litigation The additional information called for by this Item is provided in Note 18 – Contingencies and Commitments included under Part II, Item 8 Financial Statements of this report, which information is incorporated by reference into this Item.
While it is not possible for us to predict the final outcome of the proceedings that are still pending, we do not anticipate a material effect on our consolidated financial position if we receive an unfavorable outcome in any one or more of such proceedings.
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.
Our threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million. On January 19, 2016, we received a Notice of Noncompliance with certain Leak Detection and Repair (LDAR) regulations under the Clean Air Act at our Moundsville Fractionator Facility from the EPA, Region 3.
Williams’ threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.
Removed
Subsequently, the EPA alleged similar violations of certain LDAR regulations at our Oak Grove Gas Plant. On March 19, 2018, we received a Notice of Violation of certain LDAR regulations at our former Ignacio Gas Plant from the EPA, Region 8, following an on-site inspection of the facility.
Removed
On March 20, 2018, we also received a Notice of Violation of certain LDAR regulations at our Parachute Creek Gas Plant from the EPA, Region 8. All such notices were subsequently referred to a common attorney at the Department of Justice (DOJ).
Removed
We have entered into a consent decree with the DOJ and other agencies regarding global resolution of the claims at these facilities, as well as alleged violations at certain other facilities.
Removed
The consent decree, which became effective on December 26, 2023, imposes both payment of a civil penalty in the amount of $3.75 million and an injunctive relief component. 43 Other environmental matters called for by this Item are described under the caption “ Environmental Matters ” in Note 17 – Contingencies and Commitments included under Part II, Item 8 Financial Statements of this report, which information is incorporated by reference into this Item.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeSenior Vice President and Chief Human Resources Officer 2013 to 2018 Global Vice President of Human Resources, Koch Chemical Technology Group, LLC 45 Name and Position Age Business Experience in Past Five Years (or Relevant Business Experience) John D. Porter 54 2022 to present Senior Vice President and Chief Financial Officer, The Williams Companies, Inc.
Biggest change(Cowan) Pickle 47 2018 to present Senior Vice President and Chief Human Resources Officer, The Williams Companies, Inc. Senior Vice President and Chief Human Resources Officer 2013 to 2018 Global Vice President of Human Resources, Koch Chemical Technology Group, LLC 52 Name and Position Age Business Experience in Past Five Years (or Relevant Business Experience) John D.
Executive Vice President of Corporate Strategic Development 2017 to 2023 Senior Vice President – Corporate Strategic Development, The Williams Companies, Inc. 2017 to 2018 Director of the general partner, Williams Partners L.P. 2014 to 2017 President – Pipeline and Midstream, Cheniere Energy, Inc. 46 PART II
Executive Vice President of Corporate Strategic Development 2017 to 2023 Senior Vice President – Corporate Strategic Development, The Williams Companies, Inc. 2017 to 2018 Director of the general partner, Williams Partners L.P. 2014 to 2017 President – Pipeline and Midstream, Cheniere Energy, Inc. 53 PART II
Armstrong 61 2011 to present Director, Chief Executive Officer, and President, The Williams Companies, Inc. Director, Chief Executive Officer, and President 2015 to 2018 Chairman of the Board, Williams Partners L.P. 2014 to 2018 Chief Executive Officer, Williams Partners L.P. 2012 to 2018 Director of the general partner, Williams Partners L.P. Micheal G.
Armstrong 62 2011 to present Director, Chief Executive Officer, and President, The Williams Companies, Inc. Director, Chief Executive Officer, and President 2015 to 2018 Chairman of the Board, Williams Partners L.P. 2014 to 2018 Chief Executive Officer, Williams Partners L.P. 2012 to 2018 Director of the general partner, Williams Partners L.P. Micheal G.
Senior Vice President Gathering & Processing 2020 to 2021 Vice President Strategic Development, The Williams Companies, Inc. 2019 to 2020 Vice President Rocky Mountain Midstream, The Williams Companies, Inc. 2018 to 2019 Vice President GM Rocky Mountain Midstream, The Williams Companies, Inc. 2017 to 2018 Vice President Central Services, The Williams Companies, Inc. Eric J.
Senior Vice President Gathering & Processing 2020 to 2022 Vice President Strategic Development, The Williams Companies, Inc. 2019 to 2020 Vice President Rocky Mountain Midstream, The Williams Companies, Inc. 2018 to 2019 Vice President GM Rocky Mountain Midstream, The Williams Companies, Inc. 2017 to 2018 Vice President Central Services, The Williams Companies, Inc. Eric J.
Dunn 58 2017 to present Executive Vice President and Chief Operating Officer, The Williams Companies, Inc. Executive Vice President and Chief Operating Officer 2017 to 2018 Director of the general partner, Williams Partners L.P. Mary A. Hausman 52 2022 to present Vice President, Chief Accounting Officer and Controller, The Williams Companies, Inc.
Dunn 59 2017 to present Executive Vice President and Chief Operating Officer, The Williams Companies, Inc. Executive Vice President and Chief Operating Officer 2017 to 2018 Director of the general partner, Williams Partners L.P. Mary A. Hausman 53 2022 to present Vice President, Chief Accounting Officer and Controller, The Williams Companies, Inc.
Teply 52 2023 to present Senior Vice President – Transmission & Gulf of Mexico, The Williams Companies, Inc. Senior Vice President – Transmission & Gulf of Mexico 2020 to 2023 Senior Vice President – Project Execution, The Williams Companies, Inc. 2017 to 2020 Senior Vice President – Business Policy and Development, PacifiCorp (a Berkshire Hathaway Energy Company) T.
Teply 53 2023 to present Senior Vice President – Transmission & Gulf of America, The Williams Companies, Inc. Senior Vice President – Transmission & Gulf of America 2020 to 2023 Senior Vice President – Project Execution, The Williams Companies, Inc. 2017 to 2020 Senior Vice President – Business Policy and Development, PacifiCorp (a Berkshire Hathaway Energy Company) T.
Larsen 49 2022 to present Senior Vice President Gathering & Processing, The Williams Companies, Inc.
Larsen 50 2022 to present Senior Vice President Gathering & Processing, The Williams Companies, Inc.
Ormond 37 2023 to present Senior Vice President Project Execution, The Williams Companies, Inc.
Ormond 38 2023 to present Senior Vice President Project Execution, The Williams Companies, Inc.
Lane Wilson 57 2017 to present Senior Vice President and General Counsel, The Williams Companies, Inc. Senior Vice President and General Counsel Chad J. Zamarin 47 2023 to present Executive Vice President of Corporate Strategic Development, The Williams Companies, Inc.
Lane Wilson 58 2017 to present Senior Vice President and General Counsel, The Williams Companies, Inc. Senior Vice President and General Counsel Chad J. Zamarin 48 2023 to present Executive Vice President of Corporate Strategic Development, The Williams Companies, Inc.
Item 4. Mine Safety Disclosures Not applicable. 44 Information About Our Executive Officers The name, title, age, period of service, and recent business experience of each of our executive officers as of February 21, 2024, are listed below. Name and Position Age Business Experience in Past Five Years (or Relevant Business Experience) Alan S.
Item 4. Mine Safety Disclosures Not applicable. 51 Information About Williams’ Executive Officers The name, title, age, period of service, and recent business experience of each of Williams’ executive officers as of February 25, 2025, are listed below. Name and Position Age Business Experience in Past Five Years (or Relevant Business Experience) Alan S.
Senior Vice President Project Execution 2023 Senior Vice President Commercial Operations, Engineering & Project Management, Crestwood Midstream Partners LP 2020 to 2023 Senior Vice President Engineering & Project Management, Crestwood Midstream Partners LP 2017 to 2020 Vice President Strategic Development & New Ventures, Crestwood Midstream Partners LP Debbie (Cowan) Pickle 46 2018 to present Senior Vice President and Chief Human Resources Officer, The Williams Companies, Inc.
Senior Vice President Project Execution 2023 Senior Vice President Commercial Operations, Engineering & Project Management, Crestwood Midstream Partners LP 2020 to 2023 Senior Vice President Engineering & Project Management, Crestwood Midstream Partners LP 2017 to 2020 Vice President Strategic Development & New Ventures, Crestwood Midstream Partners LP Debbie L.
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Porter 55 2022 to present Senior Vice President and Chief Financial Officer, The Williams Companies, Inc.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePerformance Graph Set forth below is a line graph comparing our cumulative total stockholder return on our common stock (assuming reinvestment of dividends) with the cumulative total return of the S&P 500 Stock Index, the Bloomberg Americas Pipelines Index, and the Arca Natural Gas Index for the period of five fiscal years commencing January 1, 2019.
Biggest changeWilliams’ 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 October 1 - October 31, 2024 — $ — — $ 1,360,938,325 November 1 - November 30, 2024 — $ — — $ 1,360,938,325 December 1 - December 31, 2024 — $ — — $ 1,360,938,325 Total — — Performance Graph Set forth below is a line graph comparing Williams’ cumulative total stockholder return on common stock (assuming reinvestment of dividends) with the cumulative total return of the S&P 500 Stock Index, the Bloomberg Americas Pipelines Index, and the Arca Natural Gas Index for the period of five fiscal years commencing January 1, 2020.
The Arca Natural Gas Index is comprised of over 20 highly capitalized companies in the natural gas industry involved primarily in natural gas exploration and production and natural gas pipeline transportation and transmission.
The Arca Natural Gas Index is comprised of 20 highly capitalized companies in the natural gas industry 54 involved primarily in natural gas exploration and production and natural gas pipeline transportation and transmission.
The Bloomberg Americas Pipelines Index is composed of Enbridge Inc., TC Energy Corporation, Kinder Morgan, Inc., ONEOK, Inc., Cheniere Energy, Inc., Pembina Pipeline Corporation, Targa Resources Corp., Hess Midstream LP, and Williams.
The Bloomberg Americas Pipelines Index is composed of Enbridge Inc., TC Energy Corporation, Kinder Morgan, Inc., ONEOK, Inc., Cheniere Energy, Inc., Pembina Pipeline Corporation, Targa Resources Corp., and Williams.
The share repurchase program does not obligate us 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 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.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the New York Stock Exchange under the symbol “WMB.” At the close of business on February 16, 2024, we had 5,803 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Williams’ common stock is listed on the New York Stock Exchange under the symbol “WMB.” At the close of business on February 20, 2025, Williams had 5,553 holders of record of common stock. Transco and NWP are indirectly wholly owned by Williams.
The graph below assumes an investment of $100 at the beginning of the period. 47 2018 2019 2020 2021 2022 2023 The Williams Companies, Inc. 100.0 114.2 105.5 146.1 194.2 217.4 S&P 500 Index 100.0 131.5 155.6 200.3 164.0 207.0 Bloomberg Americas Pipelines Index 100.0 135.3 107.0 143.5 165.8 177.3 Arca Natural Gas Index 100.0 98.8 85.5 137.1 175.5 189.1 48
The graph below assumes an investment of $100 at the beginning of the period. 2019 2020 2021 2022 2023 2024 The Williams Companies, Inc. 100.0 92.4 127.9 170.1 190.4 309.1 S&P 500 Index 100.0 118.4 152.3 124.7 157.5 196.8 Bloomberg Americas Pipelines Index 100.0 79.1 106.1 122.6 131.1 187.2 Arca Natural Gas Index 100.0 86.5 138.8 177.7 191.5 231.6 55 Table of Contents
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 our management. Our management will also determine the timing and amount of any repurchases based on market conditions and other factors.
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.
Removed
Share Repurchase Program ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs October 1 - October 31, 2023 — $ — — $ 1,360,938,325 November 1 - November 30, 2023 — $ — — $ 1,360,938,325 December 1 - December 31, 2023 — $ — — $ 1,360,938,325 Total — — (1) In September 2021, our Board of Directors authorized a share repurchase program with a maximum dollar limit of $1.5 billion.
Added
Cash distributions declared and paid to Williams are as follows: Year Ended December 31, 2024 2023 (Millions) Transco $ 1,145 $ 1,220 NWP $ 150 $ 155 In January 2025, Transco and NWP declared and paid cash distributions to Williams of $246 million and $24 million, respectively.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

137 edited+80 added−50 removed7 unchanged
Biggest changeYear Ended December 31, 2023 $ Change from 2022* % Change from 2022* 2022 $ Change from 2021* % Change from 2021* 2021 (Millions) Revenues: Service revenues $ 7,026 +490 +7 % $ 6,536 +535 +9 % $ 6,001 Service revenues – commodity consideration 146 -114 -44 % 260 +22 +9 % 238 Product sales 2,779 -1,777 -39 % 4,556 +20 — % 4,536 Net gain (loss) from commodity derivatives 956 +1,343 NM (387) -239 -161 % (148) Total revenues 10,907 10,965 10,627 Costs and expenses: Product costs 1,884 +1,485 +44 % 3,369 +562 +14 % 3,931 Net processing commodity expenses 151 -63 -72 % 88 +13 +13 % 101 Operating and maintenance expenses 1,984 -167 -9 % 1,817 -269 -17 % 1,548 Depreciation and amortization expenses 2,071 -62 -3 % 2,009 -167 -9 % 1,842 Selling, general, and administrative expenses 665 -29 -5 % 636 -78 -14 % 558 Gain on sale of business (129) +129 NM — — — % — Other (income) expense – net (30) +58 NM 28 -12 -75 % 16 Total costs and expenses 6,596 7,947 7,996 Operating income (loss) 4,311 3,018 2,631 Equity earnings (losses) 589 -48 -8 % 637 +29 +5 % 608 Other investing income (loss) – net 108 +92 NM 16 +9 +129 % 7 Interest expense (1,236) -89 -8 % (1,147) +32 +3 % (1,179) Net gain from Energy Transfer litigation judgment 534 +534 NM — — — % — Other income (expense) – net 99 +81 NM 18 +12 +200 % 6 Income (loss) before income taxes 4,405 2,542 2,073 Less: Provision (benefit) for income taxes 1,005 -580 -136 % 425 +86 +17 % 511 Income (loss) from continuing operations 3,400 2,117 1,562 Income (loss) from discontinued operations (97) -97 NM — — — % — Net income (loss) 3,303 2,117 1,562 Less: Net income (loss) attributable to noncontrolling interests 124 -56 -82 % 68 -23 -51 % 45 Net income (loss) attributable to The Williams Companies, Inc. $ 3,179 +1,130 +55 % $ 2,049 +532 +35 % $ 1,517 _______ * + = 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. 56 2023 vs. 2022 Service revenues increased primarily due to: • Higher volumes from acquisitions at our Transmission & Gulf of Mexico segment; • Higher volumes and rates at our Northeast G&P segment; partially offset by • Lower rates, partially offset by higher volumes at our West segment.
Biggest changeYear Ended December 31, 2024 $ Change from 2023* % Change from 2023* 2023 $ Change from 2022* % Change from 2022* 2022 (Dollars in millions) Revenues: Service revenues $ 7,628 +602 +9 % $ 7,026 +490 +7 % $ 6,536 Product sales and service revenues – commodity consideration 3,125 +200 +7 % 2,925 -1,891 -39 % 4,816 Net gain (loss) from commodity derivatives (250) -1,206 NM 956 +1,343 NM (387) Total revenues 10,503 10,907 10,965 Costs and expenses: Product costs and net processing commodity expenses 2,118 -83 -4 % 2,035 +1,422 +41 % 3,457 Operating and maintenance expenses 2,179 -195 -10 % 1,984 -167 -9 % 1,817 Depreciation and amortization expenses 2,219 -148 -7 % 2,071 -62 -3 % 2,009 Selling, general, and administrative expenses 708 -43 -6 % 665 -29 -5 % 636 Gain on sale of business — -129 -100 % (129) +129 NM — Other (income) expense – net (60) +30 +100 % (30) +58 NM 28 Total costs and expenses 7,164 6,596 7,947 Operating income (loss) 3,339 4,311 3,018 Equity earnings (losses) 560 -29 -5 % 589 -48 -8 % 637 Other investing income (loss) – net 343 +235 NM 108 +92 NM 16 Interest expense (1,364) -128 -10 % (1,236) -89 -8 % (1,147) Net gain from Energy Transfer litigation judgment — -534 -100 % 534 +534 NM — Other income (expense) – net 108 +9 +9 % 99 +81 NM 18 Income (loss) before income taxes 2,986 4,405 2,542 Less: Provision (benefit) for income taxes 640 +365 +36 % 1,005 -580 -136 % 425 Income (loss) from continuing operations 2,346 3,400 2,117 Income (loss) from discontinued operations — +97 +100 % (97) -97 NM — Net income (loss) 2,346 3,303 2,117 Less: Net income attributable to noncontrolling interests 121 +3 +2 % 124 -56 -82 % 68 Net income (loss) attributable to The Williams Companies, Inc. $ 2,225 -954 -30 % $ 3,179 +1,130 +55 % $ 2,049 _______ * + = 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. 65 Table of Contents Management’s Discussion and Analysis (Continued) 2024 vs. 2023 Service revenues increased primarily due to: • Higher volumes from the November 2023 DJ Basin Acquisitions at the West segment and the January 2024 Gulf Coast Storage, August 2024 Discovery, and February 2023 MountainWest Acquisitions at the Transmission & Gulf of America segment; partially offset by lower volumes from the September 2023 sale of certain liquids pipelines at the Transmission & Gulf of America segment (See Note 3 – Acquisitions and Divestitures), • Higher revenues associated with expansion projects at the Transmission & Gulf of America segment, partially offset by • Lower gathering volumes at the West and Northeast G&P segments.
Depreciation and amortization expenses increased primarily related to our upstream assets, and assets acquired in the February 2023 MountainWest Acquisition, the April 2022 Trace Acquisition, and the August 2022 NorTex Asset Purchase. The increase is partially offset by lower amortization of intangibles related to our 2021 Sequent Acquisition.
Depreciation and amortization expenses increased primarily related to the upstream assets, and assets acquired in the February 2023 MountainWest Acquisition, the April 2022 Trace Acquisition, and the August 2022 NorTex Asset Purchase. The increase is partially offset by lower amortization of intangibles related to the acquisition of Sequent in 2021.
At December 31, 2023, 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.
At December 31, 2024, certain assessment studies were still in process for which the ultimate outcome may yield different estimates of most likely costs. Therefore, the actual costs incurred will depend on the final amount, type, and extent of contamination discovered at these sites, the final cleanup standards mandated by the EPA or other governmental authorities, and other factors.
Commodity margins increased $66 million primarily due to: • A $65 million increase from our natural gas marketing operations including $129 million of higher natural gas storage marketing margins primarily driven by a favorable change of $111 million in lower of cost or net realizable value adjustment; and the absence of a $15 million charge related to the remaining recognition of a purchase accounting inventory fair value adjustment in 2022.
Commodity margins increased $66 million primarily due to: • A $65 million increase from Williams’ natural gas marketing operations including $129 million of higher natural gas storage marketing margins primarily driven by a favorable change of $111 million in lower of cost or net realizable value adjustment; and the absence of a $15 million charge related to the remaining recognition of a purchase accounting inventory fair value adjustment in 2022.
Higher natural gas production volumes from new wells in our Haynesville Shale region and higher crude oil production volumes from new wells in our Wamsutter region were partially offset by lower natural gas and NGL production volumes in our Wamsutter region driven by the impact of severe winter weather in 2023; • A $24 million unfavorable change in Net unrealized gain (loss) from commodity derivative instruments due to a change in forward commodity prices relative to our hedge positions in 2023 compared to 2022; partially offset by • An increase in Other segment costs and expenses associated with our upstream operations primarily due to increased production volumes and expenses related to severe winter weather in 2023, partially offset by lower associated ad valorem and production taxes, which were impacted by lower commodity prices and lower natural gas and NGL production volumes in our Wamsutter region.
Higher natural gas production volumes from new wells in the Haynesville Shale region and higher crude oil production volumes from new wells in the Wamsutter region were partially offset by lower natural gas and NGL production volumes in the Wamsutter region driven by the impact of severe winter weather in 2023; • A $24 million unfavorable change in Net unrealized gain (loss) from derivative instruments due to a change in forward commodity prices relative to Williams’ hedge positions in 2023 compared to 2022; partially offset by • An increase in Other costs and expenses associated with upstream operations primarily due to increased production volumes and expenses related to severe winter weather in 2023, partially offset by lower associated ad valorem and production taxes, which were impacted by lower commodity prices and lower natural gas and NGL production volumes in the Wamsutter region.
Critical Accounting Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions.
Critical Accounting Estimates Preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions.
Provision (benefit) for income taxes changed unfavorably primarily due to higher pre-tax income, the absence of a benefit related to the release of valuation allowances on deferred income tax assets in 2022, a lower benefit associated with decreases in our estimate of the state deferred income tax rate in both periods, and the absence of 2022 federal income tax settlements.
Provision (benefit) for income taxes changed unfavorably primarily due to higher pre-tax income, the absence of a benefit related to the release of valuation allowances on deferred income tax assets in 2022, a lower benefit associated with decreases in the Williams’ estimate of the state deferred income tax rate in both periods, and the absence of 2022 federal income tax settlements.
Our Net cash provided (used) by operating activities in 2023 increased from 2022 primarily due to higher operating income (excluding noncash items as previously discussed), as well as favorable changes in net operating working capital and margin requirements, partially offset by lower Distributions from equity-method investees .
Williams’ Net cash provided (used) by operating activities in 2023 increased from 2022 primarily due to higher operating income (excluding noncash items as previously discussed), as well as favorable changes in net operating working capital and margin requirements, partially offset by lower Distributions from equity-method investees .
Service revenues increased primarily due to: • A $222 million increase due to the acquisition of MountainWest primarily in transportation and storage revenues; • A $42 million increase due to the NorTex Asset Purchase primarily in storage and transportation revenues; • A $30 million increase in the Eastern Gulf Coast region primarily due to higher production handling volumes from new wells at Devils Tower, partially offset by lower volumes from the Norphlet pipeline due to natural decline; • A $15 million increase in Transco’s revenues associated with the Regional Energy Access expansion project placed partially in-service in the fourth quarter of 2023; • A $12 million increase in Transco’s and Northwest Pipeline’s revenues associated with short-term firm transportation; partially offset by • A $19 million decrease due to lower rates from the FERC rate case settlement effective January 1, 2023, at Northwest Pipeline; • A $14 million decrease in reimbursable electric power costs and storage rates, offset by similar changes in electricity charges and storage costs, reflected in Other segment costs and expenses; • A $10 million decrease due to the sale of certain liquids pipelines in the Gulf Coast region in September 2023 primarily in transportation revenues (see Note 3 – Acquisitions and Divestitures).
Service revenues increased primarily due to: • A $222 million increase due to the acquisition of MountainWest primarily in transportation and storage revenues; • A $42 million increase due to the NorTex Asset Purchase primarily in storage and transportation revenues; • A $30 million increase in the Eastern Gulf Coast region primarily due to higher production handling volumes from new wells at Devils Tower, partially offset by lower volumes from the Norphlet pipeline due to natural decline; • A $15 million increase in Transco’s revenues associated with the Regional Energy Access expansion project placed partially in-service in the fourth quarter of 2023; • A $12 million increase in Transco’s and Northwest Pipeline’s revenues associated with short-term firm transportation; partially offset by • A $19 million decrease due to lower rates from the FERC rate case settlement effective January 1, 2023, at Northwest Pipeline; • A $14 million decrease in reimbursable electric power costs and storage rates, offset by similar changes in electricity charges and storage costs, reflected in Other segment costs and expenses; • A $10 million decrease due to the sale of certain liquids pipelines in the Gulf Coast region in September 2023 primarily in transportation revenues.
Regional Energy Access In January 2023, we received approval from the FERC for the project to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in northeastern Pennsylvania to multiple delivery points in Pennsylvania, New Jersey, and Maryland.
Regional Energy Access In January 2023, Transco received approval from the FERC for the project to expand Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in northeastern Pennsylvania to multiple delivery points in Pennsylvania, New Jersey, and Maryland.
Texas to Louisiana Energy Pathway In January 2024, we 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.
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.
The discount rates for our pension and other postretirement benefit plans are determined separately based on an approach specific to our plans, which considers a yield curve of high-quality corporate bonds and the duration of the expected benefit cash flows of each plan.
The discount rates for Williams’ pension and other postretirement benefit plans are determined separately based on an approach specific to Williams’ plans, which considers a yield curve of high-quality corporate bonds and the duration of the expected benefit cash flows of each plan.
The increase in our natural gas marketing margins was partially offset by $64 million of lower natural gas transportation capacity marketing margins due to less favorable net realized pricing spreads; • A $1 million increase in our NGL marketing margins including a $20 million favorable change in lower of cost or net realizable value inventory adjustments, partially offset by higher transportation and fractionation fees and an unfavorable change in net realized gains and losses on sale of inventory in 2023 compared to 2022 driven by an unfavorable change in NGL prices.
The increase in its natural gas marketing margins was partially offset by $64 million of lower natural gas transportation capacity marketing margins due to less favorable net realized pricing spreads; • A $1 million increase in Williams’ NGL marketing margins including a $20 million favorable change in lower of cost or net realizable value inventory adjustments, partially offset by higher transportation and fractionation fees and an unfavorable change in net realized gains and losses on sale of inventory in 2023 compared to 2022 driven by an unfavorable change in NGL prices.
Other (income) expense – net within Operating income (loss) changed favorably primarily due to: • A favorable change associated with regulatory liabilities established for the impacts of deferred income taxes at Northwest Pipeline and the absence of 2022 regulatory charges associated with a decrease in Transco’s estimated deferred state income tax rate; • The absence of a 2022 loss related to Eminence storage cavern abandonments; • A 2023 gain related to a contract settlement.
Other (income) expense – net within Operating income (loss) changed favorably primarily due to: • A favorable change associated with regulatory liabilities established for the impacts of deferred income taxes at NWP and the absence of 2022 regulatory charges associated with a decrease in Transco’s estimated deferred state income tax rate; • The absence of a 2022 loss related to Eminence storage cavern abandonments; • A 2023 gain related to a contract settlement.
Service revenues decreased primarily due to: • A $120 million decrease in the Barnett Shale region primarily due to lower gathering rates driven by unfavorable commodity pricing; • A $13 million decrease in the Eagle Ford Shale region primarily due to lower MVC revenues, partially offset by escalated gathering rates and higher gathering volumes; • A $6 million decrease associated with reimbursable compressor power and fuel purchases primarily due to lower prices, which are offset by similar changes in Other segment costs and expenses ; partially offset by • A $69 million increase in the Haynesville Shale region primarily associated with higher gathering volumes including from increased producer activity and the Trace Acquisition in April 2022, partially offset by lower rates driven by unfavorable commodity pricing; • A $25 million increase in the DJ Basin region primarily associated with the DJ Basin Acquisitions in November 2023 (see Note 3 – Acquisitions and Divestitures); 65 • A $15 million increase in our other NGL operations associated with higher storage fees primarily due to a new contract as well as higher fractionation fees primarily due to higher volumes partially offset by lower rates from lower natural gas prices.
Service revenues decreased primarily due to: • A $120 million decrease in the Barnett Shale region primarily due to lower gathering rates driven by unfavorable commodity pricing; • A $13 million decrease in the Eagle Ford Shale region primarily due to lower MVC revenues, partially offset by escalated gathering rates and higher gathering volumes; • A $6 million decrease associated with reimbursable compressor power and fuel purchases primarily due to lower prices, which are offset by similar changes in Other segment costs and expenses ; partially offset by • A $69 million increase in the Haynesville Shale region primarily associated with higher gathering volumes including from increased producer activity and the Trace Acquisition in April 2022, partially offset by lower rates driven by unfavorable commodity pricing; • A $25 million increase in the DJ Basin region primarily associated with the DJ Basin Acquisitions in November 2023 as previously discussed; • A $15 million increase in our other NGL operations associated with higher storage fees primarily due to a new contract as well as higher fractionation fees primarily due to higher volumes partially offset by lower rates from lower natural gas prices.
Recent Developments Expansion Project Updates Significant expansion project updates for the period, including projects placed into service are described below. Ongoing major expansion projects are discussed later in Company Outlook.
Expansion Project Updates Significant expansion project updates for the period, including projects placed into service are described below. Ongoing major expansion projects are discussed later in Company Outlook.
The favorable change in Other income (expense) – net below Operating income (loss) includes an increase in equity allowance for funds used during construction (equity AFUDC) at our Transmission & Gulf of Mexico segment and the related effects of deferred taxes within Other.
The favorable change in Other income (expense) – net below Operating income (loss) includes an increase in equity allowance for funds used during construction (equity AFUDC) at the Transmission & Gulf of America segment and the related effects of deferred taxes within Other.
These rulemakings include, but are not limited to, rules for reciprocating internal combustion engine and combustion turbine maximum achievable control technology, reviews and updates to the National Ambient Air Quality Standards, and rules for new and existing source performance standards for volatile organic compounds and methane. We continuously monitor these regulatory changes and how they may impact our operations.
These rulemakings include, but are not limited to, rules for reciprocating internal combustion engine and combustion turbine maximum achievable control technology, reviews and updates to the National Ambient Air Quality Standards, and rules for new and existing source performance standards for volatile organic compounds and methane. Williams continuously monitors these regulatory changes and how they may impact its operations.
We plan 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.
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.
We accomplish 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. We continue to maintain a strong commitment to safety, environmental stewardship including seeking opportunities for renewable energy ventures, operational excellence, and customer satisfaction.
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.
Equity earnings (losses) changed unfavorably primarily due to a decrease at Laurel Mountain and our share of a loss contingency accrual related to our 14 percent ownership in Aux Sable Liquid Products LP, partially offset by increases at Blue Racer and OPPL.
Equity earnings (losses) changed unfavorably primarily due to a decrease at Laurel Mountain and the share of a loss contingency accrual related to the 14 percent ownership in Aux Sable, partially offset by increases at Blue Racer and OPPL.
Net gain (loss) from commodity derivatives includes realized and unrealized gains and losses from derivative instruments reflected within Total revenues primarily in our Gas & NGL Marketing Services, West, and Other segments (see Note 16 – Commodity Derivatives).
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 and West segments, and at Other (see Note 17 – Commodity Derivatives).
Consistent with the manner in which our chief operating decision maker evaluates performance and allocates resources, our operations are conducted, managed, and presented within the following reportable segments: Transmission & Gulf of Mexico, Northeast G&P, West, and Gas & NGL Marketing Services. All remaining business activities, including our upstream operations and corporate activities, are included in Other.
Consistent with the manner in which Williams’ chief operating decision maker 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.
Our 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 our equity-method investees Utilization of our 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 our shareholders Repayments of borrowings under our credit facility and/or commercial paper program Debt service payments, including payments of long-term debt Distributions to noncontrolling interests Share repurchase program 70 At December 31, 2023, we have approximately $23.376 billion of long-term debt due after one year.
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 As of December 31, 2024, Williams has approximately $24.7 billion of long-term debt due after one year.
Implementation of new or modified regulations may result in impacts to our operations and increase the cost of additions to Property, plant, and equipment – net in the Consolidated Balance Sheet for both new and existing facilities in affected areas; however, due to regulatory uncertainty on final rule content and applicability timeframes, we are unable to reasonably estimate the cost these regulatory impacts at this time.
Implementation of new or modified regulations may result in impacts to Williams’ 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 and applicability timeframes, Williams is unable to reasonably estimate the cost these regulatory impacts at this time.
Benefit Cost Benefit Obligation One- Percentage- Point Increase One- Percentage- Point Decrease One- Percentage- Point Increase One- Percentage- Point Decrease (Millions) Pension benefits: Discount rate $ 3 $ (4) $ (73) $ 85 Expected long-term rate of return on plan assets (11) 11 — — Cash balance interest crediting rate 5 (4) 54 (47) Other postretirement benefits: Discount rate (3) 4 (13) 16 Expected long-term rate of return on plan assets (3) 3 — — Our expected long-term rates of return on plan assets, as determined at the beginning of each fiscal year, are based on historical returns, forward-looking capital market expectations of at least 10 years from our third-party independent investment advisor, as well as the investment strategy and relative weightings of the asset classes within the investment portfolio.
Benefit Cost Benefit Obligation One- Percentage- Point Increase One- Percentage- Point Decrease One- Percentage- Point Increase One- Percentage- Point Decrease (Millions) Pension benefits: Discount rate $ 3 $ (4) $ (62) $ 71 Expected long-term rate of return on plan assets (11) 11 — — Cash balance interest crediting rate 4 (4) 45 (39) Other postretirement benefits: Discount rate (3) 3 (11) 14 Expected long-term rate of return on plan assets (3) 3 — — Williams’ expected long-term rates of return on plan assets, as determined at the beginning of each fiscal year, are based on historical returns, forward-looking capital market expectations of at least 10 years from Williams’ third-party independent investment advisor, as well as the investment strategy and relative weightings of the asset classes within the investment portfolio.
Environmental We are a participant in certain environmental activities in various stages including assessment studies, cleanup operations, and/or remedial processes at certain sites, some of which we currently do not own (see Note 17 – Contingencies and Commitments). We are monitoring these sites in a coordinated effort with other potentially responsible parties, the EPA, or other governmental authorities.
Environmental 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 it currently does not own (see Note 18 – Contingencies and Commitments). Williams is monitoring these sites in a coordinated effort with other potentially responsible parties, the EPA, or other governmental authorities.
As we are acting as agent for natural gas marketing customers, our natural gas marketing product sales are presented net of the related costs of those activities within our 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.
The project expands our existing Gulf of Mexico offshore infrastructure via a 5-mile 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 will be fractionated and marketed at Discovery’s Paradis plant in Louisiana.
The project expands 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 will be fractionated and marketed at Discovery’s Paradis plant in Louisiana.
We plan 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 1,587 Mdth/d.
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 1,597 Mdth/d.
Proportional Modified EBITDA of equity-method investments decreased at Laurel Mountain due to lower commodity-based gathering rates, MVC, and volumes, and at Aux Sable Liquid Products LP primarily due to our $31 million share of a loss contingency accrual related to our 14 percent ownership.
Proportional Modified EBITDA of equity-method investments decreased at Laurel Mountain due to lower commodity-based gathering rates, MVC, and volumes, and at Aux Sable Liquid Products LP primarily due to Williams’ $31 million share of a loss contingency accrual related to its former ownership in 2023.
We will seek to recover approximately $3 million of accrued costs related to remediation activities by our interstate gas pipelines through future natural gas transmission rates. The remainder of these costs will be funded from operations. During 2023, we paid approximately $7 million for cleanup and/or remediation and monitoring activities.
Williams will seek to recover approximately $3 million of accrued costs related to remediation activities by its interstate gas pipelines through future natural gas transmission rates. The remainder of these costs will be funded from operations. During 2024, Williams paid approximately $11 million for cleanup and/or remediation and monitoring activities.
We plan 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.
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.
Risk Factors in this report. 52 Expansion Projects Our ongoing major expansion projects include the following: Transmission & Gulf of Mexico Deepwater Shenandoah Project In June 2021, we reached an agreement with two third-parties to provide offshore natural gas gathering and transportation services as well as onshore natural gas processing services.
Risk Factors. Expansion Projects Williams’ ongoing major expansion projects include the following: 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.
Southside Reliability Enhancement In July 2023, we 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 Virginia and North Carolina to delivery points in North Carolina.
This project was placed into service in January 2025. Southside Reliability Enhancement In July 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 Virginia and North Carolina to delivery points in North Carolina.
In addition to growth capital and investment expenditures, we also remain committed to projects that maintain our assets for safe and reliable operations, as well as projects that reduce emissions, and meet legal, regulatory, and/or contractual commitments. We intend to fund substantially all planned 2024 capital spending with cash available after paying dividends.
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.
We experience significant earnings volatility from the fair value accounting required for the derivatives used to hedge a portion of the economic value of the underlying transportation and storage portfolio as well as upstream-related production.
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.
The net sum of Service revenues – commodity consideration , Product sales , Product costs, net realized gains and losses on commodity derivatives related to sales of product, and net realized processing commodity expenses for our reportable segments (excludes Other) comprise our Commodity margins .
The net sum of Product sales and service revenues – commodity consideration , Product costs and net processing commodity expenses, and net realized gains and losses on commodity derivatives related to sales of product and shrink gas purchases for processing plants for the reportable segments comprise Commodity Margins .
Transmission & Gulf of Mexico also includes natural gas storage facilities and pipelines providing services in north Texas. • Northeast G&P is comprised of our 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 Pennsylvania, a 66 percent interest in Cardinal which operates in Ohio, a 69 percent equity-method investment in Laurel Mountain, a 50 percent equity-method investment in Blue Racer, and Appalachia Midstream Investments. • West is comprised of our 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 which includes RMM, a former 50 percent equity-method investment in which we acquired the remaining ownership interest in November 2023.
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 Pennsylvania, a 66 percent interest in Cardinal which operates in Ohio, a 69 percent equity-method 56 Table of Contents Management’s Discussion and Analysis (Continued) investment in Laurel Mountain, 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 which includes RMM, a former 50 percent equity-method investment in which Williams acquired the remaining ownership interest in November 2023 (see Note 3 – Acquisitions and Divestitures).
The Product sales decrease primarily consists of: • Lower marketing sales activities at our Gas & NGL Marketing Services segment; • Lower sales from upstream operations within Other; • Lower equity NGL sales prices primarily at our West and Transmission & Gulf of Mexico segments; • Lower system management gas sales primarily at our West and Transmission & Gulf of Mexico segments.
The Product sales and service revenues – commodity consideration decrease primarily consists of: • Lower marketing sales activities at the Gas & NGL Marketing Services segment; • Lower sales from upstream operations at Other; • Lower equity NGL sales prices primarily at the West and Transmission & Gulf of America segments; • Lower system management gas sales primarily at the West and Transmission & Gulf of America segments.
Potential risks and obstacles that could impact the execution of our 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; • 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 and interest rates; • Physical damages to facilities, including damage to offshore facilities by weather-related events; • Other risks set forth under Part I, Item 1A.
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. 59 Table of Contents Management’s Discussion and Analysis (Continued) 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; • 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.
We are jointly and severally liable along with 72 unrelated third parties in some of these activities and solely responsible in others.
Williams is jointly and severally liable along with unrelated third parties in some of these activities and solely responsible in others.
This project is expected to go into service in the second half of 2025. Haynesville Gathering Expansion In February 2023, we announced our agreement with a third party to facilitate natural gas production growth in the Haynesville basin. We plan to construct a greenfield gathering system in support of the third party’s 26,000-acre dedication.
This project is expected to go into service in the third quarter of 2025. 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 the third party’s 26,000-acre dedication.
The system, once constructed, will provide natural gas gathering services to the 54 third party. The third party has also agreed to a long-term capacity commitment on our Louisiana Energy Gateway project. This project is expected to go into service in the second half of 2025.
The system, once completed, will provide natural gas gathering services to the third party. The third party has also agreed to a long-term capacity commitment on Williams’ Louisiana Energy Gateway expansion project. This project is expected to go into service in third quarter 2025.
The purpose of this acquisition was to expand our natural gas storage footprint in the Gulf Coast region, and will be reported in the Transmission & Gulf of 50 Mexico segment. The Gulf Coast Storage Acquisition was funded with cash on hand and $100 million of deferred consideration.
The purpose of this acquisition, which is reported in the Transmission & Gulf of America segment, was to expand Williams’ natural gas storage footprint in the Gulf Coast region. The Gulf Coast Storage Acquisition was funded with cash on hand and $100 million of deferred consideration.
Overthrust Westbound Compression Expansion In November 2023, we filed an application with 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.
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.
Our gas pipeline businesses’ interstate transmission and storage activities are subject to regulation by the FERC and as such, our 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.
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.
Proportional Modified EBITDA of equity-method investments increased primarily due to higher volumes at OPPL as well as higher volumes at RMM, partially offset by lower proportional results as RMM was consolidated as of November 30, 2023. 2022 vs. 2021 West Modified EBITDA increased primarily due to higher Service revenues and a favorable change in Net realized gain (loss) from commodity derivatives, partially offset by higher Other segment costs and expenses.
Proportional Modified EBITDA of equity-method investments decreased primarily due to lower proportional results as RMM was consolidated related to the DJ Basin Acquisitions, as previously discussed, partially offset by higher volumes and higher commodity prices at OPPL. 2023 vs. 2022 West Modified EBITDA increased primarily due to a favorable change in Net realized gain (loss) from commodity derivatives relating to service revenues, higher Proportional Modified EBITDA of equity-method investments, and lower Other segment costs and expenses, partially offset by lower Commodity margins and Service revenues.
Southeast Supply Enhancement We plan to file an application with the FERC as early as the third quarter of 2024 for this project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Virginia and North Carolina to delivery points in Virginia, North Carolina, South Carolina, Georgia, and Alabama.
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.
The cash balance interest crediting rate assumption represents the average long-term rate by which the pension plans’ cash balance accounts are expected to grow. Interest on the cash balance accounts is based on the 30-year U.S.
The cash balance interest crediting rate assumption represents the average long-term rate by which the pension plans’ cash balance accounts are expected to grow. Interest on the cash balance accounts is based on the 30-year U.S. Treasury securities rate. Regulatory Accounting Transco and NWP are regulated by the FERC.
We expect to pay approximately $9 million in 2024 for these activities. Estimates of the most likely costs of cleanup are generally based on completed assessment studies, preliminary results of studies, or our experience with other similar cleanup operations.
Williams expects to pay approximately $5 million in 2025 for these activities. 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.
Other segment costs and expenses increased primarily due to: • Higher operating and administrative costs including higher operating, acquisition, and transition costs related to our MountainWest Acquisition and NorTex Asset Purchase; and higher costs related to timing and scope of general maintenance activities primarily at Transco, partially offset by lower reimbursable electric power costs and storage costs, which are offset by a similar change in electricity reimbursements and storage revenues reflected in Service revenues ; and lower employee-related costs; • Higher project feasibility costs; partially offset by • Favorable changes associated with regulatory liabilities established for the impacts of deferred income taxes at Northwest Pipeline associated with the FERC rate case settlement mentioned above in Service revenues and the absence of 2022 regulatory charges associated with decreases in Transco’s estimated deferred state income tax rate; • A favorable change in equity AFUDC as a result of increased capital expenditures at Transco; • The absence of losses related to Eminence storage cavern abandonments in 2022.
Commodity margins decreased primarily due to a $15 million decrease from Williams’ equity NGLs, driven by unfavorable net realized pricing for equity NGL sales, partially offset by lower prices for natural gas purchases associated with its equity NGL production activities. 71 Table of Contents Management’s Discussion and Analysis (Continued) Other segment costs and expenses increased primarily due to: • Higher operating and administrative costs including higher operating, acquisition, and transition costs related to Williams’ MountainWest Acquisition and NorTex Asset Purchase; and higher costs related to timing and scope of general maintenance activities primarily at Transco, partially offset by lower reimbursable electric power costs and storage costs, which are offset by a similar change in electricity reimbursements and storage revenues reflected in Service revenues ; and lower employee-related costs; • Higher project feasibility costs; partially offset by • Favorable changes associated with regulatory liabilities established for the impacts of deferred income taxes at Northwest Pipeline associated with the FERC rate case settlement mentioned above in Service revenues and the absence of 2022 regulatory charges associated with decreases in Transco’s estimated deferred state income tax rate; • A favorable change in equity AFUDC as a result of increased capital expenditures at Transco; • The absence of losses related to Eminence storage cavern abandonments in 2022.
West Louisiana Energy Gateway In June 2022, we announced our intention to construct new natural gas gathering assets which are expected to gather 1.8 Bcf/d of natural gas produced in the Haynesville Shale basin for delivery to premium markets, including Transco, industrial markets, and growing LNG export demand along the Gulf Coast.
West Louisiana Energy Gateway In August 2024, Williams began construction activities on new natural gas gathering assets which are expected to gather 1.8 Bcf/d of natural gas produced in the Haynesville Shale basin for delivery to premium markets, including Transco, industrial markets, and growing LNG export demand along the Gulf Coast.
Our expected long-term rate of return on plan assets used for our pension plans was 5.17 percent in 2023. The 2023 actual return on plan assets for our pension plans was approximately 11.4 percent. The 10-year average rate of return on pension plan assets through December 2023 was approximately 6.4 percent.
Williams’ expected long-term rate of return on plan assets used for Williams’ pension plans was 5.31 percent in 2024. The 2024 actual return on plan assets for Williams’ pension plans was approximately 8.0 percent. The 10-year average rate of return on pension plan assets through December 2024 was approximately 6.6 percent.
Acquisitions and Divestitures (see Note 3 – Acquisitions and Divestitures) Gulf Coast Storage Acquisition On January 3, 2024, we closed on the acquisition of 100 percent of a strategic portfolio of natural gas storage facilities and pipelines, located in Louisiana and Mississippi, from Hartree Partners LP for $1.95 billion, subject to working capital and post-closing adjustments.
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.
We plan to place the project into service as early as the fourth quarter of 2024, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 423 Mdth/d.
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.
The change from 2022 is primarily due to a change in forward commodity prices relative to our hedge positions in 2023 compared to 2022. 67 2022 vs. 2021 Gas & NGL Marketing Services Modified EBITDA decreased primarily due to higher net unrealized loss from derivative instruments and higher Other segment costs and expenses , partially offset by higher Commodity margins .
The change from 2023 is primarily due to a change in forward commodity prices relative to Williams’ hedge positions in 2024 compared to 2023. 2023 vs. 2022 Gas & NGL Marketing Services Modified EBITDA increased primarily due to a favorable change in Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and higher Commodity margins , partially offset by an unfavorable change in Net unrealized gain (loss) from commodity derivative instruments within Net processing commodity expenses .
Our available liquidity is as follows: Available Liquidity December 31, 2023 (Millions) Cash and cash equivalents $ 2,150 Capacity available under our $3.75 billion credit facility, less amounts outstanding under our $3.5 billion commercial paper program (1) 3,025 $ 5,175 __________ (1) In managing our available liquidity, we do not expect a maximum outstanding amount in excess of the capacity of our credit facility inclusive of any outstanding amounts under our commercial paper program.
Williams available liquidity is as follows: December 31, 2024 (Millions) Cash and cash equivalents $ 60 Capacity available under Williams’ $3.75 billion credit facility, less amounts outstanding under Williams’ $3.5 billion commercial paper program (1) 3,295 $ 3,355 __________ (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.
Gas & NGL Marketing Services Year Ended December 31, 2023 2022 2021 (Millions) Service revenues $ 1 $ 3 $ 3 Product sales (1) 2,060 3,534 4,292 Net realized gain (loss) from commodity derivative instruments (1) 115 17 25 Net unrealized gain (loss) from commodity derivative instruments 702 (321) (109) Net gain (loss) from commodity derivatives 817 (304) (84) Segment revenues 2,878 3,233 4,211 Net unrealized gain (loss) from commodity derivative instruments within Net processing commodity expenses (43) 47 — Product costs (1) (1,786) (3,228) (4,152) Other segment costs and expenses (99) (92) (37) Gas & NGL Marketing Services Modified EBITDA $ 950 $ (40) $ 22 Commodity margins $ 389 $ 323 $ 165 ________________ (1) Included as a component of Commodity margins . 2023 vs. 2022 Gas & NGL Marketing Services Modified EBITDA increased primarily due to a favorable change in Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and higher Commodity margins , partially offset by an unfavorable change in Net unrealized gain (loss) from commodity derivative instruments within Net processing commodity expenses .
Gas & NGL Marketing Services Year Ended December 31, 2024 2023 2022 (Millions) Service revenues $ — $ 1 $ 3 Product sales (1) 2,052 2,060 3,534 Net realized gain (loss) from commodity derivative instruments (1) 72 115 17 Net unrealized gain (loss) from commodity derivative instruments (335) 702 (321) Net gain (loss) from commodity derivatives (263) 817 (304) Segment revenues 1,789 2,878 3,233 Product costs (1) (1,799) (1,786) (3,228) Net unrealized gain (loss) from commodity derivative instruments within Net processing commodity expenses (6) (43) 47 Other segment costs and expenses (108) (99) (92) Gas & NGL Marketing Services Modified EBITDA $ (124) $ 950 $ (40) Commodity margins $ 325 $ 389 $ 323 ________________ (1) Included as a component of Commodity margins . 2024 vs. 2023 Gas & NGL Marketing Services Modified EBITDA decreased primarily due to an unfavorable change in Net unrealized gain (loss) from commodity derivative instruments and lower Commodity margins .
We plan to place the project into service in the fourth quarter of 2024. Deepwater Whale Project In August 2021, we 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.
Transmission & Gulf of America 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.
Our reportable segments are comprised of the following business activities: • Transmission & Gulf of Mexico is comprised of our interstate natural gas pipelines, Transco, Northwest Pipeline, and MountainWest, 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 a 51 percent interest in Gulfstar One, a 50 percent equity-method investment in Gulfstream, and a 60 percent equity-method investment in Discovery.
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, includ ing 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.
Net realized gain (loss) from commodity derivatives relating to service revenues changed favorably due to a change in settled commodity prices relative to our hedge positions.
Net realized gain (loss) from commodity derivatives relating to service revenues reflects a favorable change in settled commodity prices relative to Williams’ natural gas hedge positions.
The following table presents the estimated increase (decrease) in net periodic benefit cost and obligations resulting from a one-percentage-point change in the specific assumption.
The assumptions utilized to compute the benefit obligations and costs are shown in Note 7 – Employee Benefit Plans. The following table presents the estimated increase (decrease) in net periodic benefit cost and obligations resulting from a one-percentage-point change in the specific assumption.
We plan to place the project into service in the second quarter of 2025, assuming timely receipt of all necessary regulatory approvals.
Transco plans to place the project into service during the first quarter of 2025, assuming timely receipt of all necessary regulatory approvals.
Additionally, Appalachia Midstream Investments increased primarily driven by higher gathering volumes and annual rate escalations at Marcellus South, partially offset by lower gathering rates resulting from annual cost of service contract redeterminations and lower volumes at the Bradford Supply Hub. 63 2022 vs. 2021 Northeast G&P Modified EBITDA increased primarily due to higher Service revenues , partially offset by lower Proportional Modified EBITDA of equity-method investments and higher Other segment costs and expenses .
Additionally, Appalachia Midstream Investments increased primarily driven by higher gathering rates partially offset by lower volumes and higher expenses. 2023 vs. 2022 Northeast G&P Modified EBITDA increased primarily due to higher Service revenues , partially offset by lower Proportional Modified EBITDA of equity-method investments and higher Other segment costs and expenses .
Selling, general, and administrative expenses increased primarily due to acquisition and transition-related costs associated with the MountainWest Acquisition. Gain on sale of business resulted from our sale of certain liquids pipelines in the Gulf Coast region (see Note 3 – Acquisitions and Divestitures).
Selling, general, and administrative expenses increased primarily due to acquisition and transition-related costs associated with the MountainWest Acquisition. 68 Table of Contents Management’s Discussion and Analysis (Continued) Gain on sale of business resulted from the sale of certain liquids pipelines in the Gulf Coast region, as previously discussed.
Sources (Uses) of Cash The following table summarizes the sources (uses) of cash and cash equivalents for each of the periods presented (see Notes to Consolidated Financial Statements for the Notes referenced in the table): Cash Flow Year Ended December 31, Category 2023 2022 2021 (Millions) Sources of cash and cash equivalents: Net cash provided (used) by operating activities Operating $ 5,938 $ 4,889 $ 3,945 Proceeds from long-term debt (see Note 12) Financing 2,755 1,755 2,155 Proceeds from (payments of) commercial paper - net Financing 372 345 — Proceeds from sale of business (see Note 3) Investing 346 — — Uses of cash and cash equivalents: Capital expenditures Investing (2,516) (2,253) (1,239) Common dividends paid Financing (2,179) (2,071) (1,992) Purchases of businesses, net of cash acquired (see Note 3) Investing (1,568) (933) (151) Payments of long-term debt (see Note 12) Financing (634) (2,876) (894) Dividends and distributions paid to noncontrolling interests Financing (213) (204) (187) Purchases of and contributions to equity-method investments (see Note 8) Investing (141) (166) (115) Purchases of treasury stock Financing (130) (9) — Other sources / (uses) – net Financing and Investing (32) (5) 16 Increase (decrease) in cash and cash equivalents $ 1,998 $ (1,528) $ 1,538 Operating activities The factors that determine operating activities are largely the same as those that affect Net income (loss) , with the exception of noncash items such as Depreciation and amortization , Provision (benefit) for deferred income taxes , Equity (earnings) losses , Net unrealized (gain) loss from commodity derivative instruments , Gain on sale of business, Inventory write-downs, and Amortization of stock-based awards.
A downgrade of its credit ratings might increase Williams’ 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. 85 Table of Contents Management’s Discussion and Analysis (Continued) 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 Year Ended December 31, Category 2024 2023 2022 (Millions) Sources of cash and cash equivalents: Net cash provided (used) by operating activities Operating $ 4,974 $ 5,938 $ 4,889 Proceeds from long-term debt (Note 13) Financing 3,594 2,755 1,755 Proceeds from sale of business ( Note 3 ) Investing — 346 — Proceeds from dispositions of equity-method investments (Note 3) Investing 161 — — Proceeds from commercial paper – net Financing — 372 345 Uses of cash and cash equivalents: Payments of long-term debt Financing (2,946) (634) (2,876) Purchases of businesses, net of cash acquired ( Note 3 ) Investing (2,244) (1,568) (933) Common dividends paid Financing (2,316) (2,179) (2,071) Capital expenditures Investing (2,573) (2,516) (2,253) Dividends and distributions paid to noncontrolling interests Financing (242) (213) (204) Payments of commercial paper – net Financing (269) — — Purchases of and contributions to equity-method investments Investing (114) (141) (166) Purchases of treasury stock Financing — (130) (9) Other sources / (uses) – net Financing and Investing (115) (32) (5) Increase (decrease) in cash and cash equivalents $ (2,090) $ 1,998 $ (1,528) 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 and amortization , Provision (benefit) for deferred income taxes , Equity (earnings) losses , Net unrealized (gain) loss from commodity derivative instruments , Gain on sale of business, Gain on disposition of equity-method investments, Gain on remeasurement of equity-method investments , Inventory write-downs, and Amortization of stock-based awards.
Product margins from our equity NGLs increased $6 million primarily due to higher net realized NGL sales prices, partially offset by higher net realized prices for natural gas purchases associated with our equity NGL production activities.
Margins also increased $21 million from Williams’ equity NGLs primarily due to lower net realized prices for natural gas purchases and lower volumes of natural gas purchased both associated with equity NGL production activities; partially offset by lower volumes of equity NGL sold and lower net realized NGL sales prices.
Southeast Energy Connector In November 2023, we 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.
The project is expected to provide 364 Mdth/d of new firm transportation service through a combination of increasing capacity, converting interruptible capacity to firm, and utilizing existing capacity. 60 Table of Contents Management’s Discussion and Analysis (Continued) 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.
Net processing commodity expenses increased primarily due to: • Unfavorable change in unrealized gains and losses from commodity derivatives related to processing plant shrink gas purchases (see Note 16 – Commodity Derivatives); 57 • Partially offset by lower natural gas purchases due to lower prices associated with our equity NGL production activities primarily at our West and Transmission & Gulf of Mexico segments.
The Product costs and net processing commodity expenses decrease primarily consists of: • Lower marketing activities at the Gas & NGL Marketing Services segment; • Lower costs associated with NGLs acquired as commodity consideration related to Williams’ equity NGL production activities; • Lower system management gas purchases primarily at the West and Transmission & Gulf of America segments. • Unfavorable change in unrealized gains and losses from commodity derivatives related to processing plant shrink gas purchases; • Partially offset by lower natural gas purchases due to lower prices associated with Williams’ equity NGL production activities primarily at the West and Transmission & Gulf of America segments.
We seek 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 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 $1.65 billion to $1.95 billion, excluding acquisitions.
The project is expected to increase capacity by 150 Mdth/d. 53 Commonwealth Energy Connector In November 2023, we 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.
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.
Treasury securities rate. 55 Results of Operations Consolidated Overview The following table and discussion is a summary of our consolidated results of operations for the three years ended December 31, 2023 and should be read in conjunction with the results of operations by segment, as discussed in further detail following this consolidated overview discussion.
A summary of regulatory assets and liabilities is included in Note 10 – Regulatory Assets and Liabilities. 64 Table of Contents Management’s Discussion and Analysis (Continued) Results of Operations Williams’ Consolidated Overview The following table and discussion is a summary of Williams’ consolidated results of operations for the three years ended December 31, 2024, and should be read in conjunction with the results of operations by segment, as discussed in further detail following this consolidated overview discussion.
Estimates and assumptions utilized include the expected long-term rates of return on plan assets, discount rates, cash balance interest crediting rate, and employee demographics, including retirement age and mortality. These assumptions are reviewed annually and adjustments are made as needed. The assumptions utilized to compute the benefit obligations and costs are shown in Note 7 – Employee Benefit Plans.
These estimates and assumptions involve significant judgment and actual results will likely be different than anticipated. Estimates and assumptions utilized include the expected long-term rates of return on plan assets, discount rates, cash balance interest crediting rate, and employee demographics, including retirement age and mortality. These assumptions are reviewed annually and adjustments are made as needed.
Current estimates of the most likely costs of such activities are approximately $48 million, all of which are included in Accrued and other current liabilities and Regulatory liabilities, deferred income, and other in the Consolidated Balance Sheet at December 31, 2023.
Current estimates of the most likely costs of such activities are approximately $42 million, all of which are included in Other current liabilities 86 Table of Contents Management’s Discussion and Analysis (Continued) and Regulatory liabilities, deferred income, and other at December 31, 2024.
Our interstate natural gas pipeline strategy is to create value by maximizing the utilization of our pipeline capacity by providing high-quality, low-cost transportation of natural gas to large and growing markets.
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.
Other segment costs and expenses decreased primarily due to a favorable change in our net imbalance liability due to changes in pricing, favorable contract settlements in first-quarter 2023, lower corporate allocations, and lower reimbursable compressor power and fuel purchases which are substantially offset in Service revenues.
Commodity margins decreased $68 million primarily due a $46 million decrease from Williams’ equity NGLs and a $14 million decrease from other sales activities, both primarily due to lower net realized commodity pricing. 75 Table of Contents Management’s Discussion and Analysis (Continued) Other segment costs and expenses decreased primarily due to a favorable change in Williams’ net imbalance liability due to changes in pricing, favorable contract settlements in first-quarter 2023, lower corporate allocations, and lower reimbursable compressor power and fuel purchases which are substantially offset in Service revenues.
Liquidity Based on our forecasted levels of cash flow from operations and other sources of liquidity, we expect to have sufficient liquidity to manage our businesses in 2024.
They expect to fund these capital expenditures with cash from operations . 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.
Provision (benefit) for income taxes changed favorably primarily due to a benefit associated with a decrease in our estimate of the state deferred income tax rate, a benefit related to the release of a valuation allowance, and federal settlements, partially offset by higher pre-tax income.
Provision (benefit) for income taxes changed favorably primarily due to lower pre-tax income and a higher benefit associated with decreases in Williams’ estimate of the state deferred income tax rate in both periods.
These services include natural gas gathering, processing, treating, compression and storage, NGL fractionation, transportation and storage, crude oil production handling and transportation, as well as marketing services for NGL, crude oil, and natural gas.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest change(2) The weighted-average interest rate for commercial paper as of December 31, 2023 and 2022 was 5.6 percent and 4.8 percent, respectively. Commodity Price Risk We are exposed to commodity price risk through our natural gas and NGL marketing activities, including contracts to purchase, sell, transport, and store product.
Biggest changeSee Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk for the methods used in determining the fair value of NWP’s long-term debt. 2025 2026 2027 2028 2029 Thereafter Total Fair Value December 31, 2024 (Millions) Long-term debt, including current portion: Fixed rate $ 85 $ — $ 500 $ — $ — $ — $ 585 $ 573 Weighted-average interest rate 4.2 % 4.0 % — % — % — % — % 2024 2025 2026 2027 2028 Thereafter Total Fair Value December 31, 2023 (Millions) Long-term debt: Fixed rate $ — $ 85 $ — $ 500 $ — $ — $ 585 $ 581 Weighted-average interest rate 4.5 % 4.2 % 4.0 % — % — % — % 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.
Our 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’ 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.
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. Our VaR may not be comparable to that of other companies due to differences in the factors used to calculate VaR.
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.
We routinely manage 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 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.
Any borrowings under our credit facility and any issuances under our commercial paper program could be at a variable interest rate and could expose us to the risk of increasing interest rates. The maturity of our long-term debt portfolio is partially influenced by the expected lives of our operating assets.
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.
We may utilize interest rate derivative instruments to hedge interest rate risk associated with future debt issuances (see Note 12 – Debt and Banking Arrangements). The tables below provide information by maturity date about our interest rate risk-sensitive instruments as of December 31, 2023 and 2022.
Williams may utilize interest rate derivative instruments to hedge interest rate risk associated with future debt issuances (see Note 13 – Debt and Banking Arrangements). The tables below provide information by maturity date about the interest rate risk-sensitive instruments as of December 31, 2024 and 2023.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk Our current interest rate risk exposure is related primarily to our debt portfolio. Our debt portfolio is primarily comprised of fixed rate debt, which mitigates the impact of fluctuations in interest rates.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk Williams 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.
See Note 16 – Commodity Derivatives for the amount of change in fair value recognized in our Consolidated Statement of Income. (2) Commodity derivative assets and liabilities exclude $2 million of net cash collateral in Level 1. (3) Commodity derivative assets and liabilities exclude $202 million of net cash collateral in Level 1.
See Note 17 – Commodity Derivatives for the amount of change in fair value recognized in Williams’ Consolidated Statement of Income. (2) Commodity derivative assets and liabilities exclude $288 million of net cash collateral in Level 1. (3) Commodity derivative assets and liabilities exclude $2 million of net cash collateral in Level 1.
We employ daily risk testing, using both VaR and stress testing, to evaluate the risk of our positions. We actively monitor open commodity marketing positions and the resulting VaR and maintain a relatively small risk exposure as total buy volume is close to sell volume, with minimal open natural gas price risk.
Williams employs daily risk testing, using both VaR and stress testing, to evaluate the risk of its positions. Williams actively monitors open commodity marketing positions and the resulting VaR and maintain a relatively small risk exposure as total buy volume is close to sell volume, with minimal open natural gas price risk.
Our open exposure is managed in accordance with established policies that limit market risk and require daily reporting of predicted financial loss to management. Because we generally manage physical gas assets and economically protect our positions by hedging in the futures markets, our open exposure is generally mitigated.
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.
We are also exposed to commodity prices through our upstream business and certain gathering and processing contracts. We use derivative instruments to lock in forward sales prices on a portion of our expected future production and to lock in NGL margin on a portion of our commodity-exposed gathering and processing volumes.
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 VaR associated with these commodity derivatives was $3 million at December 31, 2023 and $8 million at December 31, 2022. We had the following VaRs for the periods shown: Twelve Months Ended December 31, 2023 Six Months Ended December 31, 2022 (Millions) Average $ 4 $ 16 High $ 8 $ 33 Low $ 2 $ 7 76
The VaR associated with these commodity derivatives was $8 million at December 31, 2024 and $3 million at December 31, 2023. Williams had the following VaRs for the period shown: Year Ended December 31, 2024 Year Ended December 31, 2023 (Millions) Average $ 5 $ 4 High $ 8 $ 8 Low $ 3 $ 2 92 Table of Contents
We had the following VaRs for the periods shown: Twelve Months Ended December 31, 2023 Nine Months Ended December 31, 2022 Three Months Ended March 31, 2022 Trading Trading Sequent Only (Millions) Average $ 6 $ 10 $ 6 High $ 13 $ 39 $ 10 Low $ 4 $ 4 $ 4 Our non-trading portfolio primarily consists of commodity derivatives that hedge our upstream business and certain gathering and processing contracts.
Williams had the following VaRs for the period shown: Year Ended December 31, 2024 Year Ended December 31, 2023 (Millions) Average $ 3 $ 6 High $ 15 $ 13 Low $ 1 $ 4 91 Table of Contents Williams’ non-trading portfolio primarily consists of commodity derivatives that hedge Williams’ upstream business and certain gathering and processing contracts.
These economic hedges are not designated for hedge accounting treatment. 74 The maturities of our commodity derivative contracts at December 31, 2023 and 2022 were as follows: Total Fair Value Maturity Fair Value Measurements of Assets (Liabilities) Using (1) 2024 2025 - 2026 2027 - 2028+ (Millions) Level 1 (2) $ 138 $ 110 $ 33 $ (5) Level 2 (166) 14 (71) (109) Level 3 53 2 16 35 Fair value of contracts outstanding at December 31, 2023 $ 25 $ 126 $ (22) $ (79) Total Fair Value Maturity Fair Value Measurements of Assets (Liabilities) Using (1) 2023 2024 - 2025 2026 - 2027+ (Millions) Level 1 (3) $ (2) $ 11 $ (9) $ (4) Level 2 (586) (171) (224) (191) Level 3 (56) (19) 2 (39) Fair value of contracts outstanding at December 31, 2022 $ (644) $ (179) $ (231) $ (234) _______________ (1) See Note 15 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk for discussion of valuation techniques by level within the fair value hierarchy.
The fair value measurements and maturities of Williams’ commodity derivative assets (liabilities) at December 31, 2024 and 2023, were as follows: Total Fair Value Maturity Fair Value Measurements Level (1) 2025 2026 - 2027 2028 - 2029+ (Millions) Level 1 (2) $ (105) $ (41) $ (56) $ (8) Level 2 (287) (97) (112) (78) Level 3 48 11 8 29 Fair value of contracts outstanding at December 31, 2024 $ (344) $ (127) $ (160) $ (57) 90 Table of Contents Total Fair Value Maturity Fair Value Measurements Level (1) 2024 2025 - 2026 2027 - 2028+ (Millions) Level 1 (3) $ 138 $ 110 $ 33 $ (5) Level 2 (166) 14 (71) (109) Level 3 53 2 16 35 Fair value of contracts outstanding at December 31, 2023 $ 25 $ 126 $ (22) $ (79) _______________ (1) See Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk for discussion of valuation techniques by level within the fair value hierarchy.
For the first quarter of 2022, the VaR presented reflects the legacy Sequent operations only. 75 The VaR associated with our integrated natural gas trading operations was $9 million at December 31, 2023 and $10 million at December 31, 2022.
The VaR associated with Williams’ integrated natural gas trading operations was $4 million at December 31, 2024 and $9 million at December 31, 2023.
See Note 15 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk for the methods used in determining the fair value of our long-term debt. 2024 2025 2026 2027 2028 Thereafter (1) Total Fair Value December 31, 2023 (Millions) Long-term debt, including current portion: Fixed rate $ 2,338 $ 2,263 $ 2,345 $ 1,993 $ 1,445 $ 15,329 $ 25,713 $ 25,553 Weighted-average interest rate 4.9 % 5.0 % 5.1 % 5.0 % 5.1 % 5.1 % Commercial paper (2) $ 725 $ — $ — $ — $ — $ — $ 725 $ 725 2023 2024 2025 2026 2027 Thereafter (1) Total Fair Value December 31, 2022 (Millions) Long-term debt, including current portion: Fixed rate $ 629 $ 2,281 $ 1,619 $ 1,245 $ 1,993 $ 14,787 $ 22,554 $ 21,569 Weighted-average interest rate 5.0 % 5.0 % 5.1 % 5.0 % 5.0 % 5.1 % Commercial paper (2) $ 350 $ — $ — $ — $ — $ — $ 350 $ 350 __________________ (1) Includes unamortized discount / premium and debt issuance costs.
See Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk for the methods used in determining the fair value of Williams’ long-term debt. 2025 2026 2027 2028 2029 Thereafter Total Fair Value December 31, 2024 (Millions) Long-term debt, including current portion: Fixed rate $ 1,720 $ 2,345 $ 1,994 $ 1,445 $ 1,600 $ 17,618 $ 26,722 $ 25,830 Weighted-average interest rate 5.1 % 5.1 % 5.0 % 5.1 % 5.1 % 5.2 % Commercial paper (1) $ 455 $ — $ — $ — $ — $ — $ 455 $ 455 2024 2025 2026 2027 2028 Thereafter Total Fair Value December 31, 2023 (Millions) Long-term debt, including current portion: Fixed rate $ 2,338 $ 2,263 $ 2,345 $ 1,993 $ 1,445 $ 15,583 $ 25,967 $ 25,553 Weighted-average interest rate 4.9 % 5.0 % 5.1 % 5.0 % 5.1 % 5.1 % Commercial paper (1) $ 725 $ — $ — $ — $ — $ — $ 725 $ 725 __________________ (1) The weighted-average interest rate for commercial paper as of December 31, 2024 and 2023 was 4.6 percent and 5.6 percent, respectively. 88 Table of Contents Transco At December 31, 2024 and 2023, Transco’s debt portfolio included only fixed rate debt, which mitigates the impact of fluctuations in interest rates.
Removed
Starting in the second quarter of 2022, following the further integration of our legacy trading activities with the operations acquired in the Sequent Acquisition, we now present VaR for our integrated natural gas trading operations.
Added
The tables exclude unamortized debt issuance costs and net unamortized debt premium (discount) as disclosed in Note 13 – Debt and Banking Arrangements.
Added
Any borrowings under the credit facility would be at a variable interest rate and would expose it to the risk of increasing interest rates. The following tables provide Transco’s information by maturity date about the interest rate risk-sensitive instruments, as of December 31, 2024 and 2023.
Added
The tables exclude unamortized debt issuance costs and net unamortized debt premium (discount) as disclosed in Note 13 – Debt and Banking Arrangements.
Added
See Note 16 – Fair Value Measurements, Guarantees, and Concentration of Credit Risk for the methods used in determining the fair value of Transco’s long-term debt. 2025 2026 2027 2028 2029 Thereafter Total Fair Value December 31, 2024 (Millions) Long-term debt, excluding other financing obligation: Fixed rate $ — $ 1,208 $ — $ 400 $ — $ 2,575 $ 4,183 $ 3,858 Weighted-average interest rate 5.2 % 4.8 % 4.2 % 4.2 % 4.2 % 4.5 % Other financing obligations, including current portion: Fixed rate $ 35 $ 37 $ 41 $ 45 $ 50 $ 878 $ 1,086 $ 1,418 Weighted-average interest rate 9.2 % 9.2 % 9.2 % 9.2 % 9.2 % 9.3 % 2024 2025 2026 2027 2028 Thereafter Total Fair Value December 31, 2023 (Millions) Long-term debt, excluding other financing obligation: Fixed rate $ — $ — $ 1,208 $ — $ 400 $ 2,575 $ 4,183 $ 3,948 Weighted-average interest rate 5.2 % 5.2 % 4.4 % 4.2 % 4.2 % 4.4 % Other financing obligations, including current portion: Fixed rate $ 32 $ 35 $ 37 $ 41 $ 45 $ 926 $ 1,116 $ 1,490 Weighted-average interest rate 9.2 % 9.2 % 9.2 % 9.2 % 9.2 % 9.3 % 89 Table of Contents NWP At December 31, 2024 and 2023, NWP’s debt portfolio included only fixed rate debt, which mitigates the impact of fluctuations in interest rates.
Added
Any borrowings under the credit facility would be at a variable interest rate and would expose it to the risk of increasing interest rates. The following tables provide NWP’s information by maturity date about the interest rate risk-sensitive instruments, as of December 31, 2024 and 2023.
Added
The tables exclude unamortized debt issuance costs and net unamortized debt premium (discount) as disclosed in Note 13 – Debt and Banking Arrangements.

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