8-K
WILLIAMS COMPANIES, INC. (WMB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2025
The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-4174 | 73-0569878 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction of<br>incorporation) | (Commission <br>File Number) | (IRS Employer <br>Identification No.) | One Williams Center | ||
| --- | --- | ||||
| Tulsa, Oklahoma | 74172-0172 | ||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 800-945-5426 (800-WILLIAMS)
NOT APPLICABLE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 par value | WMB | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On August 4, 2025, The Williams Companies, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release and accompanying financial highlights and operating statistics and reconciliation schedules are furnished herewith as Exhibit 99.1 and are incorporated herein in their entirety by reference.
The press release and accompanying financial highlights and operating statistics and reconciliation schedules are being furnished pursuant to Item 2.02, Results of Operations and Financial Condition. The information furnished is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
(a) None
(b) None
(c) None
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of the Company dated August 4, 2025, publicly announcing the Company's financial results, with Non-GAAP Reconciliations, Financial Highlights, and Operating Statistics, for the quarter ended June 30, 2025. |
| 104 | Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE WILLIAMS COMPANIES, INC. | |||
|---|---|---|---|
| (Registrant) | |||
| Dated: | August 4, 2025 | By: | /s/ JOHN D. PORTER |
| John D. Porter | |||
| Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
Document
Exhibit 99.1
| News Release | Williams (NYSE: WMB)<br><br>One Williams Center<br><br>Tulsa, OK 74172<br><br>800-Williams<br><br>www.williams.com |
|---|
DATE: Monday, Aug. 4, 2025
| MEDIA CONTACT: | INVESTOR CONTACTS: | |
|---|---|---|
| media@williams.com <br>(800) 945-8723 | Danilo Juvane<br>(918) 573-5075 | Caroline Sardella<br>(918) 230-9992 |
Williams Delivers Strong Second-Quarter 2025 Results
and Raises Full-Year 2025 Guidance
TULSA, Okla. – Williams (NYSE: WMB) today announced its unaudited financial results for the three and six months ended June 30, 2025.
Consistently strong base business drives performance of key financial metrics
•GAAP net income: $546 million, or $0.45 per diluted share (EPS)
•Adjusted net income: $566 million, or $0.46 per diluted share (Adj. EPS), up 9% and 7%, respectively, vs. 2Q 2024
•Adjusted EBITDA: $1.808 billion – up $141 million or 8% vs. 2Q 2024
•Cash flow from operations (CFFO): $1.45 billion – up $171 million or 13% vs. 2Q 2024
•Available funds from operations (AFFO): $1.317 billion – up $67 million or 5% vs. 2Q 2024
•Dividend coverage ratio: 2.16x (AFFO basis)
•Increasing 2025 Adj. EBITDA guidance midpoint by another $50 million to $7.75 billion
Executing with discipline and agility in rapidly evolving energy landscape
•Placed Transco's Texas to Louisiana Energy Pathway and Southeast Energy Connector expansion projects into service April 1, 2025
•Accelerated timeline for Transco's Southeast Supply Enhancement project
•Signed precedent agreement for Transco's Northeast Supply Enhancement
•Transco and Gulfstream achieved all-time records for summer natural gas volumes
•Acquired Saber Midstream, enhancing Haynesville gathering footprint
•Broke ground on Socrates, a $1.6 billion Power Innovation project to serve growing AI demand
•Placed deepwater Ballymore and Shenandoah expansions in-service
•Placed Louisiana Energy Gateway in-service and completed Haynesville West expansion
•Published 2024 Sustainability Report highlighting industry-leading performance
CEO Perspective
Chad Zamarin, president and chief executive officer, made the following comments:
“Williams delivered another outstanding quarter with Adjusted EBITDA up 8% over second quarter last year, driven primarily by Transco expansions and new volumes in the Gulf as well as higher volumes in our Northeast and West gathering and processing segments. With the continued strength of our base business and our recent acquisition of Saber Midstream in the Haynesville, we expect earnings growth
to continue to build in the second half of the year. As a result, we are raising our 2025 Adjusted EBITDA guidance midpoint again by $50 million to $7.75 billion, for a total increase of $350 million from our original 2025 guidance.
"Our teams continue to deliver across our entire asset base. We recently completed six projects, including Texas to Louisiana Energy Pathway, Louisiana Energy Gateway and the Shenandoah deepwater project. We also accelerated the timeline for Transco’s Southeast Supply Enhancement project to meet growing demand for natural gas across the Mid-Atlantic and Southeast."
Zamarin added, "At Williams, we’re investing in infrastructure that will power America’s future. Our strong and steady growth across our portfolio underscores the critical role of natural gas as the backbone of reliable, affordable, and clean energy. We’re proud to build the infrastructure that is essential to meeting energy needs in the U.S. and globally."
| Williams Summary Financial Information | Year to Date | ||
|---|---|---|---|
| Amounts in millions, except ratios and per-share amounts. Per share amounts are reported on a diluted basis. Net income amounts are from continuing operations attributable to The Williams Companies, Inc. available to common stockholders. | 2024 | 2025 | 2024 |
| GAAP Measures | |||
| Net Income | 401 | 1,236 | 1,032 |
| Net Income Per Share | 0.33 | 1.01 | 0.84 |
| Cash Flow From Operations | 1,279 | 2,883 | 2,513 |
| Non-GAAP Measures (1) | |||
| Adjusted EBITDA | 1,667 | 3,797 | 3,601 |
| Adjusted Net Income | 521 | 1,296 | 1,240 |
| Adjusted Earnings Per Share | 0.43 | 1.06 | 1.01 |
| Available Funds from Operations | 1,250 | 2,762 | 2,757 |
| Dividend Coverage Ratio | 2.16 | 2.26 | 2.38 |
| Other | |||
| Debt-to-Adjusted EBITDA at Quarter End (2) | 3.76 | ||
| Capital Investments (Excluding Acquisitions) (3) | 663 | 1,709 | 1,226 |
| (1) Schedules reconciling Adjusted Net Income, Adjusted EBITDA, Available Funds from Operations and Dividend Coverage Ratio (non-GAAP measures) to the most comparable GAAP measure are available at www.williams.com and as an attachment to this news release. | |||
| (2) Does not represent leverage ratios measured for WMB credit agreement compliance or leverage ratios as calculated by the major credit ratings agencies. Debt is net of cash on hand, and Adjusted EBITDA reflects the sum of the last four quarters. | |||
| (3) Capital Investments include increases to property, plant, and equipment (growth & maintenance capital), purchases of and contributions to equity-method investments and purchases of other long-term investments. 2Q 2025 and year-to-date 2025 exclude 43 million for the acquisition of Saber Midstream, which closed June 2025. Year-to-date 2025 capital also excludes 319 million for the acquisition of Rimrock, which closed January 2025, and 153 million for the investment in Cogentrix, which closed March 2025, and 1 million for an adjustment of the Crowheart acquisition and Discovery consolidation, which closed 2024. Year-to-date 2024 capital excludes 1.844 billion for the acquisition of the Gulf Coast Storage assets, which closed January 2024. |
All values are in US Dollars.
GAAP Measures
Second-quarter and year-to-date 2025 net income increased by $145 million and $204 million, respectively, compared to the prior year. Both comparative periods benefited from higher service revenues of $204 million and $302 million, respectively, driven by Transco expansion projects, new Gulf volumes, and higher gathering and processing volumes in the Northeast and West, as well as favorable changes of $167 million and $227 million, respectively, in net unrealized gains/losses on commodity derivatives. The year-to-date improvement also benefited from higher realized results from upstream operations including contributions from the fourth-quarter 2024 Crowheart acquisition. These favorable changes for both periods were partially offset by higher depreciation expense, higher operating costs, lower interest income and lower equity allowance for funds used during construction (equity AFUDC) associated with capital projects at our regulated natural gas pipelines. The tax provision for both periods increased primarily due to higher pretax income.
Second-quarter and year-to-date 2025 cash flow from operations increased compared to the prior year primarily due to favorable net changes to derivative collateral requirements and higher operating results exclusive of non-cash items. The second-quarter period was also impacted by net unfavorable changes in working capital, while the year-to-date net changes in working capital were favorable.
Non-GAAP Measures
Second-quarter 2025 Adjusted EBITDA increased by $141 million over the prior year, driven by the previously described increases in service revenues, partially offset by higher operating costs and lower equity AFUDC. Year-to-date 2025 Adjusted EBITDA increased by $196 million over the prior year, driven by the previously described increases in service revenues and higher net realized results from upstream operations, partially offset by higher operating and administrative costs and lower equity AFUDC. Both periods also benefited from adjustments to reflect the timing of Transco’s rate case.
Second-quarter and year-to-date 2025 Adjusted Net Income improved by $45 million and $56 million, respectively, over the prior year, driven by the previously described impacts to net income, adjusted primarily to remove the effects of net unrealized gains/losses on commodity derivatives and reflect the timing of Transco’s rate case, as well as the related income tax effects of such adjustments.
Second-quarter 2025 Available Funds From Operations (AFFO) increased by $67 million compared to the prior year primarily due to higher results from operations, exclusive of non-cash items, and higher distributions from equity-method investees. Year-to-date 2025 AFFO increased by $5 million compared to the prior year as increased distributions from equity-method investees were substantially offset by lower contributions from noncontrolling interests.
Business Segment Results & Form 10-Q
Williams' operations are comprised of the following reportable segments: Transmission & Gulf of America, Northeast G&P, West and Gas & NGL Marketing Services, as well as Other. For more information, see the company's second-quarter 2025 Form 10-Q.
| Second Quarter | Year to Date | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in millions | Modified EBITDA | Adjusted EBITDA | Modified EBITDA | Adjusted EBITDA | |||||||||
| 2Q 2025 | |||||||||||||
| Transmission & Gulf of America | 891 | 808 | 83 | 903 | 812 | 91 | 1,749 | 1,637 | 112 | 1,765 | 1,651 | $114 | |
| Northeast G&P | 501 | 481 | 20 | 501 | 479 | 22 | 1,015 | 985 | 30 | 1,015 | 983 | 32 | |
| West | 341 | 318 | 23 | 341 | 319 | 22 | 695 | 645 | 50 | 695 | 647 | 48 | |
| Gas & NGL Marketing Services | (30) | (126) | 96 | (15) | (14) | (1) | 122 | (25) | 147 | 140 | 175 | (35) | |
| Other | 118 | 47 | 71 | 78 | 71 | 7 | 193 | 123 | 70 | 182 | 145 | 37 | |
| Total | 1,821 | 1,528 | 293 | 1,808 | 1,667 | 141 | 3,774 | 3,365 | 409 | 3,797 | 3,601 | $196 | |
| Note: Williams uses Modified EBITDA for its segment reporting. Definitions of Modified EBITDA and Adjusted EBITDA and schedules reconciling to net income are included in this news release. |
All values are in US Dollars.
Transmission & Gulf of America
Second-quarter and year-to-date 2025 Modified and Adjusted EBITDA improved compared to the prior year driven by Transco expansion projects and new Gulf volumes, partially offset by lower equity AFUDC. Modified EBITDA for the 2024 periods was impacted by one-time acquisition costs, which are excluded from Adjusted EBITDA, while adjusted EBITDA for the 2025 periods reflect adjustments for the timing of Transco’s rate case.
Northeast G&P
Second-quarter 2025 Modified and Adjusted EBITDA increased compared to the prior year driven primarily by higher gathering and processing volumes at Ohio Valley Midstream, Cardinal, and Bradford.
West
Second-quarter 2025 Modified and Adjusted EBITDA increased compared to the prior year driven by higher volumes in the Haynesville and new volumes from the 2025 Rimrock and Saber acquisitions, partially offset by lower minimum volume commitment (MVC) revenues in the Eagle Ford. The year-to-date period also benefited from higher commodity margins.
Gas & NGL Marketing Services
Second-quarter 2025 Modified EBITDA increased from the prior year primarily reflecting a $102 million net favorable change in unrealized gains/losses on commodity derivatives, which is excluded from Adjusted EBITDA. Year-to-date 2025 Modified EBITDA also increased from the prior year reflecting a $194 million net favorable change in unrealized gains/losses on commodity derivatives, which is excluded from Adjusted EBITDA, partially offset by a decline in gas marketing margins.
Other
The increase in second-quarter 2025 Modified EBITDA compared to the prior year reflects a $65 million favorable change in unrealized gains/losses on commodity derivatives, which is excluded from Adjusted EBITDA. The increase in year-to-date 2025 Modified EBITDA reflects improved realized results from upstream operations, including contributions from the Crowheart acquisition in fourth-quarter 2024, and a $33 million net favorable change in unrealized gains/losses on commodity derivatives, which is excluded from Adjusted EBITDA.
2025 Financial Guidance
The company is raising the midpoint of its 2025 Adjusted EBITDA guidance by $50 million to $7.75 billion within the range of between $7.6 billion and $7.9 billion. The company continues to expect 2025 growth capex to between $2.575 billion and $2.875 billion and maintenance capex remains between $650 million and $750 million, excluding capital of $150 million for emissions reduction and modernization initiatives. Williams expects its leverage ratio midpoint for 2025 to be 3.65x and has increased the dividend by 5.3% on an annualized basis to $2.00 in 2025 from $1.90 in 2024.
Williams' Second-Quarter 2025 Materials to be Posted Shortly; Q&A Webcast Scheduled for Tomorrow
Williams' second-quarter 2025 earnings presentation will be posted at www.williams.com. The company's second-quarter 2025 earnings conference call and webcast with analysts and investors is scheduled for Tuesday, Aug. 5, at 9:30 a.m. Eastern Time (8:30 a.m. Central Time). Participants who wish to join the call by phone must register using the following link: https://register-conf.media-server.com/register/BI0c7d8b43d5744aa5bfbc571f1e145173
A webcast link to the conference call will be provided on Williams' Investor Relations website. A replay of the webcast will also be available on the website for at least 90 days following the event.
About Williams
Williams (NYSE: WMB) is a trusted energy industry leader committed to safely, reliably, and responsibly meeting growing energy demand. We use our 33,000-mile pipeline infrastructure to move a third of the nation’s natural gas to where it's needed most, supplying the energy used to heat our homes, cook our food and generate low-carbon electricity. For over a century, we’ve been driven by a passion for doing things the right way. Today, our team of problem solvers is leading the charge into the clean energy future – by powering the global economy while delivering immediate emissions reductions within our natural gas network and investing in new energy technologies. Learn more at www.williams.com.
The Williams Companies, Inc.
Consolidated Statement of Income
(Unaudited)
| Three Months Ended <br>June 30, | Six Months Ended <br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| (Millions, except per-share amounts) | ||||||||
| Revenues: | ||||||||
| Service revenues | $ | 2,041 | $ | 1,837 | $ | 4,044 | $ | 3,742 |
| Service revenues – commodity consideration | 47 | 18 | 96 | 48 | ||||
| Product sales | 657 | 610 | 1,715 | 1,455 | ||||
| Net gain (loss) from commodity derivatives | 36 | (129) | (26) | (138) | ||||
| Total revenues | 2,781 | 2,336 | 5,829 | 5,107 | ||||
| Costs and expenses: | ||||||||
| Product costs | 474 | 424 | 1,089 | 950 | ||||
| Net processing commodity expenses | 4 | 17 | 32 | 22 | ||||
| Operating and maintenance expenses | 572 | 522 | 1,114 | 1,033 | ||||
| Depreciation, depletion, and amortization expenses | 605 | 540 | 1,190 | 1,088 | ||||
| Selling, general, and administrative expenses | 168 | 164 | 362 | 350 | ||||
| Other (income) expense – net | 13 | (27) | 3 | (44) | ||||
| Total costs and expenses | 1,836 | 1,640 | 3,790 | 3,399 | ||||
| Operating income (loss) | 945 | 696 | 2,039 | 1,708 | ||||
| Equity earnings (losses) | 142 | 147 | 297 | 284 | ||||
| Other investing income (loss) – net | 4 | 18 | 12 | 42 | ||||
| Interest expense | (350) | (339) | (699) | (688) | ||||
| Other income (expense) – net | 16 | 33 | 30 | 64 | ||||
| Income (loss) before income taxes | 757 | 555 | 1,679 | 1,410 | ||||
| Less: Provision (benefit) for income taxes | 174 | 129 | 367 | 322 | ||||
| Net income (loss) | 583 | 426 | 1,312 | 1,088 | ||||
| Less: Net income (loss) attributable to noncontrolling interests | 37 | 25 | 75 | 55 | ||||
| Net income (loss) attributable to The Williams Companies, Inc. | 546 | 401 | 1,237 | 1,033 | ||||
| Less: Preferred stock dividends | — | — | 1 | 1 | ||||
| Net income (loss) available to common stockholders | $ | 546 | $ | 401 | $ | 1,236 | $ | 1,032 |
| Basic earnings (loss) per common share: | ||||||||
| Net income (loss) available to common stockholders | $ | .45 | $ | .33 | $ | 1.01 | $ | .85 |
| Weighted-average shares (thousands) | 1,221,650 | 1,219,367 | 1,221,158 | 1,218,761 | ||||
| Diluted earnings (loss) per common share: | ||||||||
| Net income (loss) available to common stockholders | $ | .45 | $ | .33 | $ | 1.01 | $ | .84 |
| Weighted-average shares (thousands) | 1,224,284 | 1,222,236 | 1,224,462 | 1,222,229 |
The Williams Companies, Inc.
Consolidated Balance Sheet
(Unaudited)
| June 30, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (Millions, except per-share amounts) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 903 | $ | 60 |
| Trade accounts and other receivables (net of allowance of ($1) at June 30, 2025 and December 31, 2024) | 1,563 | 1,863 | ||
| Inventories | 335 | 279 | ||
| Derivative assets | 202 | 267 | ||
| Other current assets and deferred charges | 218 | 192 | ||
| Total current assets | 3,221 | 2,661 | ||
| Investments | 4,209 | 4,140 | ||
| Property, plant, and equipment | 59,391 | 57,395 | ||
| Accumulated depreciation, depletion, and amortization | (19,618) | (18,703) | ||
| Property, plant, and equipment – net | 39,773 | 38,692 | ||
| Intangible assets – net | 7,100 | 7,209 | ||
| Regulatory assets, deferred charges, and other | 1,838 | 1,830 | ||
| Total assets | $ | 56,141 | $ | 54,532 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 1,414 | $ | 1,613 |
| Derivative liabilities | 108 | 164 | ||
| Other current liabilities | 1,521 | 1,360 | ||
| Commercial paper | — | 455 | ||
| Long-term debt due within one year | 2,969 | 1,720 | ||
| Total current liabilities | 6,012 | 5,312 | ||
| Long-term debt | 25,603 | 24,736 | ||
| Deferred income tax liabilities | 4,563 | 4,376 | ||
| Regulatory liabilities, deferred income, and other | 5,158 | 5,268 | ||
| Contingent liabilities and commitments | ||||
| Equity: | ||||
| Stockholders’ equity: | ||||
| Preferred stock ($1 par value; 30 million shares authorized at June 30, 2025 and December 31, 2024; 35 thousand shares issued at June 30, 2025 and December 31, 2024) | 35 | 35 | ||
| Common stock ($1 par value; 1,470 million shares authorized at June 30, 2025 and December 31, 2024; 1,260 million shares issued at June 30, 2025 and 1,258 million shares issued at December 31, 2024) | 1,260 | 1,258 | ||
| Capital in excess of par value | 24,633 | 24,643 | ||
| Retained deficit | (12,387) | (12,396) | ||
| Accumulated other comprehensive income (loss) | 77 | 76 | ||
| Treasury stock, at cost (39 million shares at June 30, 2025 and December 31, 2024 of common stock) | (1,180) | (1,180) | ||
| Total stockholders’ equity | 12,438 | 12,436 | ||
| Noncontrolling interests in consolidated subsidiaries | 2,367 | 2,404 | ||
| Total equity | 14,805 | 14,840 | ||
| Total liabilities and equity | $ | 56,141 | $ | 54,532 |
The Williams Companies, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
| Six Months Ended <br>June 30, | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||||||||||||
| (Millions) | ||||||||||||||||
| OPERATING ACTIVITIES: | ||||||||||||||||
| Net income (loss) | $ | 1,312 | $ | 1,088 | ||||||||||||
| Adjustments to reconcile to net cash provided (used) by operating activities: | ||||||||||||||||
| Depreciation, depletion, and amortization | 1,190 | 1,088 | ||||||||||||||
| Provision (benefit) for deferred income taxes | 186 | 258 | ||||||||||||||
| Equity (earnings) losses | (297) | (284) | ||||||||||||||
| Distributions from equity-method investees | 412 | 394 | ||||||||||||||
| Net unrealized (gain) loss from commodity derivative instruments | (4) | 223 | ||||||||||||||
| Inventory write-downs | 4 | 6 | ||||||||||||||
| Amortization of stock-based awards | 49 | 48 | ||||||||||||||
| Cash provided (used) by changes in current assets and liabilities: | ||||||||||||||||
| Accounts receivable | 301 | 270 | ||||||||||||||
| Inventories | (61) | (3) | ||||||||||||||
| Other current assets and deferred charges | (36) | 12 | ||||||||||||||
| Accounts payable | (265) | (219) | ||||||||||||||
| Other current liabilities | 150 | (76) | ||||||||||||||
| Changes in current and noncurrent commodity derivative assets and liabilities | 19 | (141) | ||||||||||||||
| Other, including changes in noncurrent assets and liabilities | (77) | (151) | ||||||||||||||
| Net cash provided (used) by operating activities | 2,883 | 2,513 | ||||||||||||||
| FINANCING ACTIVITIES: | ||||||||||||||||
| Proceeds from (payments of) commercial paper – net | (454) | (95) | ||||||||||||||
| Proceeds from long-term debt | 2,994 | 2,100 | ||||||||||||||
| Payments of long-term debt | (975) | (2,274) | ||||||||||||||
| Payments for debt issuance costs | (26) | (18) | ||||||||||||||
| Proceeds from issuance of common stock | 5 | 5 | ||||||||||||||
| Common dividends paid | (1,221) | (1,158) | ||||||||||||||
| Dividends and distributions paid to noncontrolling interests | (131) | (130) | ||||||||||||||
| Contributions from noncontrolling interests | 19 | 36 | ||||||||||||||
| Other – net | (57) | (18) | ||||||||||||||
| Net cash provided (used) by financing activities | 154 | (1,552) | ||||||||||||||
| INVESTING ACTIVITIES: | ||||||||||||||||
| Property, plant, and equipment: | ||||||||||||||||
| Capital expenditures (1) | (1,984) | (1,123) | ||||||||||||||
| Dispositions – net | (40) | (27) | ||||||||||||||
| Purchases of businesses, net of cash acquired | (1) | (1,844) | ||||||||||||||
| Purchases of and contributions to equity-method investments | (179) | (82) | ||||||||||||||
| Other – net | 10 | 20 | ||||||||||||||
| Net cash provided (used) by investing activities | (2,194) | (3,056) | ||||||||||||||
| Increase (decrease) in cash and cash equivalents | 843 | (2,095) | ||||||||||||||
| Cash and cash equivalents at beginning of year | 60 | 2,150 | ||||||||||||||
| Cash and cash equivalents at end of period | $ | 903 | $ | 55 | ||||||||||||
| _________ | ||||||||||||||||
| (1) Increases to property, plant, and equipment | $ | (2,041) | $ | (1,141) | ||||||||||||
| Changes in related accounts payable and accrued liabilities | 57 | 18 | ||||||||||||||
| Capital expenditures | $ | (1,984) | $ | (1,123) | ||||||||||||
| Transmission & Gulf of America | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| (UNAUDITED) | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | Year-to-date | ||||||||
| Regulated interstate natural gas transportation, storage, and other revenues (1) | $ | 836 | $ | 805 | $ | 833 | $ | 864 | $ | 3,338 | $ | 873 | $ | 892 | $ | 1,765 |
| Gathering, processing, storage and transportation revenues (1) | 137 | 147 | 167 | 170 | 621 | 179 | 218 | 397 | ||||||||
| Other fee revenues | 12 | 9 | 7 | 9 | 37 | 13 | 11 | 24 | ||||||||
| Commodity margins | 9 | 5 | 11 | 28 | 53 | 14 | 17 | 31 | ||||||||
| Operating and administrative costs (1) | (254) | (261) | (294) | (295) | (1,104) | (270) | (286) | (556) | ||||||||
| Other segment income (expenses) - net (1) | 43 | 54 | 46 | 12 | 155 | 13 | 2 | 15 | ||||||||
| Proportional Modified EBITDA of equity-method investments | 46 | 49 | 41 | 37 | 173 | 36 | 37 | 73 | ||||||||
| Modified EBITDA | 829 | 808 | 811 | 825 | 3,273 | 858 | 891 | 1,749 | ||||||||
| Adjustments | 10 | 4 | 19 | 1 | 34 | 4 | 12 | 16 | ||||||||
| Adjusted EBITDA | $ | 839 | $ | 812 | $ | 830 | $ | 826 | $ | 3,307 | $ | 862 | $ | 903 | $ | 1,765 |
| Statistics for Operated Assets | ||||||||||||||||
| Natural Gas Transmission (2) | ||||||||||||||||
| Transcontinental Gas Pipe Line | ||||||||||||||||
| Avg. daily transportation volumes (MMdth) | 14.6 | 12.9 | 14.3 | 14.1 | 14.0 | 15.9 | 14.0 | 15.0 | ||||||||
| Avg. daily firm reserved capacity (MMdth) | 20.3 | 19.7 | 20.1 | 20.4 | 20.1 | 20.8 | 20.6 | 20.7 | ||||||||
| Northwest Pipeline LLC | ||||||||||||||||
| Avg. daily transportation volumes (MMdth) | 3.1 | 2.2 | 2.1 | 2.1 | 2.4 | 3.0 | 2.4 | 2.7 | ||||||||
| Avg. daily firm reserved capacity (MMdth) | 3.8 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | 3.7 | ||||||||
| MountainWest (3) | ||||||||||||||||
| Avg. daily transportation volumes (MMdth) | 4.3 | 3.2 | 3.6 | 4.1 | 3.8 | 3.7 | 3.1 | 3.4 | ||||||||
| Avg. daily firm reserved capacity (MMdth) | 8.4 | 8.0 | 8.1 | 8.3 | 8.2 | 8.4 | 8.0 | 8.2 | ||||||||
| Gulfstream - Non-consolidated | ||||||||||||||||
| Avg. daily transportation volumes (MMdth) | 1.0 | 1.2 | 1.4 | 1.1 | 1.2 | 1.0 | 1.3 | 1.2 | ||||||||
| Avg. daily firm reserved capacity (MMdth) | 1.4 | 1.4 | 1.4 | 1.4 | 1.4 | 1.4 | 1.4 | 1.4 | ||||||||
| Gathering, Processing, and Crude Oil Transportation | ||||||||||||||||
| Gathering volumes (Bcf/d) | 0.52 | 0.58 | 0.55 | 0.55 | 0.55 | 0.58 | 0.68 | 0.63 | ||||||||
| Plant inlet natural gas volumes (Bcf/d) | 0.72 | 0.62 | 0.73 | 0.75 | 0.71 | 0.78 | 0.89 | 0.84 | ||||||||
| NGL production (Mbbls/d) | 43 | 43 | 49 | 54 | 47 | 61 | 76 | 68 | ||||||||
| NGL equity sales (Mbbls/d) | 8 | 10 | 9 | 13 | 10 | 10 | 15 | 12 | ||||||||
| Crude oil transportation volumes (Mbbls/d) | 118 | 114 | 109 | 110 | 113 | 124 | 196 | 160 | ||||||||
| (1) Excludes certain amounts associated with revenues and operating costs for tracked or reimbursable charges. | ||||||||||||||||
| (2) Tbtu converted to MMdth at one trillion British thermal units = one million dekatherms. | ||||||||||||||||
| (3) Includes 100% of the volumes associated with the operated equity-method investment White River Hub, LLC. | ||||||||||||||||
| Northeast G&P | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| (UNAUDITED) | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | Year-to-date | ||||||||
| Gathering, processing, transportation, and fractionation revenues (1) | $ | 411 | $ | 398 | $ | 407 | $ | 419 | $ | 1,635 | $ | 420 | $ | 419 | $ | 839 |
| Other fee revenues | 34 | 35 | 33 | 33 | 135 | 35 | 37 | 72 | ||||||||
| Commodity margins | 11 | — | 8 | 5 | 24 | 6 | 6 | 12 | ||||||||
| Operating and administrative costs (1) | (108) | (108) | (120) | (105) | (441) | (106) | (113) | (219) | ||||||||
| Other segment income (expenses) - net | (1) | 3 | (1) | 2 | 3 | — | (2) | (2) | ||||||||
| Proportional Modified EBITDA of equity-method investments | 157 | 153 | 149 | 143 | 602 | 159 | 154 | 313 | ||||||||
| Modified EBITDA | 504 | 481 | 476 | 497 | 1,958 | 514 | 501 | 1,015 | ||||||||
| Adjustments | — | (2) | 8 | 2 | 8 | — | — | — | ||||||||
| Adjusted EBITDA | $ | 504 | $ | 479 | $ | 484 | $ | 499 | $ | 1,966 | $ | 514 | $ | 501 | $ | 1,015 |
| Statistics for Operated Assets | ||||||||||||||||
| Gathering and Processing | ||||||||||||||||
| Consolidated (2) | ||||||||||||||||
| Gathering volumes (Bcf/d) | 4.33 | 4.11 | 4.04 | 4.16 | 4.16 | 4.39 | 4.15 | 4.27 | ||||||||
| Plant inlet natural gas volumes (Bcf/d) | 1.76 | 1.77 | 1.99 | 1.93 | 1.86 | 1.86 | 1.89 | 1.88 | ||||||||
| NGL production (Mbbls/d) | 133 | 136 | 140 | 145 | 139 | 137 | 138 | 137 | ||||||||
| NGL equity sales (Mbbls/d) | 1 | 1 | 1 | — | 1 | 1 | 1 | 1 | ||||||||
| Non-consolidated (3) | ||||||||||||||||
| Gathering volumes (Bcf/d) (4) | 6.57 | 6.24 | 6.20 | 6.05 | 6.27 | 6.47 | 6.72 | 6.59 | ||||||||
| Plant inlet natural gas volumes (Bcf/d) | 0.98 | 0.94 | 0.98 | 1.04 | 0.98 | 0.94 | 1.13 | 1.04 | ||||||||
| NGL production (Mbbls/d) | 72 | 70 | 72 | 74 | 72 | 68 | 71 | 69 | ||||||||
| NGL equity sales (Mbbls/d) | 3 | 6 | 5 | 5 | 5 | 5 | 4 | 4 | ||||||||
| (1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges. | ||||||||||||||||
| (2) Includes volumes associated with Susquehanna Supply Hub, the Northeast JV, and Utica Supply Hub, all of which are consolidated. | ||||||||||||||||
| (3) Includes 100% of the volumes associated with operated equity-method investments, including the Laurel Mountain Midstream partnership, Blue Racer Midstream, and the Bradford Supply Hub and the Marcellus South Supply Hub within the Appalachia Midstream Services partnership. | ||||||||||||||||
| (4) 2024 and 1st Qtr 2025 columns have been updated to reflect revised gathering volumes for Blue Racer Midstream. | ||||||||||||||||
| West | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| (UNAUDITED) | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | Year-to-date | ||||||||
| Net gathering, processing, transportation, storage, and fractionation revenues (1) | $ | 421 | $ | 397 | $ | 409 | $ | 427 | $ | 1,654 | $ | 415 | $ | 426 | $ | 841 |
| Other fee revenues | 8 | 5 | 4 | 8 | 25 | 8 | 5 | 13 | ||||||||
| Commodity margins | 12 | 30 | 27 | 28 | 97 | 34 | 29 | 63 | ||||||||
| Operating and administrative costs (1) | (139) | (148) | (157) | (147) | (591) | (152) | (150) | (302) | ||||||||
| Other segment income (expenses) - net | — | (2) | 5 | (8) | (5) | 11 | (1) | 10 | ||||||||
| Proportional Modified EBITDA of equity-method investments | 25 | 36 | 35 | 36 | 132 | 38 | 32 | 70 | ||||||||
| Modified EBITDA | 327 | 318 | 323 | 344 | 1,312 | 354 | 341 | 695 | ||||||||
| Adjustments | 1 | 1 | 7 | 1 | 10 | — | — | — | ||||||||
| Adjusted EBITDA | $ | 328 | $ | 319 | $ | 330 | $ | 345 | $ | 1,322 | $ | 354 | $ | 341 | $ | 695 |
| Statistics for Operated Assets | ||||||||||||||||
| Gathering and Processing | ||||||||||||||||
| Gathering volumes (Bcf/d) (2) (3) | 5.75 | 5.25 | 5.38 | 5.46 | 5.46 | 5.69 | 5.94 | 5.81 | ||||||||
| Plant inlet natural gas volumes (Bcf/d) | 1.52 | 1.48 | 1.57 | 1.57 | 1.54 | 1.52 | 1.69 | 1.60 | ||||||||
| NGL production (Mbbls/d) | 87 | 91 | 91 | 90 | 90 | 83 | 102 | 93 | ||||||||
| NGL equity sales (Mbbls/d) | 6 | 8 | 6 | 7 | 7 | 6 | 8 | 7 | ||||||||
| NGL and Crude Oil Transportation volumes (Mbbls/d) (4) | 220 | 292 | 304 | 314 | 282 | 310 | 292 | 301 | ||||||||
| (1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges. | ||||||||||||||||
| (2) Includes 100% of the volumes associated with the Rimrock Asset Purchase gathering assets after the purchase on January 31, 2025. 1st Qtr 2025 volumes were revised to reflect the average gathering volumes over the entire period. If averaged over the period owned, 1st Qtr 2025 volumes would have been 5.71 Bcf/d. | ||||||||||||||||
| (3) Includes 100% of the volumes associated with the Saber Midstream Asset Purchase gathering assets after the purchase on June 2, 2025. Volumes for 2nd Qtr 2025 if averaged over the period owned would have been 6.42 Bcf/d. | ||||||||||||||||
| (4) Includes 100% of the volumes associated with Overland Pass Pipeline Company (an operated equity-method investment), Rocky Mountain Midstream, and Bluestem pipelines. | ||||||||||||||||
| Gas & NGL Marketing Services | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| (UNAUDITED) | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | Year-to-date | ||||||||
| Commodity margins | $ | 236 | $ | 3 | $ | 23 | $ | 63 | $ | 325 | $ | 191 | $ | (16) | $ | 175 |
| Net unrealized gain (loss) from derivative instruments | (95) | (106) | 10 | (150) | (341) | (3) | (4) | (7) | ||||||||
| Operating and administrative costs | (40) | (23) | (22) | (23) | (108) | (39) | (19) | (58) | ||||||||
| Other segment income (expenses) - net | — | — | — | — | — | — | 1 | 1 | ||||||||
| Proportional Modified EBITDA of equity-method investments | — | — | — | — | — | 3 | 8 | 11 | ||||||||
| Modified EBITDA | 101 | (126) | 11 | (110) | (124) | 152 | (30) | 122 | ||||||||
| Adjustments | 88 | 112 | (7) | 146 | 339 | 3 | 15 | 18 | ||||||||
| Adjusted EBITDA | $ | 189 | $ | (14) | $ | 4 | $ | 36 | $ | 215 | $ | 155 | $ | (15) | $ | 140 |
| Statistics | ||||||||||||||||
| Product Sales Volumes | ||||||||||||||||
| Natural Gas (Bcf/d) | 7.53 | 6.98 | 7.14 | 6.81 | 7.11 | 7.27 | 6.17 | 6.72 | ||||||||
| NGLs (Mbbls/d) | 170 | 162 | 182 | 196 | 177 | 182 | 170 | 176 | ||||||||
| Other | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| (UNAUDITED) | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | Year-to-date | ||||||||
| Service revenues | $ | 4 | $ | 4 | $ | 4 | $ | 3 | $ | 15 | $ | 4 | $ | 4 | $ | 8 |
| Net realized product sales | 113 | 109 | 96 | 137 | 455 | 153 | 146 | 299 | ||||||||
| Net unrealized gain (loss) from derivative instruments | 3 | (25) | 3 | (7) | (26) | (29) | 40 | 11 | ||||||||
| Operating and administrative costs | (51) | (50) | (51) | (77) | (229) | (54) | (76) | (130) | ||||||||
| Other segment income (expenses) - net | 7 | 9 | 4 | — | 20 | 1 | 4 | 5 | ||||||||
| Proportional Modified EBITDA of equity-method investments | — | — | 2 | — | 2 | — | — | — | ||||||||
| Modified EBITDA | 76 | 47 | 58 | 56 | 237 | 75 | 118 | 193 | ||||||||
| Adjustments | (2) | 24 | (3) | 14 | 33 | 29 | (40) | (11) | ||||||||
| Adjusted EBITDA | $ | 74 | $ | 71 | $ | 55 | $ | 70 | $ | 270 | $ | 104 | $ | 78 | $ | 182 |
| Statistics | ||||||||||||||||
| Net Product Sales Volumes(1) | ||||||||||||||||
| Natural Gas (Bcf/d) | 0.28 | 0.24 | 0.29 | 0.29 | 0.27 | 0.27 | 0.29 | 0.28 | ||||||||
| NGLs (Mbbls/d) | 8 | 8 | 9 | 10 | 9 | 10 | 12 | 11 | ||||||||
| Crude Oil (Mbbls/d) | 5 | 5 | 4 | 5 | 5 | 7 | 8 | 8 | ||||||||
| (1) Includes 100% of the volumes associated with the Crowheart Acquisition upstream assets after the purchase on November 1, 2024. 4th Qtr 2024 and Year 2024 volumes were revised to reflect the average volumes over the entire period. If averaged over the period owned, the 4th Qtr 2024 and Year 2024 volumes would have been: Natural Gas 0.31 Bcf/d and 0.31 Bcf/d, NGLs 10 Mbbls/ and 11 Mbbls/d, Crude Oil 6 Mbbls/d and 6 Mbbls/d, respectively. | ||||||||||||||||
| Capital Expenditures and Investments | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| (UNAUDITED) | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | Year | ||||||||
| Capital expenditures: | ||||||||||||||||
| Transmission & Gulf of America | $ | 310 | $ | 397 | $ | 459 | $ | 428 | $ | 1,594 | $ | 369 | $ | 590 | $ | 959 |
| Northeast G&P | 71 | 46 | 54 | 53 | 224 | 62 | 39 | 101 | ||||||||
| West | 120 | 90 | 98 | 180 | 488 | 549 | 274 | 823 | ||||||||
| Gas & NGL Marketing Services | — | — | 1 | — | 1 | — | 1 | 1 | ||||||||
| Other | 43 | 46 | 70 | 107 | 266 | 32 | 68 | 100 | ||||||||
| Total (1) | $ | 544 | $ | 579 | $ | 682 | $ | 768 | $ | 2,573 | $ | 1,012 | $ | 972 | $ | 1,984 |
| Purchases of and contributions to equity-method investments: | ||||||||||||||||
| Transmission & Gulf of America | $ | 27 | $ | 10 | $ | — | $ | — | $ | 37 | $ | — | $ | — | $ | — |
| Northeast G&P | 25 | 19 | 19 | 12 | 75 | 10 | 10 | 20 | ||||||||
| West | — | 1 | — | 1 | 2 | — | — | — | ||||||||
| Gas & NGL Marketing Services | — | — | — | — | — | 153 | — | 153 | ||||||||
| Other | — | — | — | — | — | — | 6 | 6 | ||||||||
| Total | $ | 52 | $ | 30 | $ | 19 | $ | 13 | $ | 114 | $ | 163 | $ | 16 | $ | 179 |
| Summary: | ||||||||||||||||
| Transmission & Gulf of America | $ | 337 | $ | 407 | $ | 459 | $ | 428 | $ | 1,631 | $ | 369 | $ | 590 | $ | 959 |
| Northeast G&P | 96 | 65 | 73 | 65 | 299 | 72 | 49 | 121 | ||||||||
| West | 120 | 91 | 98 | 181 | 490 | 549 | 274 | 823 | ||||||||
| Gas & NGL Marketing Services | — | — | 1 | — | 1 | 153 | 1 | 154 | ||||||||
| Other | 43 | 46 | 70 | 107 | 266 | 32 | 74 | 106 | ||||||||
| Total | $ | 596 | $ | 609 | $ | 701 | $ | 781 | $ | 2,687 | $ | 1,175 | $ | 988 | $ | 2,163 |
| Capital investments: | ||||||||||||||||
| Increases to property, plant, and equipment | $ | 509 | $ | 632 | $ | 699 | $ | 741 | $ | 2,581 | $ | 978 | $ | 1,063 | $ | 2,041 |
| Purchases of businesses, net of cash acquired | 1,851 | (7) | 151 | 249 | 2,244 | 1 | — | 1 | ||||||||
| Purchases of and contributions to equity-method investments | 52 | 30 | 19 | 13 | 114 | 163 | 16 | 179 | ||||||||
| Purchases of other long-term investments | 2 | 1 | 2 | 6 | 11 | 1 | 3 | 4 | ||||||||
| Total | $ | 2,414 | $ | 656 | $ | 871 | $ | 1,009 | $ | 4,950 | $ | 1,143 | $ | 1,082 | $ | 2,225 |
| (1) Increases to property, plant, and equipment | $ | 509 | $ | 632 | $ | 699 | $ | 741 | $ | 2,581 | $ | 978 | $ | 1,063 | $ | 2,041 |
| Changes in related accounts payable and accrued liabilities | 35 | (53) | (17) | 27 | (8) | 34 | (91) | (57) | ||||||||
| Capital expenditures | $ | 544 | $ | 579 | $ | 682 | $ | 768 | $ | 2,573 | $ | 1,012 | $ | 972 | $ | 1,984 |
| Contributions from noncontrolling interests | $ | 26 | $ | 10 | $ | — | $ | — | $ | 36 | $ | 5 | $ | 14 | $ | 19 |
| Contributions in aid of construction | $ | 10 | $ | 13 | $ | — | $ | 4 | $ | 27 | $ | 10 | $ | 16 | $ | 26 |
| Proceeds from dispositions of equity-method investments | $ | — | $ | — | $ | 161 | $ | — | $ | 161 | $ | — | $ | — | $ | — |
Non-GAAP Measures
This news release and accompanying materials may include certain financial measures – adjusted EBITDA, adjusted income (“earnings”), adjusted earnings per share, available funds from operations and dividend coverage ratio – that are non-GAAP financial measures as defined under the rules of the SEC.
Our segment performance measure, modified EBITDA, is defined as net income (loss) before income (loss) from discontinued operations, income tax expense, net interest expense, equity earnings from equity-method investments, other net investing income, impairments of equity investments and goodwill, depreciation and amortization expense, and accretion expense associated with asset retirement obligations for nonregulated operations. We also add our proportional ownership share (based on ownership interest) of modified EBITDA of equity-method investments, including our indirect share from interests owned by equity-method investees.
Adjusted EBITDA further excludes items of income or loss that we characterize as unrepresentative of our ongoing operations. Such items are excluded from net income to determine adjusted income and adjusted earnings per share. Management believes this measure provides investors meaningful insight into results from ongoing operations.
Available funds from operations (AFFO) is defined as cash flow from operations excluding the effect of changes in working capital and certain other changes in noncurrent assets and liabilities, reduced by preferred dividends and net distributions to noncontrolling interests. AFFO may be adjusted to exclude certain items that we characterize as unrepresentative of our ongoing operations.
This news release is accompanied by a reconciliation of these non-GAAP financial measures to their nearest GAAP financial measures. Management uses these financial measures because they are accepted financial indicators used by investors to compare company performance. In addition, management believes that these measures provide investors an enhanced perspective of the operating performance of assets and the cash that the business is generating.
Neither adjusted EBITDA, adjusted income, nor available funds from operations are intended to represent cash flows for the period, nor are they presented as an alternative to net income or cash flow from operations. They should not be considered in isolation or as substitutes for a measure of performance prepared in accordance with United States generally accepted accounting principles.
| Reconciliation of Income (Loss) from Continuing Operations Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (UNAUDITED) | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| (Dollars in millions, except per-share amounts) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | Year-to-date | ||||||||
| Income (loss) from continuing operations attributable to The Williams Companies, Inc. available to common stockholders | $ | 631 | $ | 401 | $ | 705 | $ | 485 | $ | 2,222 | $ | 690 | $ | 546 | $ | 1,236 |
| Income (loss) from continuing operations - diluted earnings (loss) per common share (1) | $ | .52 | $ | .33 | $ | .58 | $ | .40 | $ | 1.82 | $ | .56 | $ | .45 | $ | 1.01 |
| Adjustments: | ||||||||||||||||
| Transmission & Gulf of America | ||||||||||||||||
| Transco rate case timing* | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 4 | $ | 11 | $ | 15 |
| Acquisition and transition-related costs* | 10 | 4 | 3 | 1 | 18 | — | 1 | 1 | ||||||||
| Impact of change in payroll policy* | — | — | 16 | — | 16 | — | — | — | ||||||||
| Total Transmission & Gulf of America adjustments | 10 | 4 | 19 | 1 | 34 | 4 | 12 | 16 | ||||||||
| Northeast G&P | ||||||||||||||||
| Adjustment of prior year accrual for loss contingency* | — | (3) | — | — | (3) | — | — | — | ||||||||
| Our share of operator transition costs at Blue Racer Midstream* | — | 1 | 1 | 2 | 4 | — | — | — | ||||||||
| Impact of change in payroll policy* | — | — | 7 | — | 7 | — | — | — | ||||||||
| Total Northeast G&P adjustments | — | (2) | 8 | 2 | 8 | — | — | — | ||||||||
| West | ||||||||||||||||
| Acquisition and transition-related costs* | 1 | 1 | — | 1 | 3 | — | — | — | ||||||||
| Impact of change in payroll policy* | — | — | 7 | — | 7 | — | — | — | ||||||||
| Total West adjustments | 1 | 1 | 7 | 1 | 10 | — | — | — | ||||||||
| Gas & NGL Marketing Services | ||||||||||||||||
| Impact of volatility on NGL linefill transactions* | (6) | 5 | 2 | (4) | (3) | — | 11 | 11 | ||||||||
| Net unrealized (gain) loss from derivative instruments | 94 | 107 | (10) | 150 | 341 | 3 | 4 | 7 | ||||||||
| Impact of change in payroll policy* | — | — | 1 | — | 1 | — | — | — | ||||||||
| Total Gas & NGL Marketing Services adjustments | 88 | 112 | (7) | 146 | 339 | 3 | 15 | 18 | ||||||||
| Other | ||||||||||||||||
| Acquisition and transition-related costs* | — | — | — | 1 | 1 | — | — | — | ||||||||
| Net unrealized (gain) loss from derivative instruments | (2) | 24 | (3) | 7 | 26 | 29 | (40) | (11) | ||||||||
| Settlement charge related to former operations* | — | — | — | 6 | 6 | — | — | — | ||||||||
| Total Other adjustments | (2) | 24 | (3) | 14 | 33 | 29 | (40) | (11) | ||||||||
| Adjustments included in Modified EBITDA | 97 | 139 | 24 | 164 | 424 | 36 | (13) | 23 | ||||||||
| Adjustments below Modified EBITDA | ||||||||||||||||
| Transco rate case timing | — | — | — | — | — | 11 | 35 | 46 | ||||||||
| Gain on remeasurement of Discovery investment | — | — | (127) | — | (127) | — | — | — | ||||||||
| Gain on sale of Aux Sable investment | — | — | (149) | — | (149) | — | — | — | ||||||||
| Our share of Blue Racer Midstream debt extinguishment loss | — | — | — | 3 | 3 | — | — | — | ||||||||
| Our share of accelerated depreciation related to operator transition at Blue Racer Midstream | — | — | — | 1 | 1 | — | — | — | ||||||||
| Imputed interest expense on deferred consideration obligations* | 12 | 12 | 11 | 5 | 40 | — | — | — | ||||||||
| Amortization of intangible assets from 2021 Sequent acquisition | 7 | 7 | 8 | 7 | 29 | 5 | 4 | 9 | ||||||||
| 19 | 19 | (257) | 16 | (203) | 16 | 39 | 55 | |||||||||
| Total adjustments | 116 | 158 | (233) | 180 | 221 | 52 | 26 | 78 | ||||||||
| Less tax effect for above items | (28) | (38) | 56 | (42) | (52) | (12) | (6) | (18) | ||||||||
| Adjustments for tax-related items (2) | — | — | — | (44) | (44) | — | — | — | ||||||||
| Adjusted income from continuing operations available to common stockholders | $ | 719 | $ | 521 | $ | 528 | $ | 579 | $ | 2,347 | $ | 730 | $ | 566 | $ | 1,296 |
| Adjusted income from continuing operations - diluted earnings per common share (1) | $ | .59 | $ | .43 | $ | .43 | $ | .47 | $ | 1.92 | $ | .60 | $ | .46 | $ | 1.06 |
| Weighted-average shares - diluted (thousands) | 1,222,222 | 1,222,236 | 1,222,869 | 1,224,472 | 1,222,954 | 1,224,641 | 1,224,284 | 1,224,462 | ||||||||
| (1) The sum of earnings per share for the quarters may not equal the total earnings per share for the year due to changes in the weighted-average number of common shares outstanding. | ||||||||||||||||
| (2) The fourth quarter of 2024 includes an adjustment associated with a decrease in our estimated deferred state income tax rate. | ||||||||||||||||
| *Amounts are included in Additional adjustments on the Reconciliation of Cash Flow from Operating Activities to Non-GAAP Available Funds from Operations (AFFO). | ||||||||||||||||
| Reconciliation of "Net Income (Loss)" to “Modified EBITDA” and Non-GAAP “Adjusted EBITDA” | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| (UNAUDITED) | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | Year-to-date | ||||||||
| Net income (loss) | $ | 662 | $ | 426 | $ | 741 | $ | 517 | $ | 2,346 | $ | 729 | $ | 583 | $ | 1,312 |
| Provision (benefit) for income taxes | 193 | 129 | 227 | 91 | 640 | 193 | 174 | 367 | ||||||||
| Interest expense | 349 | 339 | 338 | 338 | 1,364 | 349 | 350 | 699 | ||||||||
| Equity (earnings) losses | (137) | (147) | (147) | (129) | (560) | (155) | (142) | (297) | ||||||||
| Other investing (income) loss - net | (24) | (18) | (290) | (11) | (343) | (8) | (4) | (12) | ||||||||
| Proportional Modified EBITDA of equity-method investments | 228 | 238 | 227 | 216 | 909 | 236 | 231 | 467 | ||||||||
| Depreciation, depletion, and amortization expenses | 548 | 540 | 566 | 565 | 2,219 | 585 | 605 | 1,190 | ||||||||
| Accretion expense associated with asset retirement obligations for nonregulated operations | 18 | 21 | 17 | 25 | 81 | 24 | 24 | 48 | ||||||||
| Modified EBITDA | $ | 1,837 | $ | 1,528 | $ | 1,679 | $ | 1,612 | $ | 6,656 | $ | 1,953 | $ | 1,821 | $ | 3,774 |
| Transmission & Gulf of America | $ | 829 | $ | 808 | $ | 811 | $ | 825 | $ | 3,273 | $ | 858 | $ | 891 | $ | 1,749 |
| Northeast G&P | 504 | 481 | 476 | 497 | 1,958 | 514 | 501 | 1,015 | ||||||||
| West | 327 | 318 | 323 | 344 | 1,312 | 354 | 341 | 695 | ||||||||
| Gas & NGL Marketing Services | 101 | (126) | 11 | (110) | (124) | 152 | (30) | 122 | ||||||||
| Other | 76 | 47 | 58 | 56 | 237 | 75 | 118 | 193 | ||||||||
| Total Modified EBITDA | $ | 1,837 | $ | 1,528 | $ | 1,679 | $ | 1,612 | $ | 6,656 | $ | 1,953 | $ | 1,821 | $ | 3,774 |
| Adjustments (1): | ||||||||||||||||
| Transmission & Gulf of America | $ | 10 | $ | 4 | $ | 19 | $ | 1 | $ | 34 | $ | 4 | $ | 12 | $ | 16 |
| Northeast G&P | — | (2) | 8 | 2 | 8 | — | — | — | ||||||||
| West | 1 | 1 | 7 | 1 | 10 | — | — | — | ||||||||
| Gas & NGL Marketing Services | 88 | 112 | (7) | 146 | 339 | 3 | 15 | 18 | ||||||||
| Other | (2) | 24 | (3) | 14 | 33 | 29 | (40) | (11) | ||||||||
| Total Adjustments | $ | 97 | $ | 139 | $ | 24 | $ | 164 | $ | 424 | $ | 36 | $ | (13) | $ | 23 |
| Adjusted EBITDA: | ||||||||||||||||
| Transmission & Gulf of America | $ | 839 | $ | 812 | $ | 830 | $ | 826 | $ | 3,307 | $ | 862 | $ | 903 | $ | 1,765 |
| Northeast G&P | 504 | 479 | 484 | 499 | 1,966 | 514 | 501 | 1,015 | ||||||||
| West | 328 | 319 | 330 | 345 | 1,322 | 354 | 341 | 695 | ||||||||
| Gas & NGL Marketing Services | 189 | (14) | 4 | 36 | 215 | 155 | (15) | 140 | ||||||||
| Other | 74 | 71 | 55 | 70 | 270 | 104 | 78 | 182 | ||||||||
| Total Adjusted EBITDA | $ | 1,934 | $ | 1,667 | $ | 1,703 | $ | 1,776 | $ | 7,080 | $ | 1,989 | $ | 1,808 | $ | 3,797 |
| (1) Adjustments by segment are detailed in the "Reconciliation of Income (Loss) from Continuing Operations Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income," which is also included in these materials. | ||||||||||||||||
| Reconciliation of Cash Flow from Operating Activities to Non-GAAP Available Funds from Operations (AFFO) | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| (UNAUDITED) | ||||||||||||||||
| 2025 | ||||||||||||||||
| (Dollars in millions, except coverage ratios) | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | Year | |||||||||
| Net cash provided (used) by operating activities | 1,234 | $ | 1,279 | $ | 1,243 | $ | 1,218 | $ | 4,974 | $ | 1,433 | $ | 1,450 | $ | 2,883 | |
| Exclude: Cash (provided) used by changes in: | ||||||||||||||||
| Accounts receivable | 44 | (97) | 536 | 169 | (82) | (219) | (301) | |||||||||
| Inventories, including write-downs | 35 | 1 | 1 | (1) | (29) | 86 | 57 | |||||||||
| Other current assets and deferred charges | (3) | 28 | (25) | (9) | 40 | (4) | 36 | |||||||||
| Accounts payable | (90) | 98 | (456) | (139) | 29 | 236 | 265 | |||||||||
| Other current liabilities | (142) | 32 | (143) | (35) | 70 | (220) | (150) | |||||||||
| Changes in current and noncurrent commodity derivative assets and liabilities | 73 | (67) | 212 | 286 | (4) | (15) | (19) | |||||||||
| Other, including changes in noncurrent assets and liabilities | 90 | 49 | 45 | 245 | 29 | 48 | 77 | |||||||||
| Preferred dividends paid | — | (1) | (1) | (3) | (1) | — | (1) | |||||||||
| Dividends and distributions paid to noncontrolling interests | (66) | (48) | (64) | (242) | (69) | (62) | (131) | |||||||||
| Contributions from noncontrolling interests | 10 | — | — | 36 | 5 | 14 | 19 | |||||||||
| Additional Adjustments * | 20 | 48 | 12 | 97 | 24 | 3 | 27 | |||||||||
| Available funds from operations | 1,507 | $ | 1,250 | $ | 1,286 | $ | 1,335 | $ | 5,378 | $ | 1,445 | $ | 1,317 | $ | 2,762 | |
| Common dividends paid | 579 | $ | 579 | $ | 579 | $ | 579 | $ | 2,316 | $ | 610 | $ | 611 | $ | 1,221 | |
| Coverage ratio: | ||||||||||||||||
| Available funds from operations divided by Common dividends paid | 2.16 | 2.22 | 2.31 | 2.32 | 2.37 | 2.16 | 2.26 | |||||||||
| *See detail on Reconciliation of Income (Loss) from Continuing Operations Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income. The first quarter of 2025 also includes 20 million related to an expected distribution from an equity-method investee not received until early April. This amount is excluded from the second quarter of 2025. |
All values are in US Dollars.
| Reconciliation of Net Income (Loss) from Continuing Operations to Modified EBITDA, Non-GAAP Adjusted EBITDA and Cash Flow from Operating Activities to Available Funds from Operations (AFFO) | ||||||
|---|---|---|---|---|---|---|
| 2025 Guidance | ||||||
| (Dollars in millions, except per-share amounts and coverage ratio) | Low | Mid | High | |||
| Net income (loss) from continuing operations | $ | 2,605 | $ | 2,720 | $ | 2,835 |
| Provision (benefit) for income taxes | 775 | 810 | 845 | |||
| Interest expense | 1,430 | |||||
| Equity (earnings) losses | (605) | |||||
| Proportional Modified EBITDA of equity-method investments | 985 | |||||
| Depreciation and amortization expenses and accretion for asset retirement obligations associated with nonregulated operations | 2,420 | |||||
| Other | (18) | |||||
| Modified EBITDA | $ | 7,592 | $ | 7,742 | $ | 7,892 |
| EBITDA Adjustments | 8 | |||||
| Adjusted EBITDA | $ | 7,600 | $ | 7,750 | $ | 7,900 |
| Net income (loss) from continuing operations | $ | 2,605 | $ | 2,720 | $ | 2,835 |
| Less: Net income (loss) attributable to noncontrolling interests and preferred dividends | 165 | |||||
| Net income (loss) from continuing operations attributable to The Williams Companies, Inc. available to common stockholders | $ | 2,440 | $ | 2,555 | $ | 2,670 |
| Adjustments: | ||||||
| Adjustments included in Modified EBITDA(1) | 8 | |||||
| Adjustments below Modified EBITDA (2) | 18 | |||||
| Allocation of adjustments to noncontrolling interests | — | |||||
| Total adjustments | 26 | |||||
| Less tax effect for above items | (6) | |||||
| Adjusted income from continuing operations available to common stockholders | $ | 2,460 | $ | 2,575 | $ | 2,690 |
| Adjusted income from continuing operations - diluted earnings per common share | $ | 2.01 | $ | 2.10 | $ | 2.19 |
| Weighted-average shares - diluted (millions) | 1,227 | |||||
| Available Funds from Operations (AFFO): | ||||||
| Net cash provided by operating activities (net of changes in working capital, changes in current and noncurrent derivative assets and liabilities, and changes in other, including changes in noncurrent assets and liabilities) | $ | 5,785 | $ | 5,900 | $ | 6,015 |
| Preferred dividends paid | (3) | |||||
| Dividends and distributions paid to noncontrolling interests | (275) | |||||
| Contributions from noncontrolling interests | 41 | |||||
| Additional adjustments(3) | 12 | |||||
| Available funds from operations (AFFO) | $ | 5,560 | $ | 5,675 | $ | 5,790 |
| AFFO per common share | $ | 4.53 | $ | 4.63 | $ | 4.72 |
| Common dividends paid | $ | 2,445 | ||||
| Coverage Ratio (AFFO/Common dividends paid) | 2.27x | 2.32x | 2.37x | |||
| (1) Primarily includes June year-to-date adjustments (excluding timing related items) as shown in the "Reconciliation of Income (Loss) from Continuing Operations Attributable to The Williams Companies, Inc. to Non-GAAP Adjusted Income". | ||||||
| (2) Adjustments reflect amortization of intangible assets from Sequent acquisition. | ||||||
| (3) Primarily includes June year-to-date adjustments (excluding timing related items) as shown in the "Reconciliation of Cash Flow from Operating Activities to Non-GAAP Available Funds from Operations (AFFO)". |
Forward-Looking Statements
The reports, filings, and other public announcements of The Williams Companies, Inc. (Williams) may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcomes of regulatory proceedings, market conditions, and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, included in this report that address activities, events, or developments that we expect, believe, or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in-service date,” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:
•Levels of dividends to Williams' stockholders;
•Future credit ratings of 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.
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. 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;
•Exposure to the credit risk of customers and counterparties;
•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;
•The ability 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;
•The ability to effectively execute our 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 our facilities;
•Acts of terrorism, cybersecurity incidents, and related disruptions;
•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, tariffs on foreign-made materials and goods (including steel and steel pipes) necessary to our 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 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 we are able to pay current and expected levels of dividends;
•Additional risks described in our filings with the Securities and Exchange Commission (SEC).
Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking
statements. 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.
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. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.
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. For a detailed discussion of those factors, see (a) Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 25, 2025, and (b) Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10-Q.
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