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Debt and Banking Arrangements
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt and Banking Arrangements [Text Block]
Note 13 – Debt and Banking Arrangements
Long-Term Debt by Issuing Entity
December 31,
 20242023

(Millions)
Transco:
7.08% Debentures due 2026
$8 $8 
7.25% Debentures due 2026
200 200 
7.85% Notes due 2026
1,000 1,000 
4% Notes due 2028
400 400 
3.25% Notes due 2030
700 700 
5.4% Notes due 2041
375 375 
4.45% Notes due 2042
400 400 
4.6% Notes due 2048
600 600 
3.95% Notes due 2050
500 500 
Other financing obligation — Atlantic Sunrise764 790 
Other financing obligation — Leidy South75 76 
Other financing obligation — Dalton247 250 
Unamortized debt issuance costs
(23)(26)
Net unamortized debt premium (discount)
(11)(12)
Total debt — Transco
$5,235 $5,261 
MountainWest:
3.53% Notes due 2028 (Note 3)
$100 $100 
3.91% Notes due 2038 (Note 3)
150 150 
4.875% Notes due 2041 (Note 3)
180 180 
Net unamortized debt premium (discount)
(58)(61)
Total debt — MountainWest
$372 $369 
NWP:
7.125% Debentures due 2025
$85 $85 
4% Notes due 2027
500 500 
Unamortized debt issuance costs
(1)(2)
Net unamortized debt premium (discount)
(2)(2)
Total debt — NWP
$582 $581 
Williams:
4.3% Notes due 2024
$— $1,000 
4.55% Notes due 2024
— 1,250 
3.9% Notes due 2025
750 750 
4% Notes due 2025
750 750 
5.4% Notes due 2026
1,100 1,100 
7.7% Notes due 2027
2 2 
3.75% Notes due 2027
1,450 1,450 
5.3% Notes due 2028
900 900 
4.9% Notes due 2029
1,100 — 
4.8% Notes due 2029
450 — 
3.5% Notes due 2030
1,000 1,000 
2.6% Notes due 2031
1,500 1,500 
7.5% Debentures due 2031
339 339 
7.75% Notes due 2031
252 252 
8.75% Notes due 2032
445 445 
4.65% Notes due 2032
1,000 1,000 
5.65% Notes due 2033
750 750 
5.15% Notes due 2034
1,300 — 
6.3% Notes due 2040
1,250 1,250 
5.8% Notes due 2043
400 400 
December 31,
 20242023

(Millions)
5.4% Notes due 2044
500 500 
5.75% Notes due 2044
650 650 
4.9% Notes due 2045
500 500 
5.1% Notes due 2045
1,000 1,000 
4.85% Notes due 2048
800 800 
3.5% Notes due 2051
650 650 
5.3% Notes due 2052
750 750 
5.8% Notes due 2054
750 — 
Unamortized debt issuance costs
(130)(112)
Net unamortized debt premium (discount)
(41)(39)
Total debt — Williams
$20,167 $18,837 
RMM deferred consideration obligation (Note 3)— 665 
Gulf Coast Storage deferred consideration obligation (Note 3)
100 — 
Total debt
$26,456 $25,713 
Long-term debt due within one year — Williams
(1,600)(2,305)
Long-term debt due within one year — Transco
(35)(32)
Long-term debt due within one year — NWP
(85)— 
Long-term debt$24,736 $23,376 
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, other financing obligations, and the Gulf Coast Storage deferred consideration obligation, excluding net unamortized debt premium (discount) and debt issuance costs, for each of the next five years: 
December 31, 2024
 (Millions)
Williams:
2025$1,720 
20262,345 
20271,994 
20281,445 
20291,600 
Transco:
2025$35 
20261,245 
202741 
2028445 
202950 
NWP:
2025$85 
2027500 
Issuances
Williams senior unsecured public debt issuances for the past three years and subsequent to the balance sheet date are as follows:
Issue Date
Maturity Date
Amount
Rate
(Millions)
January 9, 2025
March 15, 2035$1,000 5.600%
January 9, 2025
March 15, 2055500 6.000%
August 13, 2024November 15, 2029450 4.800%
August 13, 2024 (1)March 15, 2034300 5.150%
August 13, 2024November 15, 2054750 5.800%
January 5, 2024March 15, 20291,100 4.900%
January 5, 2024March 15, 20341,000 5.150%
August 10, 2023 (2)March 2, 2026350 5.400%
August 10, 2023August 15, 2028900 5.300%
March 2, 2023March 2, 2026750 5.400%
March 2, 2023March 15, 2033750 5.650%
August 8, 2022August 15, 20321,000 4.650%
August 8, 2022August 15, 2052750 5.300%
________________
(1)    Additional issuance of the 5.15 percent senior notes due 2034 issued on January 5, 2024, and trade interchangeably with such notes.
(2)    Additional issuance of the 5.40 percent senior notes due 2026 issued on March 2, 2023, and trade interchangeably with such notes.
Retirements
Williams’ senior unsecured public debt retirements for the past three years and subsequent to the balance sheet date are as follows:
Date of Retirement
Maturity Date
Amount
Rate
(Millions)
January 15, 2025January 15, 2025$750 3.900%
June 24, 2024June 24, 20241,250 4.550%
March 4, 2024March 4, 20241,000 4.300%
November 15, 2023November 15, 2023600 4.500%
October 17, 2022January 15, 2023850 3.700%
May 16, 2022August 15, 2022750 3.350%
January 18, 2022March 15, 20221,250 3.600%
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, 2024
Stated CapacityOutstanding
(Millions)
Long-term credit facility (1)$3,750 $— 
Letters of credit under certain bilateral bank agreements15 
________________
(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
In October 2021, Williams along with Transco and NWP, the lenders named therein, and an administrative agent entered into an amended and restated credit agreement (Credit Agreement) that reduced aggregate commitments available from $4.5 billion to $3.75 billion, with up to an additional $500 million increase in aggregate commitments available under certain circumstances. The Credit Agreement was effective on October 8, 2021. In the second quarter of 2023, the maturity date of the Credit Agreement was extended one year and now expires October 8, 2027. The amended Credit Agreement allows the co-borrowers to request up to two extensions of the maturity date each for an additional one-year period to allow a maturity date as late as October 8, 2029, under certain circumstances. Additionally, the amended Credit Agreement replaces the London Interbank Offered Rate with the Term Secured Overnight Financing Rate as the benchmark interest rate index. The Credit Agreement allows for swing line loans up to an aggregate of $200 million, subject to available capacity under the credit facility, and letters of credit commitments of $500 million. Transco and NWP are each able to borrow up to $500 million under this credit facility to the extent not otherwise utilized by the other co-borrowers.
The 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 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 Credit Agreement require Williams’ ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization), each as defined in the 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 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, 2024 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, 2024, $455 million commercial paper was outstanding at a weighted-average interest rate of 4.6 percent. At December 31, 2023, $725 million of commercial paper was outstanding at a weighted-average interest rate of 5.6 percent.
Restrictive Debt Covenants
At December 31, 2024, none of Transco’s nor NWP’s debt instruments restrict the amount of distributions to Williams, provided, however, that under the credit facility 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. The indenture governing Transco’s $1 billion of 7.85 percent Senior Notes due 2026 further restricts its ability to guarantee certain indebtedness. Transco and NWP expect to be in compliance with these covenants, for the December 31, 2024 reporting period.
Cash Payments for Interest by Registrant (Net of Amounts Capitalized)
Year Ended December 31,
202420232022
(Millions)
Williams$1,293 $1,152 $1,117 
Transco302 307 326 
NWP24 26 26