Sentences and paragraphs of WMB's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-25.
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RewordedRisk Factors
Additional risks associated with construction may include the inability to obtain rights-of-way, skilled labor, equipment, materials, permits, and other required inputs in a timely manner such that projects are completed, on time or at all, and the risk that construction cost overruns, including due to inflation or the imposition of tariffs on foreign-made materials and goods (including steel and steel pipes) necessary to conduct business, could cause total project costs to exceed budgeted costs.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Williams’, Transco’s, and NWP’s loss of any of these rights, through their inability to renew right-of-way contracts or otherwise, could have a material adverse effect on their businesses, financial condition, results of operations, and cash flows.
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RewordedRisk Factors
Williams, Transco, and NWP may face opposition to the operation and expansion of pipelines and facilities from various individuals and groups. groups or face increased scrutiny from various stakeholders with respect to environmental, social and governance practices.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
Transco and NWP are aware of proposals by competitors to expand pipeline capacity in certain markets Transco and NWP also serve, which, if the proposed projects proceed, could increase the competitive pressure upon Transco and NWP. serve.
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedRisk Factors
While Williams attempts to manage counterparty credit risk within guidelines established by its credit policy, Williams may not be able to successfully manage all credit risk and as such, future cash flows and results of operations could be impacted by counterparty default.
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RewordedRisk Factors
Private parties, including the owners of properties through which Williams’, Transco’s, and NWP’s pipeline and gathering systems pass and facilities where their wastes are taken for reclamation or disposal, may have the right to pursue legal actions to enforce compliance as well as to seek damages for noncompliance with environmental laws and regulations or for personal injury or property damage arising from their operations.
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RewordedRisk Factors
Companies Additionally, companies across all industries are facing increasing have faced and may continue to face scrutiny from stakeholders related to their environmental, social and governance (“ESG”) practices.
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RewordedRisk Factors
Williams, Transco, and NWP may not be able to grow or effectively manage growth. growth, including the pursuit and operational implementation of power innovation projects.
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RewordedRisk Factors
However, Williams’, Transco’s, and NWP’s credit procedures and policies cannot completely eliminate customer and counterparty credit risk.
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RewordedRisk Factors
For the year ended December 31, 2024, 2025, Transco’s largest customer was Dominion Energy, Inc., Duke Energy Corporation, which accounted for approximately 7 9 percent of its operating revenue, and NWP’s largest customer was Puget Sound Energy, Inc., which accounted for approximately 31 percent of its operating revenue.
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Quiet changesRisk Factors
Although Additionally, although other services are priced at cost-based rates that are subject to adjustment in rate cases, under FERC policy, a regulated service provider and a customer may mutually agree to sign a contract for service at a “negotiated rate” that may be above or below the FERC regulated cost-based rate for that service.
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AddedMD&A
Williams continues to pursue projects to support the power demands created by new data center and industrial development in power grid-constrained markets, including agreements with a large, investment-grade company to provide onsite natural gas and power generation infrastructure. See Expansion Projects for further discussion.
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AddedMD&A
In December 2025, Williams’ management approved a plan to sell certain gas gathering assets in the Mid-Continent region. These operations were designated as held for sale at December 31, 2025 and an impairment, within the West segment, has been recognized for 2025.
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AddedMD&A
In October 2025, Williams entered into an agreement to sell its interests in certain upstream ventures in the South Mansfield area of the Haynesville Shale region, included in Other, for consideration of $398 million with additional contingent consideration to possibly be received through 2029. The transaction closed in January 2026, and Williams expects to recognize a gain in the first quarter of 2026.
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AddedMD&A
In October 2025, Williams closed on various agreements with the same counterparty to acquire a 10 percent equity-method investment in Louisiana LNG, which is developing a fully permitted LNG export facility, and an 80 percent interest in Driftwood Pipeline, which is constructing a fully permitted greenfield pipeline, Line 200, connecting to multiple other pipelines, including Transco and Louisiana Energy Gateway, to supply the LNG facility. Williams will be the operator of the pipeline. The total initial purchase price was $378 million, and both investments will require additional capital to fund further construction. Williams will also manage the gas supply for the LNG facility and purchase approximately 10 percent of the LNG produced.
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AddedMD&A
In June 2025, Williams acquired 100 percent of Saber Midstream, LLC (Saber). The acquisition, which was accounted for as an asset purchase, included cash consideration of $47 million and the retention of $113 million of Saber’s debt, which was separately repaid in full within the same month. Saber operates a gas gathering system in the Haynesville Shale region in the West segment.
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AddedMD&A
In March 2025, Williams purchased a minority interest in Cogentrix for $153 million, which is accounted for as an equity-method investment within the Gas & NGL Marketing Services segment. Cogentrix owns interests in 11 natural gas power plants (see Note 8 – Investing Activities).
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AddedMD&A
On January 31, 2025, Williams purchased a group of natural gas gathering and processing assets from Rimrock Energy Partners, LLC (Rimrock) for approximately $325 million, to expand Williams’ gathering and processing footprint and create operational synergies in the DJ Basin in the West segment.
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AddedMD&A
to deliver safe, reliable, clean energy services to its customers and an attractive return to shareholders. Williams’ business plan for 2026 includes a continued focus on earnings and cash flow growth.
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AddedMD&A
Williams has received approval from the Ohio Power Siting Board for the power generation facilities and is expecting final approval for the associated gas pipeline infrastructure in the first half of 2026. The Socrates project involves the construction of the Socrates North and South power generation facilities in New Albany, Ohio. Williams has agreed to provide committed power generation and associated gas pipeline infrastructure for the project, which is expected to provide a combined 400 megawatts of onsite power generation capacity to the customer. The project is backed by a 10 year, primarily fixed-price power
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AddedMD&A
purchase agreement, with an option for the customer to extend the term of the agreement. Williams plans to place the project into service in the third and fourth quarter of 2026, assuming timely receipt of permits.
Read it in 10-K 2026-02-24 at sec.gov ↗
AddedMD&A
Williams has agreed to provide committed power generation and associated gas pipeline infrastructure for three additional Power Innovation projects, Apollo, Aquila and Socrates the Younger. The projects are backed by primarily fixed-price power purchase agreements, with options for the customer to extend the term of the agreements. The Apollo project, in Ohio, has a term of 12.5 years, and Williams expects the project to be placed into service in the second half of 2027. The Aquila project, in Utah, also has a term of 12.5 years, and Williams expects the project to be placed into service in the second half of 2027 and the first half of 2028. The Socrates the Younger project, in Ohio, has a term of 10 years, and Williams expects the project to be placed into service the second half of 2028. All expected in-service dates assume timely receipt of permits.
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AddedMD&A
Williams will construct and operate a greenfield treating and dehydration facility with a capacity of 400 MMcf/d. This project is expected to be placed into service in the third quarter of 2027.
Read it in 10-K 2026-02-24 at sec.gov ↗
RemovedMD&A
•Transmission & Gulf of America is comprised of the Transco, NWP, and MountainWest interstate natural gas pipelines, and their related natural gas storage facilities, as well as natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including Discovery, a former 60 percent equity-method investment in which Williams acquired the remaining ownership interest in August 2024 (see Note 3 – Acquisitions and Divestitures), a 51 percent interest in Gulfstar One, and a 50 percent equity-method investment in Gulfstream. Transmission & Gulf of America also includes natural gas storage facilities and pipelines providing services in north Texas, and also in Louisiana and Mississippi related to the January 2024 Gulf Coast Storage Acquisition (see Note 3 – Acquisitions and Divestitures).
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
•Northeast G&P is comprised of midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern Ohio, as well as a 65 percent interest in Northeast JV which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal which operates in Ohio, a 69 percent equity-method
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RemovedMD&A
investment in Laurel Mountain, a 50 percent equity-method investment in Blue Racer, and Appalachia Midstream Investments.
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RemovedMD&A
•West is comprised of gas gathering, processing, and treating operations in the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of east Texas and northwest Louisiana, the Mid-Continent region which includes the Anadarko and Permian basins, and the DJ Basin of Colorado which includes RMM, a former 50 percent equity-method investment in which Williams acquired the remaining ownership interest in November 2023 (see Note 3 – Acquisitions and Divestitures). This segment also includes NGL storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, and a 50 percent equity-method investment in OPPL.
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RemovedMD&A
•Gas & NGL Marketing Services is comprised of NGL and natural gas marketing and trading operations, which includes risk management and transactions related to the storage and transportation of natural gas and NGLs on strategically positioned assets.
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
On January 24, 2025, the FERC issued an Order on Remand Reinstating Certificate and Abandonment Authorization (Remand Order) for the project. The Remand Order was issued in response to the D.C. Circuit Court of Appeals’ decision in New Jersey Conservation Foundation, et al., v. FERC, which vacated the FERC certificate order for the project and remanded the matter to the FERC for appropriate action. In the Remand Order, the FERC (1) continued to find that the project is needed, (2) affirmed its decision not to make a significance determination regarding greenhouse gas emissions, (3) considered Transco’s measures to reduce greenhouse gas emissions, and (4) concluded that the benefits of the project outweigh the adverse impacts. Accordingly, the Remand Order reinstated the certificate and abandonment authority for the project as issued in the FERC’s original certificate order. The authorization took effect upon the issuance of the mandate by the D.C. Circuit Court of Appeals, which occurred on January 29, 2025.
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
Williams continues to pursue projects to support the power demands created by new data center development. Williams is in the process of ordering major equipment and long-lead time items for the most mature of these expected projects. These advanced purchases are supported by reimbursement agreements from the potential customer.
Read it in 10-K 2025-02-25 at sec.gov ↗
RemovedMD&A
As of December 31, 2023, Williams had an agreement regarding certain crude oil and natural gas properties in the Wamsutter basin in Wyoming under which it owned a 75 percent undivided interest in each well’s working interest and proportionally consolidated its undivided interest. On November 1, 2024, Williams closed on the acquisition of a third-party operator, Crowheart Energy, LLC, for $307 million cash, subject to working capital and post-closing adjustments. After closing on the acquisition, Williams owns more than a 90 percent working interest in each well. The purpose of this acquisition was to consolidate Williams’ interests in the Wamsutter basin and further optimize development in the area to continue to supply its gathering and processing assets (see Note 3 – Acquisitions and Divestitures).
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RemovedMD&A
As of December 31, 2023, Williams owned a 60 percent interest in Discovery, which it accounted for as an equity-method investment. On August 1, 2024, Williams closed on the acquisition of the remaining 40 percent interest in Discovery, along with certain other assets, for $170 million cash, subject to working capital and post-closing adjustments. As a result of acquiring this additional interest, Williams obtained control and subsequently consolidates Discovery. Williams recognized a $127 million gain on remeasuring its existing equity-method
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RemovedMD&A
investment to fair value included in Other investing income (loss) – net in the Consolidated Statement of Income in the third quarter of 2024. The purpose of this acquisition was to expand Williams’ gathering, processing, and transportation presence in the Gulf of America region. Discovery continues to be reported within the Transmission & Gulf of America segment (see Note 3 – Acquisitions and Divestitures).
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RemovedMD&A
Also on August 1, 2024, Williams completed the sale of its equity-method investments in Aux Sable in Williams’ Northeast G&P segment for total consideration of $161 million. As a result of this sale, Williams recorded a gain of $149 million included in Other investing income (loss) – net in the Consolidated Statement of Income in the third quarter of 2024 (see Note 8 – Investing Activities).
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RemovedMD&A
Williams has pension and other postretirement benefit plans that require the use of assumptions and estimates to determine the benefit obligations and costs. These estimates and assumptions involve significant judgment and actual results will likely be different than anticipated. Estimates and assumptions utilized include the expected long-term rates of return on plan assets, discount rates, cash balance interest crediting rate, and employee demographics, including retirement age and mortality. These assumptions are reviewed annually and adjustments are made as needed. The assumptions utilized to compute the benefit obligations and costs are shown in Note 7 – Employee Benefit Plans.
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RewordedMD&A
Natural gas product costs 126 -8 -7% 118 +19 +14% 137 Operating and maintenance expenses 509 +1 —% 510 +7 +1% 517 Selling, general, and administrative expenses 216 -1 —% 215 Depreciation and amortization expenses 574 -29 -5% 545 -26 -5% 519 General and administrative expenses 223 -7 -3% 216 Taxes, other than income taxes 114 -3 -3% 111 -6 -6% 105 Other (income) expense – net 27 -62 NM (35) -3 -8% (38) Total costs and expenses 1,573 1,465 1,455 Operating income (loss) 1,690 +191 +13% 1,499 +88 +6% 1,411 Interest expense (324) — —% (332) -8 -2% (324) Interest income 37 -21 -36% 58 -29 -33% 87 Allowance for equity and borrowed funds used during construction (AFUDC) 35 -53 -60% 88 +11 +14% 77 Other income (expense) – net (4) +4 +50% (8) -4 -100% (4) Net income (loss) $ 1,426 +113 +9% $ 1,313 +66 +5% $ 1,247
Read it in 10-K 2026-02-24 at sec.gov ↗
RewordedMD&A
Operating and maintenance expenses 96 -1 -1% 95 -7 -8% 88 Selling, general, and administrative expenses 51 — —% 51 Depreciation and amortization expenses 117 -6 -5% 111 — —% 111 General and administrative expenses 49 +2 +4% 51 Taxes, other than income taxes 15 -1 -7% 14 -2 -17% 12 Other (income) expense - net (13) -5 -28% (18) +2 +13% (16) Total costs and expenses 264 253 246 Operating income (loss) 194 +3 +2% 191 -3 -2% 194 Interest expense (28) — —% (28) Allowance for equity and borrowed funds used during construction (AFUDC) 9 -1 -10% 10 +6 +150% 4 Other income (expense) – net 6 -1 -14% 7 -3 -30% 10 Net income (loss) $ 180 181 $ — —% +1 +1% $ 180
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RewordedMD&A
If, for any reason, either any of Williams’ regulated interstate natural gas pipelines, including Transco or NWP NWP, ceases to meet the criteria for application of regulatory accounting treatment for all or part of our its operations, the regulatory assets and liabilities related to those portions ceasing to meet such criteria would be eliminated from the Balance Sheet and included in the Statement of Net Income for the period in which the discontinuance of regulatory accounting treatment occurs and can be estimated, unless otherwise required to be recorded under other provisions of U.S. generally accepted accounting principles. respective
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RewordedMD&A
Other (income) expense – net incurred an unfavorable change changed unfavorably primarily driven by changes in charges and credits associated with the rate case at Transco, and an unfavorable change in the amortization of the regulatory pension liabilities, partially offset by a favorable change in the materials and supplies obsolete inventory reserve and a favorable change associated with the deferral of ARO related ARO-related depreciation (offset in Depreciation and amortization expenses resulting in no net impact on our Transco’s results of operations).
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RewordedMD&A
Electric power costs are recovered from Transco’s customers through transportation rates and are offset in Natural gas transportation service revenues Operating and maintenance expenses resulting in no net impact on Transco’s results of operations; additionally there were increases in Operating and maintenance expenses costs from employee-related costs, including the impact of a change in a practice related to payroll timing, offset by a decrease in contractor services costs. operations.
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RewordedMD&A
The increase in Interest expense was primarily due to Williams’ 2023 impacted by 2024 and 2024 2025 debt issuances, partially offset by 2024 and 2025 debt retirements and the absence of imputed interest on deferred consideration obligations related to the DJ Basin and Gulf Coast Storage Acquisitions, as previously discussed, partially offset by 2023 and 2024 debt retirements previous acquisitions (see Note 13 – Debt and Banking Arrangements).
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RewordedMD&A
The decrease in its natural gas marketing margins also includes $9 was partially offset by $22 million of lower higher natural gas storage marketing margins primarily driven by higher storage fees and withdrawals in 2025 compared to 2024, partially offset by less favorable realized derivative gains, partially offset by a favorable change of $14 million in lower cost or net realizable value inventory adjustment; gains;
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RewordedMD&A
Other segment costs and expenses increased primarily due to higher employee-related costs, including the impact of a change in a practice related to payroll timing, as well as higher operating expenses, including higher electricity and fuel, and increased support costs related to assuming operatorship of Blue Racer effective January 1, 2024 fuel (substantially offset by higher Service revenues discussed above). above) and higher maintenance expenses.
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RewordedMD&A
Year Ended December 31, 2025 2024 2023 2022 (Millions) Service revenues $ 1,851 $ 1,718 $ 1,502 $ 1,542 Product sales and service revenues – commodity consideration (1) 992 947 544 1,023 Net realized gain (loss) from commodity derivatives relating to service revenues 2 10 82 (1) Net realized gain (loss) from commodity derivatives relating to product sales (1) 2 (6) 7 (3) Net realized gain (loss) from commodity derivatives 4 4 89 (4) Segment revenues 2,847 2,669 2,135 2,561 Product costs and net processing commodity expenses (1) (876) (844) (517) (918) Other segment costs and expenses (663) (645) (542) (564) (532) Impairment or write-off of certain assets (212) — (10) Proportional Modified EBITDA of equity-method investments 142 132 162 132 West Modified EBITDA $ 1,238 $ 1,312 $ 1,238 $ 1,211 Commodity margins $ 118 $ 97 $ 34 $ 102
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RewordedMD&A
In March 2024, Transco received approval from August 2025, the FERC issued an order granting Transco’s petition for reissuance of the certificate authorization for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Transco’s Compressor Station 85 pooling 195 in Pennsylvania to the Rockaway Delivery Lateral transfer point in Alabama to customers in Georgia. New York.
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RewordedMD&A
Year Ended December 31, 2025 2024 2023 2022 (Millions) Service revenues $ — $ — $ 1 $ 3 Product sales (1) 2,106 2,052 2,060 3,534 Net realized gain (loss) from commodity derivative instruments (1) (69) 72 115 17 Net unrealized gain (loss) from commodity derivative instruments 138 (335) 702 (321) Net gain (loss) from commodity derivatives 69 (263) 817 (304) Segment revenues 2,175 1,789 2,878 3,233 Product costs (1) (1,811) (1,799) (1,786) (3,228) Net unrealized gain (loss) from commodity derivative instruments within Net processing commodity expenses 2 (6) (43) 47 Other segment costs and expenses (91) (108) (99) (92) Proportional Modified EBITDA of equity-method investments 36 — — Gas & NGL Marketing Services Modified EBITDA $ 311 $ (124) $ 950 $ (40) Commodity margins $ 226 $ 325 $ 389 $ 323
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RewordedMD&A
Transco plans to file the prior notice application for the The project with the FERC in 2025, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points Transco’s main line near existing Station 115 to an existing power plant in Louisiana to delivery points in Texas. Georgia.
Read it in 10-K 2026-02-24 at sec.gov ↗