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): February 10, 2026
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 February 10, 2026, The Williams Companies, Inc. (the "Company") issued a press release announcing its financial results for the quarter and year ended December 31, 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 February 10, 2026, publicly announcing the Company's financial results, with Non-GAAP Reconciliations, Financial Highlights, and Operating Statistics, for the quarter and year ended December 31, 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: | February 10, 2026 | By: | /s/ JOHN D. PORTER |
| John D. Porter | |||
| Executive 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: Tuesday, Feb. 10, 2026
| 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 Another Year of Record Results; Company to Host Analyst Day Event Today Starting at 8:30 a.m. ET
TULSA, Okla. – Williams (NYSE: WMB) today announced its unaudited financial results for the three and 12 months ended Dec. 31, 2025.
Natural gas focused strategy continues to drive key financial results
•GAAP net income: $2.615 billion, or $2.14 per diluted share (EPS), up 18% vs. 2024
•Adjusted net income: $2.571 billion, or $2.10 per diluted share (Adj. EPS), up 10% and 9%, respectively, vs. 2024
•Adjusted EBITDA: $7.750 billion, up $670 million or 9% vs. 2024
•Cash flow from operations (CFFO): $5.898 billion, up $924 million or 19% vs. 2024
•Available funds from operations (AFFO): $5.858 billion, up $480 million or 9% vs. 2024
•Raised dividend by 5% to $2.10 annualized for 2026; 52 consecutive years of dividend payments
•Ended year with 2.40x dividend coverage ratio (AFFO basis)
•2026 Adjusted EBITDA guidance range of $8.05 billion to $8.35 billion, up 6% vs. 2025 at midpoint
Robust project execution in 2025 fuels momentum for 2026 growth
•Completed 12 projects in 2025: 6 pipeline transmission, 2 gathering and 4 Deepwater
•Announced 10 projects in 2025: 5 pipeline transmission, 1 gathering, 1 storage and 3 power innovation projects
•Executed Haynesville E&P sale and strategic partnership with Woodside Energy
•Closed on acquisitions of Rimrock and Saber Midstream
•Announcing an additional power innovation project, Socrates the Younger, and the upsizing and extending of contract length for two projects currently in execution
•Recognized by S&P Global, CDP, ISS and MSCI for ongoing commitment to transparency, strong governance and environmental performance
CEO Perspective
Chad Zamarin, president and chief executive officer, made the following comments:
“In 2025, Williams delivered record Adjusted EBITDA of $7.75 billion, capping a five‑year Adjusted EBITDA CAGR of 9%, and a five-year EPS CAGR of 14%. Today we are announcing 2026 Adjusted
EBITDA guidance of $8.2 billion at the midpoint, reflecting the ongoing strong growth of our business as we realize the benefit of pipeline transmission and offshore projects that came online in 2025, as well as expected revenues from a partial year of our first power innovation project that is expected to come online in the second half of 2026.
“Our teams completed 1.1 Bcf/d of pipeline transmission projects in 2025 and are advancing another 7.1 Bcf/d of pipeline projects currently in execution. In addition, we are announcing a new power innovation project, Socrates the Younger, which increases our power innovation investment to over $7 billion of capital in execution. This consistent execution in key growth areas across our expanding footprint continues to open new commercial opportunities and reinforces our critical role in the nation’s energy future.”
Zamarin added, “As we look to 2026 and beyond, we are focused on delivering for shareholders through our position as the nation's natural gas infrastructure leader and our focus on reliable, affordable and clean energy infrastructure solutions. After five years of exceeding our earnings growth objectives and strong performance by our teams, we look forward to the next five years of opportunity and are excited to be so well positioned for even stronger performance, with many of the projects that will deliver the next five years of growth already commercialized and well underway."
| Williams Summary Financial Information | Full Year | ||
|---|---|---|---|
| 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 | 485 | 2,615 | 2,222 |
| Net Income Per Share | 0.40 | 2.14 | 1.82 |
| Cash Flow From Operations | 1,218 | 5,898 | 4,974 |
| Non-GAAP Measures (1) | |||
| Adjusted EBITDA | 1,776 | 7,750 | 7,080 |
| Adjusted Net Income | 579 | 2,571 | 2,347 |
| Adjusted Earnings Per Share | 0.47 | 2.10 | 1.92 |
| Available Funds from Operations | 1,335 | 5,858 | 5,378 |
| Dividend Coverage Ratio | 2.31 | 2.40 | 2.32 |
| Other | |||
| Debt-to-Adjusted EBITDA at Quarter End (2) | 3.79 | ||
| Capital Investments (Excluding Acquisitions) (3) (4) | 760 | 4,294 | 2,706 |
| (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 573 million of cash purchases of certain reimbursable long-lead Power Innovation equipment, and Adjusted EBITDA reflects the sum of the last four quarters. | |||
| (3) Capital investments includes increases to property, plant, and equipment (growth & maintenance), purchases of and contributions to equity-method investments and purchases of other long-term investments. | |||
| (4) Fourth quarter and full-year 2025 capital excludes 712 million for certain reimbursable long-lead equipment and 372 million for the Louisiana LNG and Driftwood Pipeline purchase. Full-year 2025 capital also excludes 319 million for the Rimrock acquisition, which closed January 2025; 153 million for the investment in Cogentrix, which closed March 2025; and 43 million for the acquisition of Saber Midstream, which closed June 2025. Fourth quarter and full-year 2024 capital excludes 249 million for the Crowheart acquisition. Full-year 2024 capital also excludes 1.844 billion for the acquisition of the Gulf Coast Storage assets, which closed January 2024, and 151 million for the Discovery consolidation, which closed August 2024. |
All values are in US Dollars.
GAAP Measures
Fourth-quarter and full-year 2025 net income increased by $248 million and $393 million, respectively, compared to the prior year. Both comparative periods benefited from:
•Higher service revenues of $208 million and $720 million, respectively, driven by Transco’s higher net rates and expansion projects, new Gulf volumes, and higher gathering and processing volumes including acquisitions,
•Favorable changes of $252 million and $517 million, respectively, in net unrealized gains/losses on commodity derivatives, and
•Higher equity earnings of $182 million and $200 million, respectively, primarily reflecting an increased valuation of our Cogentrix investment and contributions from Appalachia Midstream and Blue Racer investments,
•Higher net realized sales from upstream operations of $29 million and $161 million, respectively, including contributions from the fourth-quarter 2024 Crowheart acquisition.
These favorable changes were impacted by:
•Impairments of certain assets totaling $187 million and $212 million, respectively, primarily related to the planned sale of gas gathering assets in the Mid-Continent region,
•A higher provision for income taxes of $153 million and $217 million, respectively, driven by increased pre-tax income,
•Higher depreciation expense, higher operating and administrative costs driven by acquisitions and assets placed in service, and higher net interest expense.
•The full-year period also reflected $301 million of lower investing income, driven by the absence of third-quarter 2024 gains totaling $276 million related to the sale of our Aux Sable interests and the Discovery Acquisition, as well as lower commodity margins, lower equity allowance for funds used during construction (equity AFUDC) associated with capital projects at Transco, and increased income attributable to noncontrolling interests.
Fourth-quarter and full-year 2025 cash flow from operations increased compared to the prior year primarily due to higher operating results exclusive of non-cash items. Both periods also benefited from favorable net changes in derivative collateral requirements.
Non-GAAP Measures
Fourth-quarter and full-year 2025 Adjusted EBITDA increased by $257 million and $670 million, respectively, over the prior year, driven by the previously described increases in service revenues and net realized sales from upstream operations, partially offset by higher operating and administrative costs. The full-year comparison was also impacted by lower equity AFUDC.
Fourth-quarter and full-year 2025 Adjusted Net Income improved by $93 million and $224 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, the third-quarter 2024 investing income gains, the 2025 impairments, the equity earnings from the increased valuation of our Cogentrix investment, and the related income tax effects of such adjustments.
Fourth-quarter and full-year 2025 Available Funds From Operations (AFFO) increased by $312 million and $480 million, respectively, compared to the prior year primarily due to higher adjusted operating results exclusive of noncash items.
Business Segment Results & Form 10-K
Williams' operations are comprised of the following reportable segments: Transmission, Power & Gulf; Northeast G&P; West and Gas & NGL Marketing Services, as well as Other. For more information, see the company's 2025 Form 10-K.
| Fourth Quarter | Full Year | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts in millions | Modified EBITDA | Adjusted EBITDA | Modified EBITDA | Adjusted EBITDA | |||||||||
| 4Q 2025 | |||||||||||||
| Transmission, Power & Gulf | 998 | 825 | 173 | 998 | 826 | 172 | 3,720 | 3,273 | 447 | 3,710 | 3,307 | $403 | |
| Northeast G&P | 508 | 497 | 11 | 508 | 499 | 9 | 2,028 | 1,958 | 70 | 2,028 | 1,966 | 62 | |
| West | 201 | 344 | (143) | 388 | 345 | 43 | 1,238 | 1,312 | (74) | 1,450 | 1,322 | 128 | |
| Gas & NGL Marketing Services | 135 | (110) | 245 | 42 | 36 | 6 | 311 | (124) | 435 | 193 | 215 | (22) | |
| Other | 90 | 56 | 34 | 97 | 70 | 27 | 376 | 237 | 139 | 369 | 270 | 99 | |
| Total | 1,932 | 1,612 | 320 | 2,033 | 1,776 | 257 | 7,673 | 6,656 | 1,017 | 7,750 | 7,080 | $670 | |
| 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, Power & Gulf
Fourth-quarter and full-year 2025 Modified and Adjusted EBITDA improved compared to the prior year driven by Transco’s higher net rates and expansion projects, as well as new Gulf volumes. The full-year also reflects higher operating and administrative costs and lower equity AFUDC. Modified EBITDA for full-year 2024 was impacted by one-time acquisition costs and the unfavorable impact of a change in payroll policy, which are excluded from Adjusted EBITDA.
Northeast G&P
Fourth-quarter and full-year 2025 Modified and Adjusted EBITDA increased compared to the prior year driven primarily by higher gathering volumes at Bradford within Appalachia Midstream. The full-year period also benefited from higher volumes at Ohio Valley Midstream and contributions from Blue Racer, partially offset by the absence of Aux Sable, which was sold in third-quarter 2024.
West
Fourth-quarter and full-year 2025 Modified EBITDA was impacted by the previously described impairment of gas gathering assets in the Mid-Continent region, which is excluded from Adjusted EBITDA. Both Modified and Adjusted EBITDA for the quarterly and full-year periods benefited from the Louisiana Energy Gateway project coming into service, new volumes from the 2025 Rimrock and Saber acquisitions, and higher volumes in the Haynesville region, partially offset by lower minimum volume commitment (MVC) revenues in the Eagle Ford region.
Gas & NGL Marketing Services
Fourth-quarter and full-year 2025 Modified EBITDA increased from the prior year primarily reflecting $251 million and $481 million, respectively, of net favorable changes in unrealized gains/losses on commodity derivatives, which are excluded from Adjusted EBITDA. Both periods reflected lower gas marketing margins partially offset by proportional EBITDA from the March 2025 investment in Cogentrix.
Other
The increases in fourth-quarter and full-year 2025 Modified and Adjusted EBITDA compared to the prior year reflects contributions from the fourth-quarter 2024 Crowheart acquisition. Full-year Modified EBITDA also includes a $36 million net favorable change in unrealized gains/losses on commodity derivatives, which is excluded from Adjusted EBITDA.
2026 Financial Guidance
The company expects 2026 Adjusted EBITDA between $8.05 billion and $8.35 billion. The company also expects 2026 growth capex between $6.1 billion and $6.7 billion and maintenance capex between $850 million and $950 million. Williams anticipates a leverage ratio midpoint for 2026 of ~4.0x and has increased the dividend by 5% on an annualized basis to $2.10 in 2026 from $2.00 in 2025. Guidance for 2026 growth capex and debt-to-adjusted EBITDA exclude certain reimbursable long-lead equipment.
Williams 2026 Analyst Day Schedule for Today; Materials to be Posted Shortly
Williams is hosting its 2026 Analyst Day event this morning, beginning at 8:30 a.m. Eastern Time (7:30 a.m. Central Time). In addition to discussing 2025 results, Williams' management will give in-depth presentations covering the company's natural gas infrastructure strategy designed to meet growing clean energy demands. These presentations will highlight the company’s efficient operations, disciplined project execution, strong financial position and financial guidance. Presentation slides and earnings materials will be accessible on the Williams’ Investor Relations website shortly.
Participants who wish to view the live presentation can access the webcast here: https://edge.media-server.com/mmc/p/6nt6ss65/
A replay of the 2026 Analyst Day 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 infrastructure to deliver one 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. Learn more at www.williams.com.
The Williams Companies, Inc.
Consolidated Statement of Income
(Unaudited)
| Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | |||||
| (Millions, except per-share amounts) | |||||||
| Revenues: | |||||||
| Service revenues | $ | 8,348 | $ | 7,628 | $ | 7,026 | |
| Service revenues – commodity consideration | 192 | 134 | 146 | ||||
| Product sales | 3,290 | 2,991 | 2,779 | ||||
| Net gain (loss) from commodity derivatives | 120 | (250) | 956 | ||||
| Total revenues | 11,950 | 10,503 | 10,907 | ||||
| Costs and expenses: | |||||||
| Product costs | 2,133 | 2,075 | 1,884 | ||||
| Net processing commodity expenses | 66 | 43 | 151 | ||||
| Operating and maintenance expenses | 2,282 | 2,179 | 1,984 | ||||
| Depreciation, depletion, and amortization expenses | 2,347 | 2,219 | 2,071 | ||||
| General and administrative expenses | 721 | 708 | 665 | ||||
| Impairment or write-off of certain assets | 212 | — | 10 | ||||
| Gain on sale of business | — | — | (129) | ||||
| Other (income) expense – net | (7) | (60) | (40) | ||||
| Total costs and expenses | 7,754 | 7,164 | 6,596 | ||||
| Operating income (loss) | 4,196 | 3,339 | 4,311 | ||||
| Equity earnings (losses) | 760 | 560 | 589 | ||||
| Other investing income (loss) – net | 42 | 343 | 108 | ||||
| Interest expense | (1,442) | (1,364) | (1,236) | ||||
| Net gain from Energy Transfer litigation judgment | — | — | 534 | ||||
| Other income (expense) – net | 69 | 108 | 99 | ||||
| Income (loss) before income taxes | 3,625 | 2,986 | 4,405 | ||||
| Less: Provision (benefit) for income taxes | 857 | 640 | 1,005 | ||||
| Income (loss) from continuing operations | 2,768 | 2,346 | 3,400 | ||||
| Income (loss) from discontinued operations | — | — | (97) | ||||
| Net income (loss) | 2,768 | 2,346 | 3,303 | ||||
| Less: Net income (loss) attributable to noncontrolling interests | 150 | 121 | 124 | ||||
| Net income (loss) attributable to The Williams Companies, Inc. | 2,618 | 2,225 | 3,179 | ||||
| Less: Preferred stock dividends | 3 | 3 | 3 | ||||
| Net income (loss) available to common stockholders | $ | 2,615 | $ | 2,222 | $ | 3,176 | |
| Amounts attributable to The Williams Companies, Inc. available to common stockholders: | |||||||
| Income (loss) from continuing operations | $ | 2,615 | $ | 2,222 | $ | 3,273 | |
| Income (loss) from discontinued operations | — | — | (97) | ||||
| Net income (loss) available to common stockholders | $ | 2,615 | $ | 2,222 | $ | 3,176 | |
| Basic earnings (loss) per common share: | |||||||
| Income (loss) from continuing operations | $ | 2.14 | $ | 1.82 | $ | 2.69 | |
| Income (loss) from discontinued operations | — | — | (.08) | ||||
| Net income (loss) available to common stockholders | $ | 2.14 | $ | 1.82 | $ | 2.61 | |
| Weighted-average shares (millions) | 1,221 | 1,219 | 1,218 | ||||
| Diluted earnings (loss) per common share: | |||||||
| Income (loss) from continuing operations | $ | 2.14 | $ | 1.82 | $ | 2.68 | |
| Income (loss) from discontinued operations | — | — | (.08) | ||||
| Net income (loss) available to common stockholders | $ | 2.14 | $ | 1.82 | $ | 2.60 | |
| Weighted-average shares (millions) | 1,225 | 1,223 | 1,223 |
The Williams Companies, Inc.
Consolidated Balance Sheet
(Unaudited)
| December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (Millions, except per-share amounts) | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 63 | $ | 60 |
| Trade accounts and other receivables (net of allowance of ($1) at December 31, 2025 and December 31, 2024) | 2,084 | 1,863 | ||
| Inventories | 314 | 279 | ||
| Assets held for sale | 318 | 1 | ||
| Derivative assets | 209 | 267 | ||
| Other current assets and deferred charges | 256 | 191 | ||
| Total current assets | 3,244 | 2,661 | ||
| Investments | 4,559 | 4,140 | ||
| Property, plant, and equipment – net | 41,996 | 38,692 | ||
| Intangible assets – net | 6,763 | 7,209 | ||
| Regulatory assets, deferred charges, and other | 2,011 | 1,830 | ||
| Total assets | $ | 58,573 | $ | 54,532 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 2,224 | $ | 1,613 |
| Liabilities held for sale | 63 | — | ||
| Derivative liabilities | 135 | 164 | ||
| Other current liabilities | 1,639 | 1,360 | ||
| Commercial paper | 700 | 455 | ||
| Long-term debt due within one year | 1,345 | 1,720 | ||
| Total current liabilities | 6,106 | 5,312 | ||
| Long-term debt | 27,316 | 24,736 | ||
| Deferred income tax liabilities | 5,170 | 4,376 | ||
| Regulatory liabilities, deferred income, and other | 4,986 | 5,268 | ||
| Contingent liabilities and commitments | ||||
| Equity: | ||||
| Stockholders’ equity: | ||||
| Preferred stock ($1 par value; 30 million shares authorized at December 31, 2025 and December 31, 2024; 35 thousand shares issued at December 31, 2025 and December 31, 2024) | 35 | 35 | ||
| Common stock ($1 par value; 1,470 million shares authorized at December 31, 2025 and December 31, 2024; 1,261 million shares issued at December 31, 2025 and 1,258 million shares issued at December 31, 2024) | 1,261 | 1,258 | ||
| Capital in excess of par value | 24,801 | 24,643 | ||
| Retained deficit | (12,237) | (12,396) | ||
| Accumulated other comprehensive income (loss) | 127 | 76 | ||
| Treasury stock, at cost (39 million shares at December 31, 2025 and December 31, 2024 of common stock) | (1,180) | (1,180) | ||
| Total stockholders’ equity | 12,807 | 12,436 | ||
| Noncontrolling interests in consolidated subsidiaries | 2,188 | 2,404 | ||
| Total equity | 14,995 | 14,840 | ||
| Total liabilities and equity | $ | 58,573 | $ | 54,532 |
The Williams Companies, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
| Year Ended December 31, | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | ||||||||||||||||||
| (Millions) | ||||||||||||||||||||
| OPERATING ACTIVITIES: | ||||||||||||||||||||
| Net income (loss) | $ | 2,768 | $ | 2,346 | $ | 3,303 | ||||||||||||||
| Adjustments to reconcile to net cash provided (used) by operating activities: | ||||||||||||||||||||
| Depreciation, depletion, and amortization | 2,347 | 2,219 | 2,071 | |||||||||||||||||
| Provision (benefit) for deferred income taxes | 744 | 506 | 951 | |||||||||||||||||
| Equity (earnings) losses | (760) | (560) | (589) | |||||||||||||||||
| Distributions from equity-method investees | 800 | 789 | 796 | |||||||||||||||||
| Impairment or write-off of certain assets | 212 | — | 10 | |||||||||||||||||
| Net unrealized (gain) loss from commodity derivative instruments | (150) | 367 | (660) | |||||||||||||||||
| Gain on sale of business | — | — | (129) | |||||||||||||||||
| Gain on disposition of equity-method investments | — | (149) | — | |||||||||||||||||
| Gain on remeasurement of equity-method investments | — | (127) | (30) | |||||||||||||||||
| Inventory write-downs | 8 | 10 | 30 | |||||||||||||||||
| Amortization of stock-based awards | 93 | 99 | 77 | |||||||||||||||||
| Cash provided (used) by changes in current assets and liabilities: | ||||||||||||||||||||
| Accounts receivable | (219) | (169) | 1,089 | |||||||||||||||||
| Inventories | (45) | (9) | 13 | |||||||||||||||||
| Other current assets and deferred charges | (71) | 9 | 60 | |||||||||||||||||
| Accounts payable | 115 | 139 | (1,009) | |||||||||||||||||
| Other current liabilities | 170 | 35 | (19) | |||||||||||||||||
| Changes in current and noncurrent commodity derivative assets and liabilities | 99 | (286) | 200 | |||||||||||||||||
| Other, including changes in noncurrent assets and liabilities | (213) | (245) | (226) | |||||||||||||||||
| Net cash provided (used) by operating activities | 5,898 | 4,974 | 5,938 | |||||||||||||||||
| FINANCING ACTIVITIES: | ||||||||||||||||||||
| Proceeds from (payments of) commercial paper – net | 245 | (269) | 372 | |||||||||||||||||
| Proceeds from long-term debt | 4,940 | 3,594 | 2,755 | |||||||||||||||||
| Payments of long-term debt | (2,827) | (2,946) | (634) | |||||||||||||||||
| Payments for debt issuance costs | (45) | (32) | (23) | |||||||||||||||||
| Proceeds from issuance of common stock | 9 | 10 | 6 | |||||||||||||||||
| Purchases of treasury stock | — | — | (130) | |||||||||||||||||
| Common dividends paid | (2,442) | (2,316) | (2,179) | |||||||||||||||||
| Dividends and distributions paid to noncontrolling interests | (259) | (242) | (213) | |||||||||||||||||
| Contributions from noncontrolling interests | 36 | 36 | 18 | |||||||||||||||||
| Other – net | (63) | (36) | (21) | |||||||||||||||||
| Net cash provided (used) by financing activities | (406) | (2,201) | (49) | |||||||||||||||||
| INVESTING ACTIVITIES: | ||||||||||||||||||||
| Property, plant, and equipment: | ||||||||||||||||||||
| Capital expenditures (1) | (4,893) | (2,573) | (2,516) | |||||||||||||||||
| Dispositions – net | (106) | (105) | (51) | |||||||||||||||||
| Proceeds from sale of business | — | — | 346 | |||||||||||||||||
| Purchases of businesses, net of cash acquired | (1) | (2,244) | (1,568) | |||||||||||||||||
| Proceeds from dispositions of equity-method investments | — | 161 | — | |||||||||||||||||
| Purchases of and contributions to equity-method investments | (511) | (114) | (141) | |||||||||||||||||
| Other – net | 22 | 12 | 39 | |||||||||||||||||
| Net cash provided (used) by investing activities | (5,489) | (4,863) | (3,891) | |||||||||||||||||
| Increase (decrease) in cash and cash equivalents | 3 | (2,090) | 1,998 | |||||||||||||||||
| Cash and cash equivalents at beginning of year | 60 | 2,150 | 152 | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | 63 | $ | 60 | $ | 2,150 | ||||||||||||||
| _________ | ||||||||||||||||||||
| (1) Increases to property, plant, and equipment | $ | (5,375) | $ | (2,581) | $ | (2,564) | ||||||||||||||
| Changes in related accounts payable and accrued liabilities | 482 | 8 | 48 | |||||||||||||||||
| Capital expenditures | $ | (4,893) | $ | (2,573) | $ | (2,516) | ||||||||||||||
| Transmission, Power & Gulf | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (UNAUDITED) | ||||||||||||||||||||
| 2024 | 2025 | |||||||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | ||||||||||
| Regulated interstate natural gas transportation, storage, and other revenues (1) | $ | 836 | $ | 805 | $ | 833 | $ | 864 | $ | 3,338 | $ | 873 | $ | 892 | $ | 930 | $ | 953 | $ | 3,648 |
| Gathering, processing, storage and transportation revenues (1) | 137 | 147 | 167 | 170 | 621 | 179 | 218 | 237 | 258 | 892 | ||||||||||
| Other fee revenues | 12 | 9 | 7 | 9 | 37 | 13 | 11 | 6 | 9 | 39 | ||||||||||
| Commodity margins | 9 | 5 | 11 | 28 | 53 | 14 | 17 | 16 | 21 | 68 | ||||||||||
| Operating and administrative costs (1) | (254) | (261) | (294) | (295) | (1,104) | (270) | (286) | (290) | (296) | (1,142) | ||||||||||
| Other segment income (expenses) - net (1) | 43 | 54 | 46 | 12 | 155 | 13 | 2 | 37 | 16 | 68 | ||||||||||
| Proportional Modified EBITDA of equity-method investments | 46 | 49 | 41 | 37 | 173 | 36 | 37 | 37 | 37 | 147 | ||||||||||
| Modified EBITDA | 829 | 808 | 811 | 825 | 3,273 | 858 | 891 | 973 | 998 | 3,720 | ||||||||||
| Adjustments | 10 | 4 | 19 | 1 | 34 | 4 | 12 | (26) | — | (10) | ||||||||||
| Adjusted EBITDA | $ | 839 | $ | 812 | $ | 830 | $ | 826 | $ | 3,307 | $ | 862 | $ | 903 | $ | 947 | $ | 998 | $ | 3,710 |
| 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 | 14.9 | 15.0 | 15.0 | ||||||||||
| Avg. daily firm reserved capacity (MMdth) | 20.3 | 19.7 | 20.1 | 20.4 | 20.1 | 20.8 | 20.6 | 20.6 | 21.0 | 20.8 | ||||||||||
| Northwest Pipeline LLC | ||||||||||||||||||||
| Avg. daily transportation volumes (MMdth) | 3.1 | 2.2 | 2.1 | 2.1 | 2.4 | 3.0 | 2.4 | 2.4 | 2.6 | 2.6 | ||||||||||
| Avg. daily firm reserved capacity (MMdth) | 3.8 | 3.7 | 3.7 | 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 | 3.3 | 3.5 | 3.4 | ||||||||||
| Avg. daily firm reserved capacity (MMdth) | 8.4 | 8.0 | 8.1 | 8.3 | 8.2 | 8.4 | 8.0 | 8.0 | 8.3 | 8.2 | ||||||||||
| Gulfstream - Non-consolidated | ||||||||||||||||||||
| Avg. daily transportation volumes (MMdth) | 1.0 | 1.2 | 1.4 | 1.1 | 1.2 | 1.0 | 1.3 | 1.4 | 1.1 | 1.2 | ||||||||||
| Avg. daily firm reserved capacity (MMdth) | 1.4 | 1.4 | 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 | 0.75 | 0.86 | 0.72 | ||||||||||
| Plant inlet natural gas volumes (Bcf/d) | 0.72 | 0.62 | 0.73 | 0.75 | 0.71 | 0.78 | 0.89 | 0.97 | 1.05 | 0.93 | ||||||||||
| NGL production (Mbbls/d) | 43 | 43 | 49 | 54 | 47 | 61 | 76 | 87 | 101 | 81 | ||||||||||
| NGL equity sales (Mbbls/d) | 8 | 10 | 9 | 13 | 10 | 10 | 15 | 12 | 16 | 13 | ||||||||||
| Crude oil transportation volumes (Mbbls/d) | 118 | 114 | 109 | 110 | 113 | 124 | 196 | 238 | 274 | 208 | ||||||||||
| (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 | 3rd Qtr | 4th Qtr | Year | ||||||||||
| Gathering, processing, transportation, and fractionation revenues (1) | $ | 411 | $ | 398 | $ | 407 | $ | 419 | $ | 1,635 | $ | 420 | $ | 419 | $ | 421 | $ | 418 | $ | 1,678 |
| Other fee revenues | 34 | 35 | 33 | 33 | 135 | 35 | 37 | 36 | 37 | 145 | ||||||||||
| Commodity margins | 11 | — | 8 | 5 | 24 | 6 | 6 | 6 | 6 | 24 | ||||||||||
| Operating and administrative costs (1) | (108) | (108) | (120) | (105) | (441) | (106) | (113) | (114) | (116) | (449) | ||||||||||
| Other segment income (expenses) - net | (1) | 3 | (1) | 2 | 3 | — | (2) | (5) | (3) | (10) | ||||||||||
| Proportional Modified EBITDA of equity-method investments | 157 | 153 | 149 | 143 | 602 | 159 | 154 | 161 | 166 | 640 | ||||||||||
| Modified EBITDA | 504 | 481 | 476 | 497 | 1,958 | 514 | 501 | 505 | 508 | 2,028 | ||||||||||
| Adjustments | — | (2) | 8 | 2 | 8 | — | — | — | — | — | ||||||||||
| Adjusted EBITDA | $ | 504 | $ | 479 | $ | 484 | $ | 499 | $ | 1,966 | $ | 514 | $ | 501 | $ | 505 | $ | 508 | $ | 2,028 |
| 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 | 4.10 | 4.02 | 4.16 | ||||||||||
| Plant inlet natural gas volumes (Bcf/d) | 1.76 | 1.77 | 1.99 | 1.93 | 1.86 | 1.86 | 1.89 | 1.90 | 1.90 | 1.89 | ||||||||||
| NGL production (Mbbls/d) | 133 | 136 | 140 | 145 | 139 | 137 | 138 | 150 | 147 | 143 | ||||||||||
| NGL equity sales (Mbbls/d) | 1 | 1 | 1 | — | 1 | 1 | 1 | 2 | 1 | 1 | ||||||||||
| Non-consolidated (3) | ||||||||||||||||||||
| Gathering volumes (Bcf/d) | 6.57 | 6.24 | 6.20 | 6.05 | 6.27 | 6.47 | 6.72 | 6.72 | 7.01 | 6.73 | ||||||||||
| Plant inlet natural gas volumes (Bcf/d) | 0.98 | 0.94 | 0.98 | 1.04 | 0.98 | 0.94 | 1.13 | 1.16 | 1.16 | 1.10 | ||||||||||
| NGL production (Mbbls/d) | 72 | 70 | 72 | 74 | 72 | 68 | 71 | 81 | 80 | 75 | ||||||||||
| NGL equity sales (Mbbls/d) | 3 | 6 | 5 | 5 | 5 | 5 | 4 | 2 | 1 | 3 | ||||||||||
| (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. | ||||||||||||||||||||
| West | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (UNAUDITED) | ||||||||||||||||||||
| 2024 | 2025 | |||||||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | ||||||||||
| Net gathering, processing, transportation, storage, and fractionation revenues (1) | $ | 421 | $ | 397 | $ | 409 | $ | 427 | $ | 1,654 | $ | 415 | $ | 426 | $ | 449 | $ | 474 | $ | 1,764 |
| Other fee revenues | 8 | 5 | 4 | 8 | 25 | 8 | 5 | 6 | 8 | 27 | ||||||||||
| Commodity margins | 12 | 30 | 27 | 28 | 97 | 34 | 29 | 29 | 26 | 118 | ||||||||||
| Operating and administrative costs (1) | (139) | (148) | (157) | (147) | (591) | (152) | (150) | (150) | (153) | (605) | ||||||||||
| Other segment income (expenses) - net | — | (2) | 5 | (8) | (5) | 11 | (1) | (3) | (3) | 4 | ||||||||||
| Impairment or write-off of certain assets | — | — | — | — | — | — | — | (25) | (187) | (212) | ||||||||||
| Proportional Modified EBITDA of equity-method investments | 25 | 36 | 35 | 36 | 132 | 38 | 32 | 36 | 36 | 142 | ||||||||||
| Modified EBITDA | 327 | 318 | 323 | 344 | 1,312 | 354 | 341 | 342 | 201 | 1,238 | ||||||||||
| Adjustments | 1 | 1 | 7 | 1 | 10 | — | — | 25 | 187 | 212 | ||||||||||
| Adjusted EBITDA | $ | 328 | $ | 319 | $ | 330 | $ | 345 | $ | 1,322 | $ | 354 | $ | 341 | $ | 367 | $ | 388 | $ | 1,450 |
| Statistics for Operated Assets | ||||||||||||||||||||
| Gathering and Processing | ||||||||||||||||||||
| Gathering volumes (Bcf/d) | 5.75 | 5.25 | 5.38 | 5.46 | 5.46 | 5.69 | 5.94 | 6.14 | 6.56 | 6.09 | ||||||||||
| Plant inlet natural gas volumes (Bcf/d) | 1.52 | 1.48 | 1.57 | 1.57 | 1.54 | 1.52 | 1.69 | 1.72 | 1.78 | 1.68 | ||||||||||
| NGL production (Mbbls/d) | 87 | 91 | 91 | 90 | 90 | 83 | 102 | 103 | 105 | 99 | ||||||||||
| NGL equity sales (Mbbls/d) | 6 | 8 | 6 | 7 | 7 | 6 | 8 | 7 | 7 | 7 | ||||||||||
| NGL and Crude Oil Transportation volumes (Mbbls/d) (2) | 220 | 292 | 304 | 314 | 282 | 310 | 292 | 294 | 281 | 294 | ||||||||||
| (1) Excludes certain amounts associated with revenues and operating costs for reimbursable charges. | ||||||||||||||||||||
| (2) 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 | 3rd Qtr | 4th Qtr | Year | ||||||||||
| Commodity margins | $ | 236 | $ | 3 | $ | 23 | $ | 63 | $ | 325 | $ | 191 | $ | (16) | $ | 6 | $ | 45 | $ | 226 |
| Net unrealized gain (loss) from derivative instruments | (95) | (106) | 10 | (150) | (341) | (3) | (4) | 46 | 101 | 140 | ||||||||||
| Operating and administrative costs | (40) | (23) | (22) | (23) | (108) | (39) | (19) | (14) | (21) | (93) | ||||||||||
| Other segment income (expenses) - net | — | — | — | — | — | — | 1 | — | 1 | 2 | ||||||||||
| Proportional Modified EBITDA of equity-method investments | — | — | — | — | — | 3 | 8 | 16 | 9 | 36 | ||||||||||
| Modified EBITDA | 101 | (126) | 11 | (110) | (124) | 152 | (30) | 54 | 135 | 311 | ||||||||||
| Adjustments | 88 | 112 | (7) | 146 | 339 | 3 | 15 | (43) | (93) | (118) | ||||||||||
| Adjusted EBITDA | $ | 189 | $ | (14) | $ | 4 | $ | 36 | $ | 215 | $ | 155 | $ | (15) | $ | 11 | $ | 42 | $ | 193 |
| Statistics | ||||||||||||||||||||
| Product Sales Volumes | ||||||||||||||||||||
| Natural Gas (Bcf/d) | 7.53 | 6.98 | 7.14 | 6.81 | 7.11 | 7.27 | 6.17 | 6.52 | 6.34 | 6.57 | ||||||||||
| NGLs (Mbbls/d) | 170 | 162 | 182 | 196 | 177 | 182 | 170 | 174 | 215 | 185 | ||||||||||
| Other | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (UNAUDITED) | ||||||||||||||||||||
| 2024 | 2025 | |||||||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | ||||||||||
| Service revenues | $ | 4 | $ | 4 | $ | 4 | $ | 3 | $ | 15 | $ | 4 | $ | 4 | $ | 4 | $ | 4 | $ | 16 |
| Net realized product sales | 113 | 109 | 96 | 137 | 455 | 153 | 146 | 151 | 166 | 616 | ||||||||||
| Net unrealized gain (loss) from derivative instruments | 3 | (25) | 3 | (7) | (26) | (29) | 40 | 5 | (6) | 10 | ||||||||||
| Operating and administrative costs | (51) | (50) | (51) | (77) | (229) | (54) | (76) | (71) | (82) | (283) | ||||||||||
| Other segment income (expenses) - net | 7 | 9 | 4 | — | 20 | 1 | 4 | 4 | 8 | 17 | ||||||||||
| Proportional Modified EBITDA of equity-method investments | — | — | 2 | — | 2 | — | — | — | — | — | ||||||||||
| Modified EBITDA | 76 | 47 | 58 | 56 | 237 | 75 | 118 | 93 | 90 | 376 | ||||||||||
| Adjustments | (2) | 24 | (3) | 14 | 33 | 29 | (40) | (3) | 7 | (7) | ||||||||||
| Adjusted EBITDA | $ | 74 | $ | 71 | $ | 55 | $ | 70 | $ | 270 | $ | 104 | $ | 78 | $ | 90 | $ | 97 | $ | 369 |
| Statistics | ||||||||||||||||||||
| Net Product Sales Volumes | ||||||||||||||||||||
| Natural Gas (Bcf/d) | 0.28 | 0.24 | 0.29 | 0.29 | 0.27 | 0.27 | 0.29 | 0.30 | 0.31 | 0.29 | ||||||||||
| NGLs (Mbbls/d) | 8 | 8 | 9 | 10 | 9 | 10 | 12 | 11 | 13 | 11 | ||||||||||
| Crude Oil (Mbbls/d) | 5 | 5 | 4 | 5 | 5 | 7 | 8 | 7 | 7 | 7 | ||||||||||
| Capital Expenditures and Investments | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (UNAUDITED) | ||||||||||||||||||||
| 2024 | 2025 | |||||||||||||||||||
| (Dollars in millions) | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | 1st Qtr | 2nd Qtr | 3rd Qtr | 4th Qtr | Year | ||||||||||
| Capital expenditures: | ||||||||||||||||||||
| Transmission, Power & Gulf | $ | 310 | $ | 397 | $ | 459 | $ | 428 | $ | 1,594 | $ | 369 | $ | 590 | $ | 660 | $ | 1,639 | $ | 3,258 |
| Northeast G&P | 71 | 46 | 54 | 53 | 224 | 62 | 39 | 57 | 53 | 211 | ||||||||||
| West | 120 | 90 | 98 | 180 | 488 | 549 | 274 | 172 | 119 | 1,114 | ||||||||||
| Gas & NGL Marketing Services | — | — | 1 | — | 1 | — | 1 | — | — | 1 | ||||||||||
| Other | 43 | 46 | 70 | 107 | 266 | 32 | 68 | 65 | 144 | 309 | ||||||||||
| Total (1) | $ | 544 | $ | 579 | $ | 682 | $ | 768 | $ | 2,573 | $ | 1,012 | $ | 972 | $ | 954 | $ | 1,955 | $ | 4,893 |
| Purchases of and contributions to equity-method investments: | ||||||||||||||||||||
| Transmission, Power & Gulf | $ | 27 | $ | 10 | $ | — | $ | — | $ | 37 | $ | — | $ | — | $ | — | $ | 313 | $ | 313 |
| Northeast G&P | 25 | 19 | 19 | 12 | 75 | 10 | 10 | 12 | 6 | 38 | ||||||||||
| West | — | 1 | — | 1 | 2 | — | — | 1 | — | 1 | ||||||||||
| Gas & NGL Marketing Services | — | — | — | — | — | 153 | — | — | — | 153 | ||||||||||
| Other | — | — | — | — | — | — | 6 | — | — | 6 | ||||||||||
| Total | $ | 52 | $ | 30 | $ | 19 | $ | 13 | $ | 114 | $ | 163 | $ | 16 | $ | 13 | $ | 319 | $ | 511 |
| Summary: | ||||||||||||||||||||
| Transmission, Power & Gulf | $ | 337 | $ | 407 | $ | 459 | $ | 428 | $ | 1,631 | $ | 369 | $ | 590 | $ | 660 | $ | 1,952 | $ | 3,571 |
| Northeast G&P | 96 | 65 | 73 | 65 | 299 | 72 | 49 | 69 | 59 | 249 | ||||||||||
| West | 120 | 91 | 98 | 181 | 490 | 549 | 274 | 173 | 119 | 1,115 | ||||||||||
| Gas & NGL Marketing Services | — | — | 1 | — | 1 | 153 | 1 | — | — | 154 | ||||||||||
| Other | 43 | 46 | 70 | 107 | 266 | 32 | 74 | 65 | 144 | 315 | ||||||||||
| Total | $ | 596 | $ | 609 | $ | 701 | $ | 781 | $ | 2,687 | $ | 1,175 | $ | 988 | $ | 967 | $ | 2,274 | $ | 5,404 |
| Capital investments: | ||||||||||||||||||||
| Increases to property, plant, and equipment | $ | 509 | $ | 632 | $ | 699 | $ | 741 | $ | 2,581 | $ | 978 | $ | 1,063 | $ | 1,038 | $ | 2,296 | $ | 5,375 |
| 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 | 13 | 319 | 511 | ||||||||||
| Purchases of other long-term investments | 2 | 1 | 2 | 6 | 11 | 1 | 3 | 2 | 1 | 7 | ||||||||||
| Total | $ | 2,414 | $ | 656 | $ | 871 | $ | 1,009 | $ | 4,950 | $ | 1,143 | $ | 1,082 | $ | 1,053 | $ | 2,616 | $ | 5,894 |
| (1) Increases to property, plant, and equipment | $ | 509 | $ | 632 | $ | 699 | $ | 741 | $ | 2,581 | $ | 978 | $ | 1,063 | $ | 1,038 | $ | 2,296 | $ | 5,375 |
| Changes in related accounts payable and accrued liabilities | 35 | (53) | (17) | 27 | (8) | 34 | (91) | (84) | (341) | (482) | ||||||||||
| Capital expenditures | $ | 544 | $ | 579 | $ | 682 | $ | 768 | $ | 2,573 | $ | 1,012 | $ | 972 | $ | 954 | $ | 1,955 | $ | 4,893 |
| Contributions from noncontrolling interests | $ | 26 | $ | 10 | $ | — | $ | — | $ | 36 | $ | 5 | $ | 14 | $ | 3 | $ | 14 | $ | 36 |
| Contributions in aid of construction | $ | 10 | $ | 13 | $ | — | $ | 4 | $ | 27 | $ | 10 | $ | 16 | $ | 11 | $ | 14 | $ | 51 |
| 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 | 3rd Qtr | 4th Qtr | Year | ||||||||||
| Income (loss) from continuing operations attributable to The Williams Companies, Inc. available to common stockholders | $ | 631 | $ | 401 | $ | 705 | $ | 485 | $ | 2,222 | $ | 690 | $ | 546 | $ | 646 | $ | 733 | $ | 2,615 |
| Income (loss) from continuing operations - diluted earnings (loss) per common share (1) | $ | .52 | $ | .33 | $ | .58 | $ | .40 | $ | 1.82 | $ | .56 | $ | .45 | $ | .53 | $ | .60 | $ | 2.14 |
| Adjustments: | ||||||||||||||||||||
| Transmission, Power & Gulf | ||||||||||||||||||||
| Transco rate case timing* | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 4 | $ | 11 | $ | (15) | $ | — | $ | — |
| Acquisition and transition-related costs* | 10 | 4 | 3 | 1 | 18 | — | 1 | — | — | 1 | ||||||||||
| Net gain related to certain asset retirements* | — | — | — | — | — | — | — | (11) | — | (11) | ||||||||||
| Impact of change in payroll policy* | — | — | 16 | — | 16 | — | — | — | — | — | ||||||||||
| Total Transmission, Power & Gulf adjustments | 10 | 4 | 19 | 1 | 34 | 4 | 12 | (26) | — | (10) | ||||||||||
| 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 | — | — | — | — | — | ||||||||||
| Impairment or write-off of certain assets | — | — | — | — | — | — | — | 25 | 187 | 212 | ||||||||||
| Impact of change in payroll policy* | — | — | 7 | — | 7 | — | — | — | — | — | ||||||||||
| Total West adjustments | 1 | 1 | 7 | 1 | 10 | — | — | 25 | 187 | 212 | ||||||||||
| Gas & NGL Marketing Services | ||||||||||||||||||||
| Impact of volatility on NGL linefill transactions* | (6) | 5 | 2 | (4) | (3) | — | 11 | 3 | 8 | 22 | ||||||||||
| Net unrealized (gain) loss from derivative instruments | 94 | 107 | (10) | 150 | 341 | 3 | 4 | (46) | (101) | (140) | ||||||||||
| Impact of change in payroll policy* | — | — | 1 | — | 1 | — | — | — | — | — | ||||||||||
| Total Gas & NGL Marketing Services adjustments | 88 | 112 | (7) | 146 | 339 | 3 | 15 | (43) | (93) | (118) | ||||||||||
| Other | ||||||||||||||||||||
| Acquisition and transition-related costs* | — | — | — | 1 | 1 | — | — | 2 | 1 | 3 | ||||||||||
| Net unrealized (gain) loss from derivative instruments | (2) | 24 | (3) | 7 | 26 | 29 | (40) | (5) | 6 | (10) | ||||||||||
| Settlement charge related to former operations* | — | — | — | 6 | 6 | — | — | — | — | — | ||||||||||
| Total Other adjustments | (2) | 24 | (3) | 14 | 33 | 29 | (40) | (3) | 7 | (7) | ||||||||||
| Adjustments included in Modified EBITDA | 97 | 139 | 24 | 164 | 424 | 36 | (13) | (47) | 101 | 77 | ||||||||||
| Adjustments below Modified EBITDA | ||||||||||||||||||||
| Transco rate case timing | — | — | — | — | — | 11 | 35 | (46) | — | — | ||||||||||
| Our share of fair value change from Cogentrix investment | — | — | — | — | — | — | — | — | (153) | (153) | ||||||||||
| 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 | 5 | 4 | 18 | ||||||||||
| 19 | 19 | (257) | 16 | (203) | 16 | 39 | (41) | (149) | (135) | |||||||||||
| Total adjustments | 116 | 158 | (233) | 180 | 221 | 52 | 26 | (88) | (48) | (58) | ||||||||||
| Less tax effect for above items | (28) | (38) | 56 | (42) | (52) | (12) | (6) | 20 | 12 | 14 | ||||||||||
| Adjustments for tax-related items (2) | — | — | — | (44) | (44) | — | — | 25 | (25) | — | ||||||||||
| Adjusted income from continuing operations available to common stockholders | $ | 719 | $ | 521 | $ | 528 | $ | 579 | $ | 2,347 | $ | 730 | $ | 566 | $ | 603 | $ | 672 | $ | 2,571 |
| Adjusted income from continuing operations - diluted earnings per common share (1) | $ | .59 | $ | .43 | $ | .43 | $ | .47 | $ | 1.92 | $ | .60 | $ | .46 | $ | .49 | $ | .55 | $ | 2.10 |
| Weighted-average shares - diluted (millions) | 1,222 | 1,222 | 1,223 | 1,224 | 1,223 | 1,225 | 1,224 | 1,225 | 1,226 | 1,225 | ||||||||||
| (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. The third quarter of 2025 includes an adjustment associated with an increase in our estimated deferred state income tax rate. The fourth quarter of 2025 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 | 3rd Qtr | 4th Qtr | Year | ||||||||||
| Net income (loss) | $ | 662 | $ | 426 | $ | 741 | $ | 517 | $ | 2,346 | $ | 729 | $ | 583 | $ | 683 | $ | 773 | $ | 2,768 |
| Provision (benefit) for income taxes | 193 | 129 | 227 | 91 | 640 | 193 | 174 | 246 | 244 | 857 | ||||||||||
| Interest expense | 349 | 339 | 338 | 338 | 1,364 | 349 | 350 | 372 | 371 | 1,442 | ||||||||||
| Equity (earnings) losses | (137) | (147) | (147) | (129) | (560) | (155) | (142) | (152) | (311) | (760) | ||||||||||
| Other investing (income) loss - net | (24) | (18) | (290) | (11) | (343) | (8) | (4) | (19) | (11) | (42) | ||||||||||
| Proportional Modified EBITDA of equity-method investments | 228 | 238 | 227 | 216 | 909 | 236 | 231 | 250 | 248 | 965 | ||||||||||
| Depreciation, depletion, and amortization expenses | 548 | 540 | 566 | 565 | 2,219 | 585 | 605 | 564 | 593 | 2,347 | ||||||||||
| Accretion expense associated with asset retirement obligations for nonregulated operations | 18 | 21 | 17 | 25 | 81 | 24 | 24 | 23 | 25 | 96 | ||||||||||
| Modified EBITDA | $ | 1,837 | $ | 1,528 | $ | 1,679 | $ | 1,612 | $ | 6,656 | $ | 1,953 | $ | 1,821 | $ | 1,967 | $ | 1,932 | $ | 7,673 |
| Transmission, Power & Gulf | $ | 829 | $ | 808 | $ | 811 | $ | 825 | $ | 3,273 | $ | 858 | $ | 891 | $ | 973 | $ | 998 | $ | 3,720 |
| Northeast G&P | 504 | 481 | 476 | 497 | 1,958 | 514 | 501 | 505 | 508 | 2,028 | ||||||||||
| West | 327 | 318 | 323 | 344 | 1,312 | 354 | 341 | 342 | 201 | 1,238 | ||||||||||
| Gas & NGL Marketing Services | 101 | (126) | 11 | (110) | (124) | 152 | (30) | 54 | 135 | 311 | ||||||||||
| Other | 76 | 47 | 58 | 56 | 237 | 75 | 118 | 93 | 90 | 376 | ||||||||||
| Total Modified EBITDA | $ | 1,837 | $ | 1,528 | $ | 1,679 | $ | 1,612 | $ | 6,656 | $ | 1,953 | $ | 1,821 | $ | 1,967 | $ | 1,932 | $ | 7,673 |
| Adjustments (1): | ||||||||||||||||||||
| Transmission, Power & Gulf | $ | 10 | $ | 4 | $ | 19 | $ | 1 | $ | 34 | $ | 4 | $ | 12 | $ | (26) | $ | — | $ | (10) |
| Northeast G&P | — | (2) | 8 | 2 | 8 | — | — | — | — | — | ||||||||||
| West | 1 | 1 | 7 | 1 | 10 | — | — | 25 | 187 | 212 | ||||||||||
| Gas & NGL Marketing Services | 88 | 112 | (7) | 146 | 339 | 3 | 15 | (43) | (93) | (118) | ||||||||||
| Other | (2) | 24 | (3) | 14 | 33 | 29 | (40) | (3) | 7 | (7) | ||||||||||
| Total Adjustments | $ | 97 | $ | 139 | $ | 24 | $ | 164 | $ | 424 | $ | 36 | $ | (13) | $ | (47) | $ | 101 | $ | 77 |
| Adjusted EBITDA: | ||||||||||||||||||||
| Transmission, Power & Gulf | $ | 839 | $ | 812 | $ | 830 | $ | 826 | $ | 3,307 | $ | 862 | $ | 903 | $ | 947 | $ | 998 | $ | 3,710 |
| Northeast G&P | 504 | 479 | 484 | 499 | 1,966 | 514 | 501 | 505 | 508 | 2,028 | ||||||||||
| West | 328 | 319 | 330 | 345 | 1,322 | 354 | 341 | 367 | 388 | 1,450 | ||||||||||
| Gas & NGL Marketing Services | 189 | (14) | 4 | 36 | 215 | 155 | (15) | 11 | 42 | 193 | ||||||||||
| Other | 74 | 71 | 55 | 70 | 270 | 104 | 78 | 90 | 97 | 369 | ||||||||||
| Total Adjusted EBITDA | $ | 1,934 | $ | 1,667 | $ | 1,703 | $ | 1,776 | $ | 7,080 | $ | 1,989 | $ | 1,808 | $ | 1,920 | $ | 2,033 | $ | 7,750 |
| (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 | 3rd Qtr | 4th Qtr | Year | |||||||||||
| Net cash provided (used) by operating activities | 1,234 | $ | 1,279 | $ | 1,243 | $ | 1,218 | $ | 4,974 | $ | 1,433 | $ | 1,450 | $ | 1,439 | $ | 1,576 | $ | 5,898 | |
| Exclude: Cash (provided) used by changes in: | ||||||||||||||||||||
| Accounts receivable | 44 | (97) | 536 | 169 | (82) | (219) | (83) | 603 | 219 | |||||||||||
| Inventories, including write-downs | 35 | 1 | 1 | (1) | (29) | 86 | 4 | (24) | 37 | |||||||||||
| Other current assets and deferred charges | (3) | 28 | (25) | (9) | 40 | (4) | 7 | 28 | 71 | |||||||||||
| Accounts payable | (90) | 98 | (456) | (139) | 29 | 236 | 94 | (474) | (115) | |||||||||||
| Other current liabilities | (142) | 32 | (143) | (35) | 70 | (220) | 55 | (75) | (170) | |||||||||||
| Changes in current and noncurrent commodity derivative assets and liabilities | 73 | (67) | 212 | 286 | (4) | (15) | (58) | (22) | (99) | |||||||||||
| Other, including changes in noncurrent assets and liabilities | 90 | 49 | 45 | 245 | 29 | 48 | 76 | 60 | 213 | |||||||||||
| Preferred dividends paid | — | (1) | (1) | (3) | (1) | — | (1) | (1) | (3) | |||||||||||
| Dividends and distributions paid to noncontrolling interests | (66) | (48) | (64) | (242) | (69) | (62) | (66) | (62) | (259) | |||||||||||
| Contributions from noncontrolling interests | 10 | — | — | 36 | 5 | 14 | 3 | 14 | 36 | |||||||||||
| Additional Adjustments * | 20 | 48 | 12 | 97 | 24 | 3 | (21) | 24 | 30 | |||||||||||
| Available funds from operations | 1,507 | $ | 1,250 | $ | 1,286 | $ | 1,335 | $ | 5,378 | $ | 1,445 | $ | 1,317 | $ | 1,449 | $ | 1,647 | $ | 5,858 | |
| Common dividends paid | 579 | $ | 579 | $ | 579 | $ | 579 | $ | 2,316 | $ | 610 | $ | 611 | $ | 611 | $ | 610 | $ | 2,442 | |
| Coverage ratio: | ||||||||||||||||||||
| Available funds from operations divided by Common dividends paid | 2.16 | 2.22 | 2.31 | 2.32 | 2.37 | 2.16 | 2.37 | 2.70 | 2.40 | |||||||||||
| *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. The fourth quarter of 2025 also includes 15 million related to an expected distribution from an equity‑method investee not received until early January 2026, and this amount will be excluded from the first quarter of 2026. |
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) | ||||||
|---|---|---|---|---|---|---|
| 2026 Guidance | ||||||
| (Dollars in millions, except per-share amounts and coverage ratio) | Low | Mid | High | |||
| Net income (loss) from continuing operations | $ | 3,010 | $ | 3,125 | $ | 3,240 |
| Provision (benefit) for income taxes | 905 | 940 | 975 | |||
| Interest expense | 1,485 | |||||
| Equity (earnings) losses | (600) | |||||
| Proportional Modified EBITDA of equity-method investments | 970 | |||||
| Depreciation, depletion, and amortization expenses and accretion for asset retirement obligations associated with nonregulated operations | 2,470 | |||||
| Other | (5) | |||||
| Modified EBITDA | $ | 8,235 | $ | 8,385 | $ | 8,535 |
| EBITDA Adjustments | (185) | |||||
| Adjusted EBITDA | $ | 8,050 | $ | 8,200 | $ | 8,350 |
| Net income (loss) from continuing operations | $ | 3,010 | $ | 3,125 | $ | 3,240 |
| Less: Net income (loss) attributable to noncontrolling interests and preferred dividends | 180 | |||||
| Net income (loss) from continuing operations attributable to The Williams Companies, Inc. available to common stockholders | $ | 2,830 | $ | 2,945 | $ | 3,060 |
| Adjustments: | ||||||
| Adjustments included in Modified EBITDA(1) | (185) | |||||
| Adjustments below Modified EBITDA (1) | 11 | |||||
| Allocation of adjustments to noncontrolling interests | — | |||||
| Total adjustments | (174) | |||||
| Less tax effect for above items | 44 | |||||
| Adjusted income from continuing operations available to common stockholders | $ | 2,700 | $ | 2,815 | $ | 2,930 |
| Adjusted income from continuing operations - diluted earnings per common share | $ | 2.20 | $ | 2.29 | $ | 2.38 |
| Weighted-average shares - diluted (millions) | 1,229 | |||||
| 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) | $ | 6,315 | $ | 6,430 | $ | 6,545 |
| Preferred dividends paid | (3) | |||||
| Dividends and distributions paid to noncontrolling interests | (260) | |||||
| Contributions from noncontrolling interests | 48 | |||||
| Additional adjustments(1) | (15) | |||||
| Available funds from operations (AFFO) | $ | 6,085 | $ | 6,200 | $ | 6,315 |
| AFFO per common share | $ | 4.95 | $ | 5.05 | $ | 5.14 |
| Common dividends paid | $ | 2,575 | ||||
| Coverage Ratio (AFFO/Common dividends paid) | 2.36x | 2.41x | 2.45x | |||
| (1) Includes items of income or loss that we characterize as unrepresentative of our ongoing operations. |
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, and (c) when filed with the SEC, Part I, Item 1A Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.
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