WILLIAMS COMPANIES, INC.WMB
WILLIAMS COMPANIES, INC. Debt Disclosure
Note 13 – Debt and Banking Arrangements
Long-Term Debt by Issuing Entity
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Millions) | |||||||||||
| Transco: | |||||||||||
7.080% Debentures due 2026 | $ | 8 | $ | 8 | |||||||
7.250% Debentures due 2026 | 200 | 200 | |||||||||
7.850% Notes due 2026 | — | 1,000 | |||||||||
4.000% Notes due 2028 | 400 | 400 | |||||||||
3.250% Notes due 2030 | 700 | 700 | |||||||||
5.100% Notes due 2036 | 1,000 | — | |||||||||
5.400% Notes due 2041 | 375 | 375 | |||||||||
4.450% Notes due 2042 | 400 | 400 | |||||||||
4.600% Notes due 2048 | 600 | 600 | |||||||||
3.950% Notes due 2050 | 500 | 500 | |||||||||
5.750% Notes due 2056 | 700 | — | |||||||||
| Other financing obligation — Atlantic Sunrise | 734 | 764 | |||||||||
| Other financing obligation — Leidy South | 74 | 75 | |||||||||
| Other financing obligation — Dalton | 247 | 247 | |||||||||
| Unamortized debt issuance costs | (35) | (23) | |||||||||
| Net unamortized debt premium (discount) | (15) | (11) | |||||||||
Total debt — Transco | $ | 5,888 | $ | 5,235 | |||||||
MountainWest: | |||||||||||
3.530% Notes due 2028 (Note 3) | $ | 100 | $ | 100 | |||||||
3.910% Notes due 2038 (Note 3) | 150 | 150 | |||||||||
4.875% Notes due 2041 (Note 3) | 180 | 180 | |||||||||
| Net unamortized debt premium (discount) | (54) | (58) | |||||||||
Total debt — MountainWest | $ | 376 | $ | 372 | |||||||
NWP: | |||||||||||
7.125% Debentures due 2025 | $ | — | $ | 85 | |||||||
4.000% Notes due 2027 | 500 | 500 | |||||||||
Term loan due 2028 (see NWP Credit Agreement) | 250 | — | |||||||||
| Unamortized debt issuance costs | (1) | (1) | |||||||||
| Net unamortized debt premium (discount) | (1) | (2) | |||||||||
Total debt — NWP | $ | 748 | $ | 582 | |||||||
Williams: | |||||||||||
3.900% Notes due 2025 | $ | — | $ | 750 | |||||||
4.000% Notes due 2025 | — | 750 | |||||||||
5.400% Notes due 2026 | 1,100 | 1,100 | |||||||||
7.700% Notes due 2027 | 2 | 2 | |||||||||
3.750% Notes due 2027 | 1,450 | 1,450 | |||||||||
5.300% Notes due 2028 | 900 | 900 | |||||||||
4.900% Notes due 2029 | 1,100 | 1,100 | |||||||||
4.800% Notes due 2029 | 450 | 450 | |||||||||
4.625% Notes due 2030 | 750 | — | |||||||||
3.500% Notes due 2030 | 1,000 | 1,000 | |||||||||
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (Millions) | |||||||||||
2.600% Notes due 2031 | $ | 1,500 | $ | 1,500 | |||||||
7.500% Debentures due 2031 | 339 | 339 | |||||||||
7.750% Notes due 2031 | 252 | 252 | |||||||||
8.750% Notes due 2032 | 445 | 445 | |||||||||
4.650% Notes due 2032 | 1,000 | 1,000 | |||||||||
5.650% Notes due 2033 | 750 | 750 | |||||||||
5.150% Notes due 2034 | 1,300 | 1,300 | |||||||||
5.300% Notes due 2035 | 750 | — | |||||||||
5.600% Notes due 2035 | 1,000 | — | |||||||||
6.300% Notes due 2040 | 1,250 | 1,250 | |||||||||
5.800% Notes due 2043 | 400 | 400 | |||||||||
5.400% Notes due 2044 | 500 | 500 | |||||||||
5.750% Notes due 2044 | 650 | 650 | |||||||||
4.900% Notes due 2045 | 500 | 500 | |||||||||
5.100% Notes due 2045 | 1,000 | 1,000 | |||||||||
4.850% Notes due 2048 | 800 | 800 | |||||||||
3.500% Notes due 2051 | 650 | 650 | |||||||||
5.300% Notes due 2052 | 750 | 750 | |||||||||
5.800% Notes due 2054 | 750 | 750 | |||||||||
6.000% Notes due 2055 | 500 | — | |||||||||
| Unamortized debt issuance costs | (142) | (130) | |||||||||
| Net unamortized debt premium (discount) | (47) | (41) | |||||||||
| Total debt — Williams | $ | 21,649 | $ | 20,167 | |||||||
| Gulf Coast Storage deferred consideration obligation (Note 3) | — | 100 | |||||||||
| Total debt | $ | 28,661 | $ | 26,456 | |||||||
Long-term debt due within one year — Williams | (1,099) | (1,600) | |||||||||
Long-term debt due within one year — Transco | (246) | (35) | |||||||||
Long-term debt due within one year — NWP | — | (85) | |||||||||
| Long-term debt | $ | 27,316 | $ | 24,736 | |||||||
Certain of Williams’ debt agreements contain covenants that restrict or limit, among other things, its ability to create liens supporting indebtedness, sell assets, and incur additional debt. Default of these agreements could also restrict Williams’ ability to make certain distributions or repurchase equity.
The following table presents aggregate minimum maturities of long-term debt and other financing obligations, excluding net unamortized debt premium (discount) and debt issuance costs, for each of the next five years:
| December 31, 2025 | |||||
| (Millions) | |||||
Williams: | |||||
| 2026 | $ | 1,345 | |||
| 2027 | 1,994 | ||||
| 2028 | 1,696 | ||||
| 2029 | 1,600 | ||||
| 2030 | 2,504 | ||||
Transco: | |||||
| 2026 | $ | 246 | |||
| 2027 | 42 | ||||
| 2028 | 446 | ||||
| 2029 | 50 | ||||
| 2030 | 754 | ||||
NWP: | |||||
| 2027 | $ | 500 | |||
2028 | 250 | ||||
Issuances
Senior unsecured debt issuances for the past three years and subsequent to the balance sheet date are as follows:
Issue Date | Maturity Date | Amount | Rate | |||||||||||||||||
(Millions) | ||||||||||||||||||||
| Williams Public Issuances: | ||||||||||||||||||||
January 8, 2026 (1) | March 15, 2033 | $ | 500 | 5.650% | ||||||||||||||||
January 8, 2026 | March 15, 2036 | 1,250 | 5.150% | |||||||||||||||||
January 8, 2026 | March 15, 2056 | 1,000 | 5.950% | |||||||||||||||||
| June 30, 2025 | June 30, 2030 | 750 | 4.625% | |||||||||||||||||
| June 30, 2025 | September 30, 2035 | 750 | 5.300% | |||||||||||||||||
| January 9, 2025 | March 15, 2035 | 1,000 | 5.600% | |||||||||||||||||
| January 9, 2025 | March 15, 2055 | 500 | 6.000% | |||||||||||||||||
| August 13, 2024 | November 15, 2029 | 450 | 4.800% | |||||||||||||||||
| August 13, 2024 (2) | March 15, 2034 | 300 | 5.150% | |||||||||||||||||
| August 13, 2024 | November 15, 2054 | 750 | 5.800% | |||||||||||||||||
| January 5, 2024 | March 15, 2029 | 1,100 | 4.900% | |||||||||||||||||
| January 5, 2024 | March 15, 2034 | 1,000 | 5.150% | |||||||||||||||||
| August 10, 2023 (3) | March 2, 2026 | 350 | 5.400% | |||||||||||||||||
| August 10, 2023 | August 15, 2028 | 900 | 5.300% | |||||||||||||||||
| March 2, 2023 | March 2, 2026 | 750 | 5.400% | |||||||||||||||||
| March 2, 2023 | March 15, 2033 | 750 | 5.650% | |||||||||||||||||
| Transco Private Placements: | ||||||||||||||||||||
| November 20, 2025 (4) | March 15, 2036 | $ | 1,000 | 5.100% | ||||||||||||||||
| November 20, 2025 (4) | March 15, 2056 | 700 | 5.750% | |||||||||||||||||
________________
(1) Additional issuance of the 5.65 percent senior notes due 2033 issued on March 2, 2023, and trade interchangeably with such notes.
(2) Additional issuance of the 5.15 percent senior notes due 2034 issued on January 5, 2024, and trade interchangeably with such notes.
(3) Additional issuance of the 5.40 percent senior notes due 2026 issued on March 2, 2023, and trade interchangeably with such notes.
(4) As part of the private debt placement, Transco entered into a registration rights agreement with the initial purchasers of the unsecured notes. Under the terms of the agreement, Transco is obligated to file and consummate a registration statement for an offer to exchange the notes for a new issue of substantially identical notes registered under the Securities Act of 1933, as amended, within 365 days from closing and to use commercially reasonable efforts to complete the exchange offer.
Retirements
Senior unsecured public debt retirements for the past three years are as follows:
Date of Retirement | Maturity Date | Amount | Rate | |||||||||||||||||
(Millions) | ||||||||||||||||||||
| Williams: | ||||||||||||||||||||
| September 15, 2025 | September 15, 2025 | $ | 750 | 4.000% | ||||||||||||||||
| January 15, 2025 | January 15, 2025 | 750 | 3.900% | |||||||||||||||||
| June 4, 2024 | June 4, 2024 | 1,250 | 4.550% | |||||||||||||||||
| March 4, 2024 | March 4, 2024 | 1,000 | 4.300% | |||||||||||||||||
| November 15, 2023 | November 15, 2023 | 600 | 4.500% | |||||||||||||||||
| Transco: | ||||||||||||||||||||
| December 5, 2025 | February 1, 2026 | $ | 1,000 | 7.850% | ||||||||||||||||
NWP: | ||||||||||||||||||||
| December 1, 2025 | December 1, 2025 | $ | 85 | 7.125% | ||||||||||||||||
Other financing obligations
During the construction of the Atlantic Sunrise, Leidy South, and Dalton projects, Transco received funding from co-owners for their proportionate share of construction costs. Amounts received were recorded within noncurrent liabilities and the costs associated with construction were capitalized. Upon placing these projects into service Transco began utilizing the co-owners’ undivided interest in the assets, including the associated pipeline capacity, and reclassified the funding previously received from its co-owners from noncurrent liabilities to debt. The obligations, which mature in 2038, 2041, and 2052, respectively, require monthly interest and principal payments and bear interest rates of approximately 9 percent, 13 percent, and 9 percent, respectively.
Credit Facility
| December 31, 2025 | |||||||||||
| Stated Capacity | Outstanding | ||||||||||
| (Millions) | |||||||||||
| Long-term credit facility (1) | $ | 3,750 | $ | — | |||||||
| Letters of credit under certain bilateral bank agreements | 15 | ||||||||||
________________
(1) In managing its available liquidity, Williams does not expect a maximum outstanding amount in excess of the capacity of its credit facility inclusive of any outstanding amounts under the commercial paper program.
Revolving credit facility
Williams, along with Transco and NWP, is party to an amended and restated revolving credit agreement (Williams Credit Agreement) with the lenders named therein and the administrative agent that provides for aggregate commitments of up to $3.75 billion, with the ability to increase such commitments by up to an additional $500 million under certain circumstances. The credit facility currently matures on October 8, 2028, following a one‑year extension exercised in the second quarter of 2025, and permits an additional one‑year maturity extension, subject to specified conditions. Borrowings under the credit facility bear interest based on either an alternative base rate or Term Secured Overnight Financing Rate, in each case plus an applicable margin. The facility also permits swing line loans of up to $200 million and letters of credit commitments of up to $500 million. Transco and NWP are each able to borrow up to $500 million under the facility, subject to availability.
The Williams Credit Agreement contains the following terms and conditions:
•Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets in certain circumstances, make certain distributions during an event of default, and each borrower and each borrower’s respective material subsidiaries’ ability to enter into certain restrictive agreements.
•If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments for the respective borrowers and accelerate the maturity of the loans of the defaulting borrower under the credit facility and exercise other rights and remedies.
•Other than swing line loans, each time funds are borrowed, the applicable borrower may choose from two methods of calculating interest: a fluctuating base rate equal to an alternative base rate as defined in the Williams Credit Agreement plus an applicable margin or a periodic fixed rate equal to the Term Secured Overnight Financing Rate plus an applicable margin. Williams is required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin is determined by reference to a pricing schedule based on the applicable borrower’s senior unsecured long-term debt ratings and the commitment fee is determined by reference to a pricing schedule based on Williams’ senior unsecured long-term debt ratings.
Significant financial covenants under the Williams Credit Agreement require Williams’ ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization), each as defined in the Williams Credit Agreement, to be no greater than 5.0 to 1.0, except that for any fiscal quarter in which the funding of the purchase price for an acquisition (whether effectuated as one or a series of related transactions) with an aggregate purchase price of $25 million or more has been effected, and the following two fiscal quarters (in each case subject to certain limitations), the ratio of debt to EBITDA is to be no greater than 5.5 to 1.
The ratio of debt to capitalization (defined as net worth plus debt), each as defined in the Williams Credit Agreement, must be no greater than 65 percent for each of Transco and NWP.
Williams expects to be in compliance with these covenants for the December 31, 2025, reporting period.
Commercial Paper Program
Williams has a $3.5 billion commercial paper program. The maturities of the commercial paper notes vary but may not exceed 397 days from the date of issuance. The commercial paper notes are sold under customary terms in the commercial paper market and are issued at a discount from par, or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis. The net proceeds of issuances of the commercial paper notes are expected to be used to fund planned capital expenditures and for other general corporate purposes. At December 31, 2025, $700 million of commercial paper was outstanding at a weighted-average interest rate of 3.85 percent.
NWP Credit Agreement
In December 2025, NWP, the lenders named therein, and an administrative agent entered into a credit agreement (NWP Credit Agreement). The NWP Credit Agreement was effective on December 1, 2025, and NWP borrowed $250 million under a three-year term loan used to refinance its 7.125 percent debentures due December 1, 2025, and for working capital, acquisitions, capital expenditures and other general corporate or limited liability company purposes.
The NWP Credit Agreement contains the following terms and conditions:
•Various covenants may limit, among other things, NWP’s ability to grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets in certain circumstances, make certain distributions during an event of default, and ability to enter into certain restrictive agreements.
•If an event of default the lenders will be able to accelerate the maturity of the loans under the NWP credit facility and exercise other rights and remedies.
•Interest on borrowings under the NWP Credit Agreement is variable.
•NWP is required to maintain a ratio of debt to capitalization (defined as net worth plus debt) of no greater than 65 percent. This ratio will be tested at the end of each fiscal quarter.
Restrictive Debt Covenants
At December 31, 2025, none of Transco’s nor NWP’s debt instruments restrict the amount of distributions to Williams, provided, however, that under the Williams Credit Agreement described above, Transco or NWP are restricted from making distributions to Williams during an event of default if Transco or NWP have directly incurred indebtedness under the credit facility. The debt agreements of Transco and NWP contain restrictions on their ability to incur secured debt beyond certain levels and to guarantee certain indebtedness. Transco and NWP expect to be in compliance with these covenants, for the December 31, 2025 reporting period.
Cash Payments for Interest by Registrant (Net of Amounts Capitalized)
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| (Millions) | |||||||||||||||||
| Williams | $ | 1,404 | $ | 1,293 | $ | 1,152 | |||||||||||
| Transco | 336 | 302 | 307 | ||||||||||||||
| NWP | 24 | 24 | 26 | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 24, 2020 | |
| 2018 | Feb 21, 2019 | |
| 2017 | Feb 22, 2018 | |
| 2016 | Feb 22, 2017 | |
| 2015 | Feb 26, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.