Grade: F — Major Red Flags
Framework: Schilit *Financial Shenanigans* + Beneish M-Score + forensic accounting principles
Data: SEC EDGAR 10-K (Filed 2026-02-24, FY ended December 31, 2025) + Yahoo Finance
Auditor: Ernst & Young LLP — Unqualified opinion
One-line verdict: Williams' F grade reflects two structural balance sheet issues: goodwill plus intangibles of $6.8B representing 53% of equity (driven by legacy pipeline acquisition intangibles), and cash of just $63M covering 0% of $29.4B total debt. The operating business is solid — CFFO/NI of 2.25x, 62.0% gross margins, and an M-Score of -2.68 that clears the threshold. But Williams is in the midst of a massive infrastructure build: CapEx surged 86.7% to $4.9B in FY2025, nearly consuming all operating cash flow. With 5,987 employees, Transco throughput of 21.0 MMdth/d (up from 20.2 in FY2024), and gathering volumes of 0.72 Bcf/d, Williams is growing its physical infrastructure. The Z-Score of -0.11 (deep distress) reflects the legacy capital structure — accumulated deficit on the balance sheet from historical losses and restructurings.
| Metric | Result |
|---|---|
| ❌ Red Flags | **2** (Goodwill/intangibles 53% of equity, cash covers 0% of $29.4B debt) |
| ⚠️ Watch Items | **1** (CapEx surging 86.7%) |
| Checks Completed | **18/18** |
| Beneish M-Score | **-2.68** (clean) |
| Auditor | Ernst & Young LLP — Unqualified opinion |
The Natural Gas Infrastructure Giant
Williams operates primarily through two major subsidiaries: Transco (the nation's largest-volume interstate natural gas transmission pipeline) and its gathering and processing operations. Per the 10-K, "Williams gathering systems receive natural gas from producers' crude oil and natural gas wells and gather these volumes to gas processing, treating, or redelivery facilities."
Key volume metrics from the filing:
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Transco throughput (MMdth/d) | 19.8 | 20.2 | 21.0 |
| Gathering volumes (Bcf/d) | 0.60 | 0.55 | 0.72 |
| Plant inlet gas volumes (Bcf/d) | 0.78 | 0.71 | 0.93 |
| NGL production (Mbbls/d) | 54 | 47 | 81 |
| Crude oil transportation (Mbbls/d) | — | 113 | 208 |
The crude oil transportation volume of 208 Mbbls/d (new in FY2024-2025) reflects acquisitions that diversified Williams beyond pure natural gas. Plant inlet volumes surging 31% and NGL production up 72% indicate significant growth in gathering and processing.
Key Financials
| Metric | FY2022 | FY2023 | FY2024 | FY2025 | Trend |
|---|---|---|---|---|---|
| Revenue | $11.0B | $10.9B | $10.5B | $12.0B | +13.8% |
| Net Income | $2.0B | $3.2B | $2.2B | $2.6B | Recovering |
| Gross Margin | 50.2% | 62.4% | 58.7% | 62.0% | High and stable |
| Net Margin | 18.7% | 29.1% | 21.2% | 21.9% | Strong |
| ROE | 17.8% | 25.6% | 17.9% | 20.4% | Healthy |
| CFFO/NI | 2.39x | 1.87x | 2.24x | 2.25x | Consistently strong |
Cash Flow: Infrastructure Build Consuming FCF
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Operating Cash Flow | $4.9B | $5.9B | $5.0B | $5.9B |
| CapEx | $2.3B | $2.6B | $2.6B | $4.9B |
| Free Cash Flow | $2.6B | $3.4B | $2.3B | $899M |
| Dividends ($1.79/share in FY2023) | $2.2B | $2.2B | $2.3B | $2.4B |
| New Long-term Debt Issued | $2.8B | — | $3.6B | $4.9B |
| Cash Balance | $152M | $2.2B | $60M | $63M |
Per the 10-K: "Capital expenditures" were "$4,893" million in FY2025, up from "$2,573" million in FY2024 — an 86.7% surge. This consumed nearly all CFFO of $5.9B. Dividends of $2.4B exceeded FCF of $899M by $1.5B, meaning Williams funded its dividend partially from debt issuance. The company issued "$4,940 million" of new long-term debt in FY2025.
Per the filing, Williams has a "$1.5 billion share repurchase program" authorized in September 2021, with "repurchases made from time to time in the open market."
The 18-Point Screening
Revenue Quality
| # | Check | Result | Detail |
|---|---|---|---|
| A1 | DSO Change | ✅ Pass | DSO 64 days, -1 day YoY — stable |
| A2 | AR vs Revenue Growth | ✅ Pass | AR +11.9% vs revenue +13.8% — tracking |
| A3 | Revenue vs CFFO | ✅ Pass | Revenue +13.8%, CFFO +18.6% — cash outpacing |
Expense Quality
| # | Check | Result | Detail |
|---|---|---|---|
| B1 | Inventory vs COGS | ✅ Pass | Inventory +12.5% vs COGS +4.8% — normal |
| B2 | CapEx vs Revenue | ⚠️ Watch | CapEx +86.7% vs revenue +13.8% — massive infrastructure build |
| B3 | SG&A Ratio | ✅ Pass | SG&A/Gross Profit 9.7% — excellent |
| B4 | Gross Margin | ✅ Pass | Gross margin 62.0%, +3.3pp — expanding |
Cash Flow Quality
| # | Check | Result | Detail |
|---|---|---|---|
| C1 | CFFO vs Net Income | ✅ Pass | CFFO/NI 2.25x — strong cash conversion |
| C2 | Free Cash Flow | ✅ Pass | FCF $899M, FCF/NI 0.34x — thin but positive |
| C3 | Accruals Ratio | ✅ Pass | Accruals ratio -5.6% — clean |
| C4 | Cash vs Debt | ❌ Fail | Cash $63M covers 0% of $29.4B debt |
Balance Sheet Quality
| # | Check | Result | Detail |
|---|---|---|---|
| D1 | Goodwill + Intangibles | ❌ Fail | $6.8B (goodwill $466M + intangibles $6.3B) = 53% of equity |
| D2 | Leverage | ✅ Pass | Debt/EBITDA 4.0x, interest coverage 3.1x — at the edge |
| D3 | Soft Asset Growth | ✅ Pass | Other assets +9.9% vs revenue +13.8% |
| D4 | Asset Impairment | ✅ Pass | Write-offs normal |
The intangible asset concentration ($6.3B) is unusual — it is dominated by pipeline rights, customer relationships, and below-market contracts acquired historically. These are amortizing assets that will decline over time, unlike goodwill.
Acquisition Risk
| # | Check | Result | Detail |
|---|---|---|---|
| E1 | Serial Acquirer FCF | ✅ Pass | FCF after acquisitions positive |
| E2 | Goodwill Surge | ✅ Pass | Goodwill -6% YoY — declining |
Manipulation Score
| # | Check | Result | Detail |
|---|---|---|---|
| F1 | Beneish M-Score | ✅ Pass | M-Score -2.68 — clean |
Altman Z-Score: -0.11 (deep distress zone) | F-Score: 0.51 (low manipulation probability 0.19%)
The Z-Score of -0.11 is alarming on its face but structural: Williams has an accumulated deficit on its balance sheet from historical losses and restructurings (pre-2016), creating a retained earnings component that drags X2 deeply negative. This is a legacy issue, not a current solvency concern — the company generates $5.9B of CFFO annually against $29.4B total debt.
Key Risks from the 10-K
Summary
Williams' F grade is driven by two balance sheet characteristics common to legacy pipeline companies: intangible-heavy assets (53% of equity) and high leverage ($29.4B debt, $63M cash). The operating business is strong — 62% gross margins, 2.25x CFFO/NI, negative accruals, clean M-Score. The real concern is the FY2025 CapEx explosion ($4.9B, up 86.7%) that created a dividend coverage gap and forced $4.9B in new debt issuance. If this CapEx level normalizes back toward $2.5-3.0B in FY2026-2027 as projects complete, Williams' FCF should recover to $2.5-3.0B and the dividend will again be fully covered. If CapEx stays elevated, Williams is on a trajectory of persistent debt accumulation that will eventually pressure the investment-grade rating.
