Williams Companies closes roughly $5.1B Momentum deal
The acquired Momentum operations contributed $113 million in revenue and $40 million in Modified EBITDA from September 3 through September 30, 2026.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
The Williams Companies, Inc. (WMB) reported third-quarter 2026 revenue of $3.223 billion, versus $2.923 billion a year earlier, and net income attributable to Williams of $700 million, versus $647 million. Diluted earnings per common share were $0.56, compared with $0.53. For the nine months ended September 30, 2026, revenue was $9.306 billion, net income attributable to Williams was $2.392 billion, and net cash provided by operating activities was $4.484 billion, compared with $4.322 billion in 2025.
Williams closed its acquisition of M6 Midstream LLC (Momentum) on September 3, 2026, for approximately $5.1 billion in total consideration, including cash and approximately 27 million shares of Williams common stock. Williams retained $869 million outstanding principal amount of long-term debt issued by NG3. From September 3 through September 30, 2026, the acquired operations contributed $113 million in revenue and $40 million in Modified EBITDA. During the nine-month period, Williams also received $3.737 billion from the sale of a partial interest in a consolidated subsidiary.
3 points · 0 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointRevenue: $3.223 billion versus $2.923 billion in the comparable quarter.
- Moderate pointWilliams-attributable net income: $700 million versus $647 million.
- Minor pointMomentum: $40 million Modified EBITDA from acquired operations.
Negative
- None.
Filing Explained
Senior-note issuances add debt obligations, while the partial-interest sale is reflected in noncontrolling ownership.
This unaudited quarterly report records that the closed Momentum acquisition’s approximately 27 million common shares were issued, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes.
It also lists three senior unsecured note issues dated
The equity statement records the sale of a partial interest in a consolidated subsidiary alongside noncontrolling interests and an increase to Williams’ stockholders’ equity, reflecting outside ownership while the subsidiary remains consolidated.
Key Figures
Revenue: $3.223 billion
Net income attributable to Williams: $700 million
Diluted earnings per common share: $0.56 per share
+5 more
8 metrics
Revenue
$3.223 billion
Three months ended September 30, 2026; compared with $2.923 billion for the three months ended September 30, 2025.
Net income attributable to Williams
$700 million
Three months ended September 30, 2026; compared with $647 million for the three months ended September 30, 2025.
Diluted earnings per common share
$0.56 per share
Three months ended September 30, 2026; compared with $0.53 per share for the three months ended September 30, 2025.
Net cash provided by operating activities
$4.484 billion
Nine months ended September 30, 2026; $4.322 billion for the nine months ended September 30, 2025.
Momentum total consideration
Approximately $5.1 billion
Acquisition closed September 3, 2026.
Williams common stock included in Momentum consideration
Approximately 27 million shares
Momentum acquisition closed September 3, 2026.
Revenue contributed by acquired Momentum operations
$113 million
September 3 through September 30, 2026.
Modified EBITDA contributed by acquired Momentum operations
$40 million
September 3 through September 30, 2026.
Key Terms
Modified EBITDA, Variable Interest Entities, remaining performance obligations, fair value hierarchy, +1 more
5 terms
Modified EBITDA financial
"Modified EBITDA (as defined in Note 11 – Segment Disclosures)"
Modified EBITDA is a company’s calculation of operating cash profit that starts with earnings before interest, taxes, depreciation and amortization (EBITDA) and then adds or removes particular items the company considers unusual or non-recurring. Investors use it like a cleaned-up scorecard to compare ongoing business performance, but because companies choose which items to adjust, it’s important to check what was changed—think of it as a recipe where the chef decides which ingredients to leave out.
Variable Interest Entities technical
"Variable Interest Entities"
A variable interest entity (VIE) is a business that a company controls through contracts or special arrangements instead of owning a majority of its shares, like steering a puppet without holding its ticket. Investors care because these arrangements can hide who really bears the financial risks and rewards, affect how assets and liabilities appear on financial statements, and create extra legal or enforcement uncertainty that can change the value and risk of an investment.
remaining performance obligations financial
"Remaining performance obligations primarily include reservation charges"
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.
fair value hierarchy financial
"classified as Level 1 within the fair value hierarchy"
AFUDC technical
"Allowance for equity and borrowed funds used during construction (AFUDC)"
Allowance for Funds Used During Construction (AFUDC) is an accounting method that adds the cost of financing — typically interest and sometimes a return — to the value of a long-term project while it’s being built, rather than charging that cost immediately as an expense. Think of it like capitalizing the loan interest on a house while it’s under construction so the cost becomes part of the asset; this raises reported asset value and delays expense recognition, which can make current earnings look stronger and affect future regulated rates and investor returns.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did WMB report for third-quarter 2026 revenue and earnings?
WMB reported third-quarter 2026 revenue of $3.223 billion, compared with $2.923 billion for third-quarter 2025. Net income attributable to Williams was $700 million, versus $647 million, and diluted earnings per common share were $0.56, versus $0.53.
How much was the WMB Momentum acquisition, and what did it contribute?
Williams closed the Momentum acquisition on September 3, 2026, for approximately $5.1 billion in total consideration, including cash and approximately 27 million shares of Williams common stock. From September 3 through September 30, 2026, the acquired operations contributed $113 million in revenue and $40 million in Modified EBITDA.
What dividend did WMB record for the third quarter of 2026?
Williams’ third-quarter statement of changes in equity lists cash dividends on common stock of $0.525 per share, totaling $656 million.
What remaining performance obligations did Williams report?
The transaction price allocated to remaining performance obligations under certain contracts was $32.541 billion as of September 30, 2026. The amount excludes variable consideration, renewals not exercised, contracts for facilities without FERC authorization to enter service, and consideration already received that is reflected in contract liabilities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended September 30, 2026
or
For the transition period from _____________ to _____________
The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
Commission file number: | State or Other Jurisdiction of Incorporation or Organization: | IRS Employer Identification No.: | |||||||||
| The Williams Companies, Inc. | |||||||||||
| Transcontinental Gas Pipe Line Company, LLC | |||||||||||
| Northwest Pipeline LLC | |||||||||||
Address of Principal Executive Offices: | Zip Code: | Registrant’s Telephone Number, Including Area Code: | |||||||||
The Williams Companies, Inc. | |||||||||||
Transcontinental Gas Pipe Line Company, LLC | |||||||||||
Northwest Pipeline LLC | |||||||||||
NO CHANGE
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | |||||||||
The Williams Companies, Inc. | |||||||||||
Transcontinental Gas Pipe Line Company, LLC | None | None | None | ||||||||
Northwest Pipeline LLC | None | None | None | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
The Williams Companies, Inc. | ☑ | No | ☐ | |||||||||||
Transcontinental Gas Pipe Line Company, LLC | ☑ | No | ☐ | |||||||||||
Northwest Pipeline LLC | ☑ | No | ☐ | |||||||||||
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
The Williams Companies, Inc. | ☑ | No | ☐ | |||||||||||
Transcontinental Gas Pipe Line Company, LLC | ☑ | No | ☐ | |||||||||||
Northwest Pipeline LLC | ☑ | No | ☐ | |||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
The Williams Companies, Inc. | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||
Transcontinental Gas Pipe Line Company, LLC | Large accelerated filer | ☐ | Accelerated filer | ☐ | ☑ | Smaller reporting company | Emerging growth company | |||||||||||||||||||||||||
Northwest Pipeline LLC | Large accelerated filer | ☐ | Accelerated filer | ☐ | ☑ | Smaller reporting company | 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.
The Williams Companies, Inc. | ☐ | ||||
Transcontinental Gas Pipe Line Company, LLC | ☐ | ||||
Northwest Pipeline LLC | ☐ | ||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The Williams Companies, Inc. | Yes | No | ☑ | |||||||||||
Transcontinental Gas Pipe Line Company, LLC | Yes | No | ☑ | |||||||||||
Northwest Pipeline LLC | Yes | No | ☑ | |||||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| October 29, 2026 | |||||
The Williams Companies, Inc. | |||||
Transcontinental Gas Pipe Line Company, LLC | |||||
Northwest Pipeline LLC | |||||
Both Transcontinental Gas Pipe Line Company, LLC and Northwest Pipeline LLC meet the conditions set forth in General Instructions H(1)(a) and (b) of Form 10‑Q and are therefore filing this Form 10‑Q with the reduced disclosure format specified in General Instructions H(2)(a), (b), and (c) of Form 10‑Q.
This combined Form 10‑Q is separately filed by The Williams Companies, Inc., Transcontinental Gas Pipe Line Company, LLC, and Northwest Pipeline LLC. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants.
2
FORM 10-Q
TABLE OF CONTENTS
| Page | ||||||||
Part I. Financial Information | 8 | |||||||
Item 1. Financial Statements | 8 | |||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 54 | |||||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 80 | |||||||
Item 4. Controls and Procedures | 81 | |||||||
Part II. Other Information | 83 | |||||||
Item 1. Legal Proceedings | 83 | |||||||
Item 1A. Risk Factors | 84 | |||||||
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities | 84 | |||||||
Item 5. Other Information | 84 | |||||||
Item 6. Exhibits | 86 | |||||||
The reports, filings, and other public announcements of Williams, Transco, and NWP 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 and Section 21E of the 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. Williams, Transco, and NWP make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995, as applicable.
All statements, other than statements of historical facts, included in this report that address activities, events, or developments that Williams, Transco, and NWP 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 Transco, NWP, and 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;
3
Table of Contents
•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 Williams’, Transco’s, and NWP’s 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 the ability and the ability of other energy companies with whom Williams, Transco, and NWP conduct or seek to conduct business, to obtain necessary permits and approvals, and the ability to achieve favorable rate proceeding outcomes;
•Exposure to the credit risk of customers and counterparties;
•Williams’ ability to acquire new businesses and assets and successfully integrate those operations and assets into existing businesses as well as successfully expand facilities and consummate asset sales on acceptable terms;
•The ability to successfully identify, evaluate, and timely execute on capital projects and investment opportunities;
•The strength and financial resources of competitors and the effects of competition;
•The amount of cash distributions from and capital requirements of Williams’ investments and joint ventures in which Williams participates;
•The ability of Williams to effectively execute on its 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 facilities;
•Acts of terrorism, cybersecurity incidents, and related disruptions;
•Williams’ costs and funding obligations for defined benefit pension plans and other postretirement benefit plans, and Transco’s and NWP’s allocations regarding the same;
•Changes in maintenance and construction costs, as well as the ability to obtain sufficient construction- related inputs, including skilled labor;
4
Table of Contents
•Inflation, interest rates, tariffs on foreign-made materials and goods (including steel and steel pipes) necessary to conduct 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 (OPEC) 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;
•Changes in U.S. governmental administration and policies;
•Whether Williams is able to pay current and expected levels of dividends;
•Additional risks described in Williams’, Transco’s, and NWP’s SEC filings.
Given the uncertainties and risk factors that could cause Williams’, Transco’s, and NWP’s actual results to differ materially from those contained in any forward-looking statement, Williams, Transco, and NWP caution investors not to unduly rely on these forward-looking statements. Williams, Transco, and NWP 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 actual results to differ, the factors listed above and referred to below may cause Williams’, Transco’s, and NWP’s intentions to change from those statements of intention set forth in this report. Such changes in intentions may also cause results to differ. Williams, Transco, and NWP may change intentions, at any time and without notice, based upon changes in such factors, assumptions, or otherwise.
Because forward-looking statements involve risks and uncertainties, Williams, Transco, and NWP 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 Part I, Item 1A. Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 24, 2026, as may be supplemented by disclosures in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10‑Q.
5
Table of Contents
DEFINITIONS
The following is a listing of certain abbreviations, acronyms, and other industry terminology that may be used throughout this Form 10-Q.
Measurements:
Barrel or Bbl: One barrel of petroleum products that equals 42 U.S. gallons
Mbbls/d: One thousand barrels per day
Bcf : One billion cubic feet of natural gas
Bcf/d: One billion cubic feet of natural gas per day
MMcf/d: One million cubic feet of natural gas per day
British Thermal Unit (Btu): A unit of energy needed to raise the temperature of one pound of water by one degree Fahrenheit
MMBtu: One million British thermal units
Megawatt or MW: A unit of power equal to one million watts of Independent System Operator (ISO) electricity generating capacity, excluding battery energy storage systems
Dekatherms (Dth): A unit of energy equal to one million British thermal units
Mdth/d: One thousand dekatherms per day
MMdth: One million dekatherms or approximately one trillion British thermal units
MMdth/d: One million dekatherms per day
Government and Regulatory:
EPA: Environmental Protection Agency
Exchange Act, the: Securities and Exchange Act of 1934, as amended
FERC: Federal Energy Regulatory Commission
SEC: Securities and Exchange Commission
Securities Act, the: Securities Act of 1933, as amended
Other:
Note: References to numerical notes refer to the Combined Notes to Financial Statements.
EBITDA: Earnings before interest, taxes, depreciation, depletion, and amortization
Fractionation: The process by which a mixed stream of natural gas liquids is separated into constituent products, such as ethane, propane, and butane
GAAP: U.S. generally accepted accounting principles
LNG: Liquefied natural gas; natural gas which has been liquefied at cryogenic temperatures
MVC: Minimum volume commitments
NGLs: Natural gas liquids; natural gas liquids result from natural gas processing and crude oil refining and are used as petrochemical feedstocks, heating fuels, and gasoline additives, among other applications.
6
Table of Contents
Equity NGL margins: NGL revenues less Btu replacement cost, plant fuel, transportation, and fractionation
Registrants: The Williams Companies, Inc. (Williams), and Williams’ wholly owned subsidiaries Transcontinental Gas Pipe Line Company, LLC (Transco) and Northwest Pipeline LLC (NWP) are each individually referred to as a Registrant and collectively as the Registrants.
Appalachia Midstream Investments: Williams’ equity-method investments with an approximate average 66 percent interest in multiple gas gathering systems in the Marcellus Shale region
Momentum Acquisition: On September 3, 2026, Williams closed on the acquisition of 100 percent of M6 Midstream LLC (Momentum), which owns midstream assets in the Haynesville Shale region.
7
Table of Contents
PART I
Item 1. Financial Statements
| Page | |||||
Williams: | |||||
Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2026 and 2025 | 9 | ||||
Consolidated Balance Sheets – September 30, 2026 and December 31, 2025 | 10 | ||||
Consolidated Statements of Changes in Equity – Three and Nine Months Ended September 30, 2026 and 2025 | 11 | ||||
Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2026 and 2025 | 13 | ||||
Transco: | |||||
Statements of Net Income – Three and Nine Months Ended September 30, 2026 and 2025 | 14 | ||||
Balance Sheets – September 30, 2026 and December 31, 2025 | 15 | ||||
Statements of Changes in Member’s Equity – Three and Nine Months Ended September 30, 2026 and 2025 | 16 | ||||
Statements of Cash Flows – Nine Months Ended September 30, 2026 and 2025 | 17 | ||||
NWP: | |||||
Statements of Net Income – Three and Nine Months Ended September 30, 2026 and 2025 | 18 | ||||
Balance Sheets – September 30, 2026 and December 31, 2025 | 19 | ||||
Statements of Changes in Member’s Equity – Three and Nine Months Ended September 30, 2026 and 2025 | 20 | ||||
Statements of Cash Flows – Nine Months Ended September 30, 2026 and 2025 | 21 | ||||
Combined Notes to Financial Statements | 22 | ||||
8
Table of Contents
The Williams Companies, Inc.
Consolidated Statement of Comprehensive Income
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| (Millions, except per-share amounts) | ||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||
| Service revenues | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Service revenues – commodity consideration | ||||||||||||||||||||||||||||||||
| Product sales | ||||||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | ( | |||||||||||||||||||||||||||||||
Total revenues | ||||||||||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||||||||
| Product costs | ||||||||||||||||||||||||||||||||
| Net processing commodity expenses | ||||||||||||||||||||||||||||||||
| Operating and maintenance expenses | ||||||||||||||||||||||||||||||||
Depreciation, depletion, and amortization expenses | ||||||||||||||||||||||||||||||||
General and administrative expenses | ||||||||||||||||||||||||||||||||
Gain on sale of certain assets (Note 3) | ( | ( | ||||||||||||||||||||||||||||||
Other operating (income) expense – net | ( | |||||||||||||||||||||||||||||||
Total costs and expenses | ||||||||||||||||||||||||||||||||
| Operating income (loss) | ||||||||||||||||||||||||||||||||
| Equity earnings (losses) | ||||||||||||||||||||||||||||||||
Other investing income (loss) – net (Note 3) | ||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Other income (expense) – net | ||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | ||||||||||||||||||||||||||||||||
| Less: Provision (benefit) for income taxes | ||||||||||||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||||||||
Less: Net income (loss) attributable to noncontrolling interests | ||||||||||||||||||||||||||||||||
| Net income (loss) attributable to The Williams Companies, Inc. | ||||||||||||||||||||||||||||||||
| Less: Preferred stock dividends | ||||||||||||||||||||||||||||||||
| Net income (loss) available to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Basic earnings (loss) per common share: | ||||||||||||||||||||||||||||||||
Net income (loss) available to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Weighted-average shares (millions) | ||||||||||||||||||||||||||||||||
| Diluted earnings (loss) per common share: | ||||||||||||||||||||||||||||||||
Net income (loss) available to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Weighted-average shares (millions) | ||||||||||||||||||||||||||||||||
Comprehensive income (loss): | ||||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Other comprehensive income (loss), net of taxes of $ | ( | ( | ( | |||||||||||||||||||||||||||||
| Comprehensive income (loss) | ||||||||||||||||||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | ||||||||||||||||||||||||||||||||
Comprehensive income (loss) attributable to The Williams Companies, Inc. | $ | $ | $ | $ | ||||||||||||||||||||||||||||
See the Combined Notes to Financial Statements.
9
Table of Contents
The Williams Companies, Inc.
Consolidated Balance Sheet
(Unaudited)
| September 30, | December 31, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| (Millions, except per-share amounts) | ||||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Trade accounts and other receivables (net of allowance of ($ | ||||||||||||||
| Inventories | ||||||||||||||
Assets held for sale (Note 3) | ||||||||||||||
| Derivative assets | ||||||||||||||
| Other current assets and deferred charges | ||||||||||||||
| Total current assets | ||||||||||||||
| Investments | ||||||||||||||
| Property, plant, and equipment | ||||||||||||||
| Accumulated depreciation, depletion, and amortization | ( | ( | ||||||||||||
| Property, plant, and equipment – net | ||||||||||||||
Intangible assets – net | ||||||||||||||
| Regulatory assets, deferred charges, and other | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
Liabilities held for sale (Note 3) | ||||||||||||||
| Derivative liabilities | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Commercial paper | ||||||||||||||
| Long-term debt due within one year | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Deferred income tax liabilities | ||||||||||||||
| Regulatory liabilities, deferred income, and other | ||||||||||||||
Contingent liabilities and commitments (Note 10) | ||||||||||||||
| Equity: | ||||||||||||||
| Stockholders’ equity: | ||||||||||||||
Preferred stock ($ | ||||||||||||||
Common stock ($ | ||||||||||||||
| Capital in excess of par value | ||||||||||||||
| Retained deficit | ( | ( | ||||||||||||
| Accumulated other comprehensive income (loss) | ||||||||||||||
Treasury stock, at cost ( | ( | ( | ||||||||||||
| Total stockholders’ equity | ||||||||||||||
| Noncontrolling interests in consolidated subsidiaries | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||||
See the Combined Notes to Financial Statements.
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Table of Contents
The Williams Companies, Inc.
Consolidated Statement of Changes in Equity
(Unaudited)
| The Williams Companies, Inc. Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Capital in Excess of Par Value | Retained Deficit | AOCI* | Treasury Stock | Total Stockholders’ Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends – common stock ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation and related common stock issuances, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock as noncash acquisition consideration (Note 3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interest resulting from acquisition (Note 3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions to noncontrolling interests | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of partial interest in consolidated subsidiary (Note 1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends – common stock ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation and related common stock issuances, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions to noncontrolling interests | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in equity | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
*Accumulated Other Comprehensive Income (Loss)
See the Combined Notes to Financial Statements.
11
Table of Contents
The Williams Companies, Inc.
Consolidated Statement of Changes in Equity (Continued)
(Unaudited)
| The Williams Companies, Inc. Stockholders | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Capital in Excess of Par Value | Retained Deficit | AOCI | Treasury Stock | Total Stockholders’ Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends – common stock ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation and related common stock issuances, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock as noncash acquisition consideration (Note 3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Noncontrolling interest resulting from acquisition (Note 3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions to noncontrolling interests | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of partial interest in consolidated subsidiary (Note 1) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in equity | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends – common stock ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation and related common stock issuances, net of tax | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends and distributions to noncontrolling interests | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Contributions from noncontrolling interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in equity | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
See the Combined Notes to Financial Statements.
12
Table of Contents
The Williams Companies, Inc.
Consolidated Statement of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | ||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| (Millions) | ||||||||||||||||||||
| OPERATING ACTIVITIES: | ||||||||||||||||||||
| Net income (loss) | $ | $ | ||||||||||||||||||
| Adjustments to reconcile to net cash provided (used) by operating activities: | ||||||||||||||||||||
| Depreciation, depletion, and amortization | ||||||||||||||||||||
| Provision (benefit) for deferred income taxes | ||||||||||||||||||||
| Equity (earnings) losses | ( | ( | ||||||||||||||||||
| Distributions from equity-method investees | ||||||||||||||||||||
| Gain on sale of certain assets (Note 3) | ( | |||||||||||||||||||
| Net unrealized (gain) loss from commodity derivative instruments | ( | |||||||||||||||||||
| Gain on disposition of equity-method investments (Note 3) | ( | |||||||||||||||||||
| Inventory write-downs | ||||||||||||||||||||
| Amortization of stock-based awards | ||||||||||||||||||||
| Cash provided (used) by changes in current assets and liabilities: | ||||||||||||||||||||
| Accounts receivable | ||||||||||||||||||||
| Inventories | ( | ( | ||||||||||||||||||
| Other current assets and deferred charges | ( | ( | ||||||||||||||||||
| Accounts payable | ( | ( | ||||||||||||||||||
| Other current liabilities | ( | |||||||||||||||||||
| Changes in current and noncurrent commodity derivative assets and liabilities | ( | |||||||||||||||||||
| Other, including changes in noncurrent assets and liabilities | ( | ( | ||||||||||||||||||
| Net cash provided (used) by operating activities | ||||||||||||||||||||
| FINANCING ACTIVITIES: | ||||||||||||||||||||
| Proceeds from (payments of) commercial paper – net | ( | ( | ||||||||||||||||||
| Proceeds from long-term debt | ||||||||||||||||||||
| Payments of long-term debt | ( | ( | ||||||||||||||||||
| Payments for debt issuance costs | ( | ( | ||||||||||||||||||
| Proceeds from issuance of common stock | ||||||||||||||||||||
| Proceeds from sale of partial interest in consolidated subsidiary (Note 1) | ||||||||||||||||||||
| Common dividends paid | ( | ( | ||||||||||||||||||
| Dividends and distributions paid to noncontrolling interests | ( | ( | ||||||||||||||||||
| Contributions from noncontrolling interests | ||||||||||||||||||||
| Other – net | ( | ( | ||||||||||||||||||
| Net cash provided (used) by financing activities | ( | |||||||||||||||||||
| INVESTING ACTIVITIES: | ||||||||||||||||||||
| Property, plant, and equipment: | ||||||||||||||||||||
| Capital expenditures (1) | ( | ( | ||||||||||||||||||
| Dispositions – net (Note 3) | ( | |||||||||||||||||||
| Proceeds from sale of business (Note 3) | ||||||||||||||||||||
| Purchases of businesses, net of cash acquired (Note 3) | ( | ( | ||||||||||||||||||
| Proceeds from disposition of equity-method investments (Note 3) | ||||||||||||||||||||
| Purchases of and contributions to equity-method investments | ( | ( | ||||||||||||||||||
| Other – net | ||||||||||||||||||||
| Net cash provided (used) by investing activities | ( | ( | ||||||||||||||||||
| Increase (decrease) in cash and cash equivalents | ||||||||||||||||||||
| Cash and cash equivalents at beginning of year | ||||||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||||||||
| _________ | ||||||||||||||||||||
| (1) Increases to property, plant, and equipment | $ | ( | $ | ( | ||||||||||||||||
| Changes in related accounts payable and accrued liabilities | ||||||||||||||||||||
| Capital expenditures | $ | ( | $ | ( | ||||||||||||||||
See the Combined Notes to Financial Statements.
13
Table of Contents
Transcontinental Gas Pipe Line Company, LLC
Statement of Net Income
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||
| Natural gas transportation service revenues: | ||||||||||||||||||||||||||||||||
| Affiliates | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Third-party | ||||||||||||||||||||||||||||||||
| Natural gas storage service revenues | ||||||||||||||||||||||||||||||||
| Natural gas product sales: | ||||||||||||||||||||||||||||||||
| Affiliates | ||||||||||||||||||||||||||||||||
| Third-party | ||||||||||||||||||||||||||||||||
| Other service revenues: | ||||||||||||||||||||||||||||||||
| Affiliates | ||||||||||||||||||||||||||||||||
| Third-party | ||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||||||||
| Natural gas product costs: | ||||||||||||||||||||||||||||||||
| Affiliates | ||||||||||||||||||||||||||||||||
| Third-party | ||||||||||||||||||||||||||||||||
| Operating and maintenance expenses: | ||||||||||||||||||||||||||||||||
| Affiliates | ||||||||||||||||||||||||||||||||
| Third-party | ||||||||||||||||||||||||||||||||
| Depreciation and amortization expenses | ||||||||||||||||||||||||||||||||
| General and administrative expenses: | ||||||||||||||||||||||||||||||||
| Affiliates | ||||||||||||||||||||||||||||||||
| Third-party | ||||||||||||||||||||||||||||||||
| Taxes, other than income taxes | ||||||||||||||||||||||||||||||||
| Other operating (income) expense – net | ||||||||||||||||||||||||||||||||
| Total costs and expenses | ||||||||||||||||||||||||||||||||
| Operating income (loss) | ||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Interest income: | ||||||||||||||||||||||||||||||||
| Affiliates | ||||||||||||||||||||||||||||||||
| Third-party | ||||||||||||||||||||||||||||||||
| Allowance for equity and borrowed funds used during construction (AFUDC) | ||||||||||||||||||||||||||||||||
| Other income (expense) – net | ( | ( | ||||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
See the Combined Notes to Financial Statements.
14
Table of Contents
Transcontinental Gas Pipe Line Company, LLC
Balance Sheet
(Unaudited)
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| (Millions) | |||||||||||
| ASSETS | |||||||||||
Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts and other receivables: | |||||||||||
| Advances to affiliate | |||||||||||
| Trade | |||||||||||
| Affiliates | |||||||||||
| Other | |||||||||||
| Inventories | |||||||||||
| Regulatory assets | |||||||||||
| Other current assets and deferred charges | |||||||||||
| Total current assets | |||||||||||
Property, plant, and equipment | |||||||||||
Accumulated depreciation and amortization | ( | ( | |||||||||
| Property, plant, and equipment – net | |||||||||||
| Regulatory assets | |||||||||||
| Deferred charges and other | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND MEMBER’S EQUITY | |||||||||||
Current liabilities: | |||||||||||
| Payables: | |||||||||||
| Trade | $ | $ | |||||||||
| Affiliates | |||||||||||
| Regulatory liabilities | |||||||||||
| Accrued interest | |||||||||||
Reserve for rate refunds (Note 10) | |||||||||||
Accrual for litigation settlement (Note 10) | |||||||||||
| Other current liabilities | |||||||||||
| Asset retirement obligations | |||||||||||
| Long-term debt due within one year | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Regulatory liabilities | |||||||||||
| Asset retirement obligations | |||||||||||
| Deferred income and other | |||||||||||
Contingent liabilities and commitments (Note 10) | |||||||||||
| Member’s equity: | |||||||||||
| Member’s capital | |||||||||||
| Retained earnings | |||||||||||
| Total member’s equity | |||||||||||
| Total liabilities and member’s equity | $ | $ | |||||||||
See the Combined Notes to Financial Statements.
15
Table of Contents
Transcontinental Gas Pipe Line Company, LLC
Statement of Changes in Member’s Equity
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
(Millions) | ||||||||||||||||||||||||||||||||
| Member’s capital: | ||||||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Cash contributions from parent | ||||||||||||||||||||||||||||||||
Balance at end of period | ||||||||||||||||||||||||||||||||
| Retained earnings: | ||||||||||||||||||||||||||||||||
| Balance at beginning of period | ||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||
| Cash distributions to parent | ( | ( | ( | ( | ||||||||||||||||||||||||||||
Balance at end of period | ||||||||||||||||||||||||||||||||
| Total member’s equity | $ | $ | $ | $ | ||||||||||||||||||||||||||||
See the Combined Notes to Financial Statements.
16
Table of Contents
Transcontinental Gas Pipe Line Company, LLC
Statement of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| (Millions) | |||||||||||||||||
| OPERATING ACTIVITIES: | |||||||||||||||||
| Net income (loss) | $ | $ | |||||||||||||||
| Adjustments to reconcile to net cash provided (used) by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Allowance for equity funds used during construction (equity AFUDC) | ( | ( | |||||||||||||||
| Cash provided (used) by changes in current assets and liabilities: | |||||||||||||||||
| Affiliate receivables | ( | ||||||||||||||||
| Trade and other accounts receivable | ( | ||||||||||||||||
| Inventories | ( | ( | |||||||||||||||
| Regulatory assets | ( | ( | |||||||||||||||
| Other current assets and deferred charges | ( | ||||||||||||||||
| Trade accounts payable | ( | ||||||||||||||||
| Affiliate payables | ( | ( | |||||||||||||||
| Reserve for rate refunds (Note 10) | ( | ||||||||||||||||
| Other current liabilities | ( | ||||||||||||||||
| Other, including changes in noncurrent assets and liabilities | ( | ||||||||||||||||
| Net cash provided (used) by operating activities | |||||||||||||||||
| FINANCING ACTIVITIES: | |||||||||||||||||
| Proceeds from other financing obligations | |||||||||||||||||
| Payments of long-term debt | ( | ||||||||||||||||
| Payments on other financing obligations | ( | ( | |||||||||||||||
| Payments for debt issuance costs | ( | ||||||||||||||||
| Cash distributions to parent | ( | ( | |||||||||||||||
| Cash contributions from parent | |||||||||||||||||
| Net cash provided (used) by financing activities | ( | ( | |||||||||||||||
| INVESTING ACTIVITIES: | |||||||||||||||||
| Property, plant, and equipment: | |||||||||||||||||
| Capital expenditures (1) | ( | ( | |||||||||||||||
| Contributions and advances for construction costs | |||||||||||||||||
| Dispositions – net | ( | ( | |||||||||||||||
| Advances to affiliate – net | |||||||||||||||||
| Purchase of asset retirement obligations trust investments | ( | ( | |||||||||||||||
| Proceeds from sale of asset retirement obligations trust investments | |||||||||||||||||
| Net cash provided (used) by investing activities | ( | ( | |||||||||||||||
| Increase (decrease) in cash and cash equivalents | |||||||||||||||||
| Cash and cash equivalents at beginning of year | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||||||||
| ____________________________ | |||||||||||||||||
| (1) Increases to property, plant, and equipment, exclusive of equity AFUDC | $ | ( | $ | ( | |||||||||||||
| Changes in related accounts payable and accrued liabilities | ( | ||||||||||||||||
| Capital expenditures | $ | ( | $ | ( | |||||||||||||
17
Table of Contents
Northwest Pipeline LLC
Statement of Net Income
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Natural gas transportation service revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
| Natural gas storage service revenues | |||||||||||||||||||||||||||||
| Other service revenues | |||||||||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Operating and maintenance expenses: | |||||||||||||||||||||||||||||
| Affiliates | |||||||||||||||||||||||||||||
| Third-party | |||||||||||||||||||||||||||||
| Depreciation and amortization expenses | |||||||||||||||||||||||||||||
| General and administrative expenses: | |||||||||||||||||||||||||||||
| Affiliates | |||||||||||||||||||||||||||||
| Third-party | |||||||||||||||||||||||||||||
| Taxes, other than income taxes | |||||||||||||||||||||||||||||
| Other operating (income) expense – net | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total costs and expenses | |||||||||||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||||||||
| Interest income: | |||||||||||||||||||||||||||||
| Affiliates | |||||||||||||||||||||||||||||
| Third-party | |||||||||||||||||||||||||||||
| Allowance for equity and borrowed funds used during construction (AFUDC) | |||||||||||||||||||||||||||||
| Other income (expense) – net | ( | ||||||||||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | |||||||||||||||||||||||||
See the Combined Notes to Financial Statements.
18
Table of Contents
Northwest Pipeline LLC
Balance Sheet
(Unaudited)
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
(Millions) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade accounts and other receivables: | |||||||||||
| Advances to affiliate | |||||||||||
| Trade | |||||||||||
| Affiliates | |||||||||||
| Other | |||||||||||
| Inventories | |||||||||||
| Regulatory assets | |||||||||||
| Other current assets and deferred charges | |||||||||||
| Total current assets | |||||||||||
Property, plant, and equipment | |||||||||||
Accumulated depreciation and amortization | ( | ( | |||||||||
| Property, plant, and equipment – net | |||||||||||
| Regulatory assets | |||||||||||
| Deferred charges and other | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND MEMBER’S EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Payables: | |||||||||||
| Trade | $ | $ | |||||||||
| Affiliates | |||||||||||
| Regulatory liabilities | |||||||||||
| Other current liabilities | |||||||||||
| Long-term debt due within one year | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Regulatory liabilities | |||||||||||
| Asset retirement obligations | |||||||||||
| Deferred income and other | |||||||||||
Contingent liabilities and commitments (Note 10) | |||||||||||
| Member’s equity: | |||||||||||
| Member’s capital | |||||||||||
| Retained earnings | |||||||||||
| Total member’s equity | |||||||||||
| Total liabilities and member’s equity | $ | $ | |||||||||
See the Combined Notes to Financial Statements.
19
Table of Contents
Northwest Pipeline LLC
Statement of Changes in Member’s Equity
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
(Millions) | |||||||||||||||||||||||||||||
| Member’s capital: | |||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cash contributions from parent | |||||||||||||||||||||||||||||
| Noncash return of capital | ( | ||||||||||||||||||||||||||||
Balance at end of period | |||||||||||||||||||||||||||||
| Retained earnings: | |||||||||||||||||||||||||||||
| Balance at beginning of period | |||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
| Cash distributions to parent | ( | ( | ( | ( | |||||||||||||||||||||||||
| Balance at end of period | |||||||||||||||||||||||||||||
| Total member’s equity | $ | $ | $ | $ | |||||||||||||||||||||||||
See the Combined Notes to Financial Statements.
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Northwest Pipeline LLC
Statement of Cash Flows
(Unaudited)
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | ||||||||||||||||
| (Millions) | |||||||||||||||||
| OPERATING ACTIVITIES: | |||||||||||||||||
| Net income (loss) | $ | $ | |||||||||||||||
| Adjustments to reconcile to net cash provided (used) by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Allowance for equity funds used during construction (equity AFUDC) | ( | ( | |||||||||||||||
| Cash provided (used) by changes in current assets and liabilities: | |||||||||||||||||
| Affiliate receivables | ( | ||||||||||||||||
| Trade and other accounts receivable | ( | ||||||||||||||||
| Other current assets and deferred charges | |||||||||||||||||
| Trade accounts payable | ( | ( | |||||||||||||||
| Affiliate payables | ( | ||||||||||||||||
| Other current liabilities | |||||||||||||||||
| Other, including changes in noncurrent assets and liabilities | ( | ( | |||||||||||||||
| Net cash provided (used) by operating activities | |||||||||||||||||
| FINANCING ACTIVITIES: | |||||||||||||||||
| Cash distributions to parent | ( | ( | |||||||||||||||
| Cash contributions from parent | |||||||||||||||||
| Advances from affiliate – net | ( | ||||||||||||||||
| Net cash provided (used) by financing activities | ( | ||||||||||||||||
| INVESTING ACTIVITIES: | |||||||||||||||||
| Property, plant, and equipment: | |||||||||||||||||
| Capital expenditures (1) | ( | ( | |||||||||||||||
| Contributions and advances for construction costs | |||||||||||||||||
| Dispositions – net | ( | ( | |||||||||||||||
| Advances to affiliate – net | ( | ||||||||||||||||
| Net cash provided (used) by investing activities | ( | ( | |||||||||||||||
| Increase (decrease) in cash and cash equivalents | |||||||||||||||||
| Cash and cash equivalents at beginning of year | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||||||||
| ____________________________________ | |||||||||||||||||
| (1) Increases to property, plant, and equipment, exclusive of equity AFUDC | $ | ( | $ | ( | |||||||||||||
| Changes in related accounts payable and accrued liabilities | |||||||||||||||||
| Capital expenditures | $ | ( | $ | ( | |||||||||||||
See the Combined Notes to Financial Statements.
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Index of Combined Notes to Financial Statements
The Combined Notes to Financial Statements include information for multiple registrants, specifically The Williams Companies, Inc. (Williams), as well as Transcontinental Gas Pipe Line Company, LLC (Transco) and Northwest Pipeline LLC (NWP), both of which are wholly owned subsidiaries of Williams. References to subsidiaries by name, including equity-method investees, Transco, and NWP, refer exclusively to those businesses and operations.
The following list indicates the Registrants to which each of the combined notes apply. Specific disclosures within each combined note may apply to all Registrants unless indicated otherwise.
Note | Registrant | Page | ||||||||||||
Note 1 – Description of Business and Basis of Presentation | Williams, Transco, NWP | 22 | ||||||||||||
Note 2 – Variable Interest Entities | Williams | 24 | ||||||||||||
Note 3 – Acquisitions and Divestitures | Williams | 26 | ||||||||||||
Note 4 – Revenue Recognition | Williams, Transco, NWP | 30 | ||||||||||||
Note 5 – Provision (Benefit) for Income Taxes | Williams | 35 | ||||||||||||
Note 6 – Debt and Banking Arrangements | Williams, Transco, NWP | 35 | ||||||||||||
Note 7 – Leases | Williams | 37 | ||||||||||||
Note 8 – Fair Value Measurements and Guarantees | Williams, Transco, NWP | 39 | ||||||||||||
Note 9 – Commodity Derivatives | Williams | 41 | ||||||||||||
Note 10 – Contingencies and Commitments | Williams, Transco, NWP | 43 | ||||||||||||
Note 11 – Segment Disclosures | Williams, Transco, NWP | 47 | ||||||||||||
Note 1 – Description of Business and Basis of Presentation
Description of Business
Williams
Williams is a Delaware corporation whose common stock is listed and traded on the New York Stock Exchange. Its operations are located in the United States and are presented within the following reportable segments: Transmission, Power & Gulf; Northeast G&P; West; and Gas & NGL Marketing Services, consistent with the manner in which Williams’ Chief Executive Officer, the chief operating decision maker (CODM), evaluates performance and allocates resources.
Transmission, Power & Gulf is comprised of interstate natural gas pipelines and their related natural gas storage facilities, including Transco, NWP, MountainWest Pipelines Holding LLC (MountainWest), and a 50 percent equity-method investment in Gulfstream Natural Gas System, L.L.C. (Gulfstream); natural gas gathering and processing (G&P) and crude oil production handling and transportation assets in the Gulf Coast region; and natural gas storage facilities and pipelines providing services in north Texas, Louisiana, and Mississippi. Transmission, Power & Gulf also includes a 51 percent ownership interest in Pantheon Power LLC (Pantheon) (a consolidated variable interest entity, or VIE), which owns the Socrates South power generation facility that was placed in service in the third quarter of 2026 (see Note 7 – Leases) and additional power projects under development.
Northeast G&P is comprised of Williams’ 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 Ohio Valley Midstream LLC (Northeast JV) (a consolidated VIE) which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal Gas Services, L.L.C. (Cardinal) (a consolidated
22
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Notes (Continued)
VIE) which operates in Ohio, a 50 percent equity-method investment in Blue Racer Midstream LLC (Blue Racer), and Appalachia Midstream Investments.
West is comprised of Williams’ gas gathering, processing, and treating operations in the Denver-Julesberg Basin (DJ Basin) and Piceance regions of Colorado, the southwest and Wamsutter regions of Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, and the Haynesville Shale region of east Texas and northwest Louisiana. The Haynesville Shale region also includes gathering, processing, and transportation assets related to the September 2026 Momentum Acquisition (see Note 3 – Acquisitions and Divestitures). In the first quarter of 2026, the Anadarko basin gathering assets in the Mid-Continent region were sold (see Note 3 – Acquisitions and Divestitures). This segment also includes Williams’ NGL storage facilities, an undivided 50 percent interest in a NGL fractionator near Conway, Kansas, and a 50 percent equity-method investment in Overland Pass Pipeline Company LLC (OPPL).
Gas & NGL Marketing Services is comprised of Williams’ NGL and natural gas marketing and trading operations, which include risk management and transactions related to the storage and transportation of natural gas and NGLs on strategically positioned assets, as well as an equity-method investment in Cogentrix Co-Investment Fund, LP (Cogentrix) (a nonconsolidated VIE), representing an approximate 10 percent indirect interest in 10 natural gas power plants.
Transco
Transco is an interstate natural gas transmission company that owns and operates an interstate natural gas pipeline system extending from Texas, Louisiana, Mississippi and the Gulf of America through Alabama, Georgia, South Carolina, North Carolina, Virginia, Maryland, Delaware, Pennsylvania, and New Jersey to the New York City metropolitan area. The system serves customers in Texas and the 12 southeast and Atlantic seaboard states mentioned above, including major metropolitan areas in Georgia, Washington D.C., Maryland, North Carolina, New York, New Jersey, and Pennsylvania. Transco is a single-member limited liability company, and as such, single-member losses are limited to the amount of its investment.
NWP
NWP owns and operates an interstate pipeline system for the mainline transmission of natural gas. This system extends from the San Juan Basin in northwestern New Mexico and southwestern Colorado through Colorado, Utah, Wyoming, Idaho, Oregon, and Washington to a point on the Canadian border near Sumas, Washington. NWP is a single-member limited liability company, and as such, single-member losses are limited to the amount of its investment.
Sale of Partial Interest in Pantheon
In July 2026, Williams sold a 49 percent noncontrolling interest in Pantheon, which owns five power projects, to an investor in exchange for $5.34 billion of committed capital, with the change in ownership accounted for as an equity transaction since Williams retains control of Pantheon. The initial July 2026 contribution increased Noncontrolling interests in consolidated subsidiaries by $3.14 billion, Capital in excess of par value by $458 million, and Deferred income tax liabilities by $144 million. The remaining committed capital is expected to be received through the first quarter of 2027, including $1 billion received in October 2026. These capital contributions are dedicated for funding the construction of the power projects. In addition, Williams has a buyout right during years 7 through 14 for an amount that would provide the investor with a specified return (see Note 2 – Variable Interest Entities).
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Notes (Continued)
Basis of Presentation
The accompanying interim financial statements do not include all the notes in the annual financial statements and, therefore, should be read in conjunction with the financial statements and combined notes thereto for the year ended December 31, 2025, in the Annual Report on Form 10-K. The accompanying unaudited financial statements include all normal recurring adjustments and others that, in the opinion of management, are necessary to present fairly the interim financial statements.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying combined notes. Actual results could differ from those estimates.
Significant Risks and Uncertainties
Management believes that the carrying value of certain of Williams’ property, plant, and equipment and intangible assets, notably certain assets acquired by Williams accounted for as business combinations between 2012 and 2014, may be in excess of current fair value. However, the carrying value of these assets, in management’s judgment, continues to be recoverable. It is reasonably possible that future strategic decisions, including transactions such as monetizing assets or contributing assets to new ventures with third parties, as well as unfavorable changes in expected producer activities, could impact management’s assumptions and ultimately result in impairments of these assets. Such transactions or developments may also indicate that certain Williams’ equity-method investments have experienced other-than-temporary declines in value, which could result in impairment.
Accounting Standards Issued But Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, which requires public entities to disclose additional information in the notes to financial statements for certain types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales or general and administrative expenses). The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years beginning after December 15, 2027, with early adoption permitted. The impact of this standard is currently being evaluated.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations, which establishes guidance for the recognition, measurement, presentation, and disclosure of environmental credits and related obligations. The amendments are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The impact of this standard is currently being evaluated and is expected to primarily relate to NWP's compliance with the Washington State Climate Commitment Act.
Note 2 – Variable Interest Entities
Consolidated VIEs
As of September 30, 2026, Williams consolidated the following VIEs:
Northeast JV
Williams owns a 65 percent interest in the Northeast JV, a subsidiary that is a VIE due to certain voting rights being disproportionate to the obligation to absorb losses and substantially all of the Northeast JV’s activities being performed on Williams’ behalf. Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact the Northeast JV’s economic performance. The Northeast JV provides midstream
24
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Notes (Continued)
services for producers in the Marcellus Shale and Utica Shale regions. Future expansion activity is expected to be funded with capital contributions from Williams and the other equity partner on a proportional basis.
Cardinal
Williams owns a 66 percent interest in Cardinal, a subsidiary that provides gathering services for the Utica Shale region and is a VIE due to certain risks shared with customers. Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact Cardinal’s economic performance. Expansion activity is funded with capital contributions from Williams and the other equity partner on a proportional basis.
Driftwood Pipeline
Williams owns an 80 percent interest in Driftwood Pipeline LLC (Driftwood Pipeline), a subsidiary that is a VIE because completion of the Driftwood Pipeline will require additional subordinated financial support from its equity holders in the form of capital contributions. Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact Driftwood Pipeline’s economic performance. Williams, as the operator of Driftwood Pipeline, is responsible for the construction of Line 200 which will supply gas to Louisiana LNG LLC’s (Louisiana LNG) export facility near Lake Charles, Louisiana. The total remaining cost of the project is expected to be funded with capital contributions from Williams and the other equity partner on a proportional basis.
Pantheon
Williams owns a 51 percent interest in Pantheon, a subsidiary that is a VIE due to certain risks shared with a customer. Additionally, Williams is the primary beneficiary because it has the power to direct the activities that most significantly impact Pantheon’s economic performance (see Note 1 – Description of Business and Basis of Presentation).
Consolidated VIEs Balance Sheet Amounts
The following table presents amounts included in the Consolidated Balance Sheet that are only for the use or obligation of the consolidated VIEs:
| September 30, | December 31, | ||||||||||
| 2026 | 2025 | ||||||||||
| (Millions) | |||||||||||
| Assets (liabilities): | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade accounts and other receivables | |||||||||||
| Inventories | |||||||||||
| Other current assets and deferred charges | |||||||||||
| Property, plant, and equipment – net | |||||||||||
Intangible assets – net | |||||||||||
| Regulatory assets, deferred charges, and other | |||||||||||
| Accounts payable | ( | ( | |||||||||
Other current liabilities | ( | ( | |||||||||
| Regulatory liabilities, deferred income, and other | ( | ( | |||||||||
Nonconsolidated VIEs
Williams owns certain equity-method investments that are VIEs because the entities either lack sufficient equity at risk or their equity holders, as a group, lack the power to direct the activities that most significantly impact the entities’ economic performance. Williams’ maximum exposure to loss is limited to the carrying value of these investments (included within Investments in the Consolidated Balance Sheet), which totaled $630 million at
25
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Notes (Continued)
September 30, 2026. Included in this total are Williams’ investments in Louisiana LNG and Cogentrix (discussed below).
Louisiana LNG
Williams owns a 10 percent interest in Louisiana LNG, which is a VIE because completion of the LNG facilities will require additional subordinated financial support from its equity holders in the form of capital contributions. At September 30, 2026, the carrying value of its investment in Louisiana LNG was $330 million. Williams’ maximum exposure to loss is limited to the carrying value of its investment. The total remaining cost of the project is expected to be funded with capital contributions from Williams and the other equity partners on a proportional basis.
Cogentrix
Note 3 – Acquisitions and Divestitures
Momentum Acquisition
On September 3, 2026, Williams closed on the acquisition of 100 percent of M6 Midstream LLC (Momentum), which owns gathering, processing, and transportation assets in the Haynesville Shale region (Momentum Acquisition). Total consideration for the acquisition was approximately $5.1 billion, including cash and approximately 27 million shares of Williams common stock valued based on the closing market price as of the transaction close date and subject to certain holding restrictions. Williams retained $869 million outstanding principal amount of long-term debt issued by New Generation Gas Gathering LLC (NG3), a partially-owned consolidated subsidiary of Momentum. Purchases of businesses, net of cash acquired in the Williams Consolidated Statement of Cash Flows includes $2.8 billion reflecting the cash purchase price, reduced for the cash acquired as presented in the purchase price allocation. The purpose of this acquisition was to strengthen Williams’ position in the Haynesville Shale region and advance its strategy to connect growing sources of natural gas production with expanding demand along the Gulf Coast. Assets acquired, acquisition-related costs incurred, and results of operations realized are included within Williams’ West segment.
During the period from the acquisition date of September 3, 2026 to September 30, 2026, the operations acquired in the Momentum Acquisition contributed Revenues of $113 million and Modified EBITDA (as defined in Note 11 – Segment Disclosures) of $40 million.
Acquisition-related costs for the Momentum Acquisition totaled $33 million and are included in General and administrative expenses.
Williams accounted for the Momentum Acquisition as a business combination, which requires, among other things, that identifiable assets acquired and liabilities assumed be recognized at their acquisition date fair values.
The following table presents the preliminary allocation of the acquisition date fair value of the major classes of the assets acquired and liabilities assumed at September 3, 2026. The fair value of accounts receivable acquired equals contractual amounts receivable. The allocation is considered preliminary because the valuation work has not
26
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Notes (Continued)
been completed due to the ongoing review of the valuation results and validation of significant inputs and assumptions. Preliminary fair value measurements were made for certain acquired assets and liabilities, primarily property, plant, and equipment, which utilized the cost approach; intangible assets and noncontrolling interests, which utilized the income approach; and retained long-term debt, which utilized the market approach. However, adjustments to those measurements may be made in subsequent periods, up to one year from the acquisition date, as new information related to facts and circumstances as of the acquisition date may be identified.
| (Millions) | |||||
| Cash and cash equivalents | $ | ||||
| Trade accounts and other receivables | |||||
| Other current assets | |||||
| Property, plant, and equipment – net | |||||
| Intangible assets – net | |||||
| Other noncurrent assets | |||||
| Total identifiable assets acquired | |||||
| Current liabilities | ( | ||||
| Long-term debt | ( | ||||
| Other noncurrent liabilities | ( | ||||
| Total liabilities assumed | ( | ||||
| Net identifiable assets acquired | $ | ||||
| Noncontrolling interests | ( | ||||
| Net assets acquired | $ | ||||
Other intangible assets recognized in the Momentum Acquisition are related to contractual customer relationships from agreements with customers under which Williams performs gas gathering and related services. The basis for determining the value of these intangible assets is estimated future net cash flows to be derived from acquired contractual customer relationships discounted using a risk-adjusted discount rate. These intangible assets are being amortized on a straight-line basis over a period of 20 years which represents the term over which the contractual customer relationships are expected to contribute to Williams’ cash flows. The majority of the expected future revenues from these contractual customer relationships are impacted by Williams’ ability and intent to renew or renegotiate existing customer contracts. Williams expenses costs incurred to renew or extend the terms of its gas gathering contracts with customers. Based on the estimated future revenues during the current contract periods (as estimated at the time of the acquisition), the weighted-average period prior to the next renewal or extension of the existing contractual customer relationships is approximately 9 years.
Supplemental Pro Forma
The following pro forma Revenues and Net income (loss) attributable to The Williams Companies, Inc. for the three and nine months ended September 30, 2026 and 2025, respectively, are presented as if the Momentum Acquisition had been completed on January 1, 2025. These pro forma amounts are not necessarily indicative of what the actual results would have been if the acquisition had in fact occurred on the dates or for the periods indicated, nor do they purport to project Revenues or Net income (loss) attributable to The Williams Companies, Inc. for any future periods or as of any date. These amounts do not give effect to any potential cost savings, operating synergies, or revenue enhancements to result from the transaction or the potential costs to achieve these cost savings, operating synergies, and revenue enhancements.
27
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Notes (Continued)
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| As Reported | Pro Forma Momentum (1) | Pro Forma Combined | |||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | ||||||||||||||||||||||||||
| Net income (loss) attributable to The Williams Companies, Inc. | |||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| As Reported | Pro Forma Momentum | Pro Forma Combined | |||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | ||||||||||||||||||||||||||
| Net income (loss) attributable to The Williams Companies, Inc. | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| As Reported | Pro Forma Momentum (1) | Pro Forma Combined | |||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | ||||||||||||||||||||||||||
| Net income (loss) attributable to The Williams Companies, Inc. | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| As Reported | Pro Forma Momentum | Pro Forma Combined | |||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | ||||||||||||||||||||||||||
| Net income (loss) attributable to The Williams Companies, Inc. | |||||||||||||||||||||||||||||
(1)Excludes results from operations acquired in the acquisition for the period beginning on the acquisition date, as these results are included in the amounts as reported.
Sale of Permian Interests
Consolidated Permian Gathering Assets
In August 2026, Williams completed the sale of certain gas gathering assets in the Permian basin within its West segment for total consideration of $139 million, resulting in the recognition of an $83 million gain in the third quarter of 2026. The gain is reflected in Gain on sale of certain assets, and the proceeds are reflected in Proceeds from sale of business. The results of operations for this disposal group, excluding the gain noted, were not significant for the reporting periods.
Brazos Permian II Equity-Method Investment
In June 2026, Williams completed the sale of an equity-method investment in Brazos Permian II, LLC within its West segment for total consideration of $143 million, resulting in the recognition of a $127 million gain reflected in Other investing income (loss) – net. The consideration received consisted primarily of publicly traded limited partner units of the acquirer measured at fair value on the transaction date, as well as cash reflected in Proceeds from disposition of equity-method investments. The limited partner units are classified as Level 1 within the fair value hierarchy and are remeasured at fair value each reporting period, with changes in fair value recognized in earnings (see Note 8 – Fair Value Measurements and Guarantees). Williams is required to hold the limited partner units for a minimum of six months following closing.
28
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Notes (Continued)
Sale of Mid-Continent Gathering Assets
In February 2026, Williams closed on the sale of certain gas gathering assets in the Mid-Continent region within its West segment for total consideration of $48 million. This disposal group was classified as held for sale, with the associated assets and liabilities included in Assets held for sale and Liabilities held for sale, respectively, at December 31, 2025, and an impairment was recognized (see Note 8 – Fair Value Measurements and Guarantees). The proceeds are reflected in Proceeds from sale of business. The results of operations for this disposal group were not significant for the reporting periods.
Sale of South Mansfield Upstream Interests
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 upstream operations, for consideration of $398 million with additional contingent consideration to possibly be received through 2029. Williams classified this disposal group as held for sale, with the associated assets and liabilities included in Assets held for sale and Liabilities held for sale, respectively, at December 31, 2025. The transaction closed on January 30, 2026, and as a result of the sale Williams recognized a gain of $182 million in the first quarter of 2026 and an additional gain of $12 million in the second quarter of 2026. The gain is reflected in Gain on sale of certain assets, and the proceeds are reflected in Dispositions – net. The results of operations for this disposal group, excluding the gains noted, were not significant for the reporting periods.
29
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Notes (Continued)
Note 4 – Revenue Recognition
Revenue by Category
The following tables present Williams’ revenue disaggregated by major service line:
| Transmission, Power & Gulf | Northeast G&P | West | Gas & NGL Marketing Services | Other | Eliminations | Total | |||||||||||||||||||||||||||||||||||
(Millions) | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers: | |||||||||||||||||||||||||||||||||||||||||
| Service revenues: | |||||||||||||||||||||||||||||||||||||||||
| Regulated interstate natural gas transportation and storage | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Gathering, processing, transportation, fractionation, and storage: | |||||||||||||||||||||||||||||||||||||||||
| Monetary consideration | ( | ||||||||||||||||||||||||||||||||||||||||
| Commodity consideration | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||
| Total service revenues | ( | ||||||||||||||||||||||||||||||||||||||||
| Product sales | ( | ||||||||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||||||||||||||||||||
| Other revenues (1) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other adjustments (2) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers: | |||||||||||||||||||||||||||||||||||||||||
| Service revenues: | |||||||||||||||||||||||||||||||||||||||||
| Regulated interstate natural gas transportation and storage | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Gathering, processing, transportation, fractionation, and storage: | |||||||||||||||||||||||||||||||||||||||||
| Monetary consideration | ( | ||||||||||||||||||||||||||||||||||||||||
| Commodity consideration | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||
| Total service revenues | ( | ||||||||||||||||||||||||||||||||||||||||
| Product sales | ( | ||||||||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||||||||||||||||||||
| Other revenues (1) | |||||||||||||||||||||||||||||||||||||||||
| Other adjustments (2) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
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Notes (Continued)
| Transmission, Power & Gulf | Northeast G&P | West | Gas & NGL Marketing Services | Other | Eliminations | Total | |||||||||||||||||||||||||||||||||||
(Millions) | |||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers: | |||||||||||||||||||||||||||||||||||||||||
| Service revenues: | |||||||||||||||||||||||||||||||||||||||||
| Regulated interstate natural gas transportation and storage | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Gathering, processing, transportation, fractionation, and storage: | |||||||||||||||||||||||||||||||||||||||||
| Monetary consideration | ( | ||||||||||||||||||||||||||||||||||||||||
| Commodity consideration | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||
| Total service revenues | ( | ||||||||||||||||||||||||||||||||||||||||
| Product sales | ( | ||||||||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||||||||||||||||||||
| Other revenues (1) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Other adjustments (2) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Revenues from contracts with customers: | |||||||||||||||||||||||||||||||||||||||||
| Service revenues: | |||||||||||||||||||||||||||||||||||||||||
| Regulated interstate natural gas transportation and storage | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Gathering, processing, transportation, fractionation, and storage: | |||||||||||||||||||||||||||||||||||||||||
| Monetary consideration | ( | ||||||||||||||||||||||||||||||||||||||||
| Commodity consideration | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||||||||||||||
| Total service revenues | ( | ||||||||||||||||||||||||||||||||||||||||
| Product sales | ( | ||||||||||||||||||||||||||||||||||||||||
| Total revenues from contracts with customers | ( | ||||||||||||||||||||||||||||||||||||||||
| Other revenues (1) | ( | ||||||||||||||||||||||||||||||||||||||||
| Other adjustments (2) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||
______________
(1)Revenues not derived from contracts with customers primarily consist of physical product sales related to commodity derivative contracts, realized and unrealized gains and losses associated with Williams’ commodity derivative contracts, which are reported in Net gain (loss) from commodity derivatives in the Consolidated Statement of Comprehensive Income, management fees received for certain services provided to operated equity-method investments, and lease revenues from Williams’ Socrates power generation facility (see Note 7 – Leases) and certain corporate office properties.
(2)Other adjustments reflect certain costs of Gas & NGL Marketing Services’ risk management activities. As Williams is acting as agent for natural gas marketing customers or engages in energy trading activities, the resulting revenues are presented net of the related costs of those activities in the Consolidated Statement of Comprehensive Income.
For Transco and NWP, revenue disaggregation by major service line includes Natural gas transportation service revenues, Natural gas storage service revenues, Natural gas product sales, and Other service revenues, which are separately presented in their Statements of Net Income.
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Notes (Continued)
Contract Assets
The following tables present a reconciliation of contract assets:
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| Williams | Transco | NWP | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Revenue recognized in excess of amounts invoiced | |||||||||||||||||||||||||||||||||||
| Minimum volume commitments invoiced | ( | ( | |||||||||||||||||||||||||||||||||
| Amortization of contract assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| Williams | Transco | NWP | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Revenue recognized in excess of amounts invoiced | |||||||||||||||||||||||||||||||||||
| Minimum volume commitments invoiced | ( | ( | |||||||||||||||||||||||||||||||||
| Amortization of contract assets | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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Notes (Continued)
Contract Liabilities
The following tables present a reconciliation of contract liabilities:
| Three Months Ended September 30, | |||||||||||||||||||||||
| Williams | Transco | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Payments received and deferred | |||||||||||||||||||||||
| Liabilities acquired and other additions | |||||||||||||||||||||||
| Significant financing component | |||||||||||||||||||||||
| Recognized in revenue | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||
| Williams | Transco | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Balance at beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Payments received and deferred | |||||||||||||||||||||||
| Liabilities acquired and other additions | |||||||||||||||||||||||
Significant financing component | |||||||||||||||||||||||
| Recognized in revenue | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
The following table presents the amount of the contract liabilities balance expected to be recognized as revenue when performance obligations are satisfied as of September 30, 2026:
| Contract Liabilities | |||||||||||
| Williams | Transco | ||||||||||
| (Millions) | |||||||||||
2026 ( | $ | $ | |||||||||
2027 ( | |||||||||||
2028 ( | |||||||||||
2029 ( | |||||||||||
2030 ( | |||||||||||
Thereafter | |||||||||||
| Total | $ | $ | |||||||||
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Notes (Continued)
Remaining Performance Obligations
Remaining performance obligations primarily include reservation charges on contracted capacity for Williams’ gas pipeline firm transportation contracts with customers, storage capacity contracts, long-term contracts containing MVC associated with midstream businesses, and fixed payments associated with offshore gathering and transportation. For Williams’ interstate natural gas pipeline businesses, including Transco and NWP, remaining performance obligations generally reflect the expected rates for such services for the life of the related contracts; however, these rates may change based on future tariffs approved by the FERC.
Remaining performance obligations exclude variable consideration, including contracts with variable consideration for which it has elected the practical expedient for consideration recognized in revenue as billed. Certain of its contracts contain evergreen and other renewal provisions for periods beyond the initial term of the contract. The remaining performance obligation amounts as of September 30, 2026, do not consider potential future performance obligations for which the renewal has not been exercised and exclude contracts with customers for which the underlying facilities have not received FERC authorization to be placed into service. Consideration received prior to September 30, 2026, that will be recognized in future periods is also excluded from its remaining performance obligations and is instead reflected in contract liabilities.
The following table presents the transaction price allocated to the remaining performance obligations under certain contracts as of September 30, 2026:
| Remaining Performance Obligations | |||||||||||||||||
| Williams | Transco | NWP | |||||||||||||||
| (Millions) | |||||||||||||||||
2026 ( | $ | $ | $ | ||||||||||||||
2027 ( | |||||||||||||||||
2028 ( | |||||||||||||||||
2029 ( | |||||||||||||||||
2030 ( | |||||||||||||||||
Thereafter | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Accounts Receivable
The following is a summary of Williams’ Trade accounts and other receivables:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (Millions) | |||||||||||
| Accounts receivable related to revenues from contracts with customers | $ | $ | |||||||||
| Receivables from derivatives | |||||||||||
| Other accounts receivable | |||||||||||
| Trade accounts and other receivables | $ | $ | |||||||||
Transco and NWP receivables from contracts with customers are included within Receivables - Trade and Receivables - Affiliates. Receivables that are not related to contracts with customers are included within Receivables - Advances to affiliate and Receivables - Other.
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Notes (Continued)
Williams’ Provision (benefit) for income taxes includes:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Current: | |||||||||||||||||||||||||||||
| Federal | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| State | ( | ||||||||||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||||||||
| Deferred: | |||||||||||||||||||||||||||||
| Federal | |||||||||||||||||||||||||||||
| State | |||||||||||||||||||||||||||||
| Provision (benefit) for income taxes | $ | $ | $ | $ | |||||||||||||||||||||||||
Note 6 – Debt and Banking Arrangements
Senior Unsecured Debt Activity
Issuances
Issuances in 2026 are as follows:
Issue Date | Maturity Date | Amount | Rate | |||||||||||||||||
(Millions) | ||||||||||||||||||||
Williams’ Public Issuances: | ||||||||||||||||||||
| September 10, 2026 | October 15, 2029 | $ | ||||||||||||||||||
| September 10, 2026 | September 15, 2033 | |||||||||||||||||||
| September 10, 2026 | September 15, 2036 | |||||||||||||||||||
| September 10, 2026 | September 15, 2056 | |||||||||||||||||||
January 8, 2026 (1) | March 15, 2033 | |||||||||||||||||||
January 8, 2026 | March 15, 2036 | |||||||||||||||||||
January 8, 2026 | March 15, 2056 | |||||||||||||||||||
________________
(1) Additional issuance of the 5.65 percent senior notes due 2033 issued on March 2, 2023, and trade interchangeably with such notes.
In connection with the Momentum Acquisition, Williams retained $869 million outstanding principal amount of secured variable rate debt due in 2029 (see Note 3 – Acquisitions and Divestitures).
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Notes (Continued)
Retirements
Retirements in 2026 are as follows:
Date of Retirement | Maturity Date | Amount | Rate | |||||||||||||||||
(Millions) | ||||||||||||||||||||
| Williams: | ||||||||||||||||||||
| March 2, 2026 | March 2, 2026 | $ | ||||||||||||||||||
Transco Debt Registration Rights
On November 20, 2025, Transco issued $1 billion of 5.1 percent senior unsecured notes due 2036 and $700 million of 5.75 percent senior unsecured notes due 2056. As part of the private debt placement, Transco entered into a registration rights agreement with the initial purchasers of the unsecured notes. Transco filed the registration statement in February 2026 and completed the exchange offer in April 2026.
Credit Facilities
On May 19, 2026, Williams, along with Transco and NWP, entered into a second amended and restated 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, not to exceed $4.25 billion in total. The Williams Credit Agreement was effective on May 19, 2026 and matures on May 19, 2031, and permits an additional one‑year maturity extension up to two times, subject to specified conditions. 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
On May 19, 2026, Williams, along with Transco and NWP, also entered into a 364-day credit agreement (364-Day Credit Agreement, and together with the Williams Credit Agreement, the Credit Agreements) with the lenders named therein and the administrative agent that provides for aggregate commitments of up to $1 billion with the ability to increase such commitments by up to an additional $150 million under certain circumstances. However, at no time may the aggregate commitments under the 364-Day Credit Agreement exceed $1.15 billion. The facility matures 364 days after the effective date of the 364-Day Credit Agreement (364-Day Maturity Date). The Borrowers may request, prior to the 364-Day Maturity Date, that the revolving loans under the 364-Day Credit Agreement be converted on the 364-Day Maturity Date into term loans that mature one year after the 364-Day Maturity Date, subject to certain conditions. Transco and NWP are each subject to a $100
The Credit Agreements contain 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 Agreements, 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 applicable 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 based on either a fluctuating or periodic fixed base rate, plus an applicable margin. Williams is required to pay a commitment fee based on the unused portion of the applicable Credit Agreements. 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.
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Notes (Continued)
Significant financial covenants under the Credit Agreements require Williams’ ratio of debt to EBITDA (earnings before interest, taxes, depreciation, and amortization), each as defined, 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, must be no greater than 65
| September 30, 2026 | |||||||||||
| Stated Capacity | Outstanding | ||||||||||
| (Millions) | |||||||||||
| Williams Credit Agreement (1)(2) | $ | $ | |||||||||
| 364-Day Credit Agreement (2) | |||||||||||
| Letters of credit under certain bilateral bank agreements | |||||||||||
________________
(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.
(2) Williams expects to be in compliance with the associated covenants for the September 30, 2026, reporting period.
Commercial Paper Program
At September 30, 2026, no commercial paper was outstanding under Williams’ $3.5 billion commercial paper program.
Note 7 – Leases
Lessor
Williams is a lessor through certain power purchase agreements, whereby Williams provides power generation and pipeline capacity to a counterparty on a firm basis.
In the third quarter of 2026, the Socrates South power generation facility was placed in service. The related power purchase agreement has an initial noncancellable term of 10 years with an option for the customer to extend the term by an additional five years .
Williams determined that the agreement contains an operating lease. Judgment is used in determining whether the power purchase agreements contain leases and whether they are classified as operating, sales-type, or direct financing leases. Operating lease income is recognized within Service revenues in the Consolidated Statement of Income.
Williams has elected the lessor practical expedient to not separate lease and qualifying nonlease components associated with the power purchase agreements. The qualifying nonlease components primarily consist of certain operating and maintenance services. Williams determined that the lease component is predominant and accounts for the combined components as an operating lease with the related income recognized on a straight-line basis over the lease term. Variable lease income primarily consists of usage-based charges for power generated and fuel used during the period and is recognized in the period earned.
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Notes (Continued)
Lease income related to power projects was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Lease income — fixed | $ | $ | $ | $ | |||||||||||||||||||||||||
| Lease income — variable | |||||||||||||||||||||||||||||
| Total operating lease income | $ | $ | $ | $ | |||||||||||||||||||||||||
At September 30, 2026, the gross carrying amount of power generation facilities and associated gas pipeline infrastructure subject to operating leases was $1 billion.
At September 30, 2026, future lease payments to be received under operating lease terms related to in-service power projects were as follows:
| (Millions) | |||||
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
| Total | $ | ||||
38
Table of Contents
Notes (Continued)
Note 8 – Fair Value Measurements and Guarantees
The following table presents, by level within the fair value hierarchy, certain of Williams’, Transco’s, and NWP’s significant financial assets and liabilities. The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and commercial paper approximate fair value because of the short-term nature of these instruments. Therefore, these assets and liabilities are not presented in the following table.
| Fair Value Measurements Using | |||||||||||||||||||||||||||||
| Carrying Amount | Fair Value | Quoted Prices In Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | |||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
Assets (liabilities) at September 30, 2026: | |||||||||||||||||||||||||||||
| Measured on a recurring basis: | |||||||||||||||||||||||||||||
ARO Trust - Transco | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Commodity derivative assets (1) | |||||||||||||||||||||||||||||
Commodity derivative liabilities (1) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Equity securities | |||||||||||||||||||||||||||||
| Additional disclosures: | |||||||||||||||||||||||||||||
| Guarantees | ( | ( | ( | ( | |||||||||||||||||||||||||
Debt by issuer, including current portion: | |||||||||||||||||||||||||||||
Williams | ( | ( | ( | ||||||||||||||||||||||||||
| Transco | ( | ( | ( | ||||||||||||||||||||||||||
| NWP | ( | ( | ( | ||||||||||||||||||||||||||
| MountainWest | ( | ( | ( | ||||||||||||||||||||||||||
| NG3 (see Note 3) | ( | ( | ( | ||||||||||||||||||||||||||
Total debt | ( | ( | ( | ||||||||||||||||||||||||||
Assets (liabilities) at December 31, 2025: | |||||||||||||||||||||||||||||
| Measured on a recurring basis: | |||||||||||||||||||||||||||||
ARO Trust - Transco | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Commodity derivative assets (1) | |||||||||||||||||||||||||||||
Commodity derivative liabilities (1) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Additional disclosures: | |||||||||||||||||||||||||||||
| Guarantees | ( | ( | ( | ( | |||||||||||||||||||||||||
Debt by issuer, including current portion: | |||||||||||||||||||||||||||||
Williams | ( | ( | ( | ||||||||||||||||||||||||||
| Transco | ( | ( | ( | ||||||||||||||||||||||||||
| NWP | ( | ( | ( | ||||||||||||||||||||||||||
| MountainWest | ( | ( | ( | ||||||||||||||||||||||||||
Total debt | ( | ( | ( | ||||||||||||||||||||||||||
(1)The carrying amount is presented net of counterparty offsetting arrangements and collateral (see Note 9 – Commodity Derivatives) .
39
Table of Contents
Notes (Continued)
Fair Value Methods
The following methods and assumptions are used in estimating the fair value of financial instruments:
Assets and Liabilities Measured at Fair Value on a Recurring Basis
ARO Trust
Transco is entitled to collect rates in the amounts necessary to fund its future asset retirement obligations (AROs) and deposits a portion of the collected rates into an external trust (ARO Trust). The ARO Trust invests in a moderate risk portfolio of actively traded mutual funds that are measured at fair value on a recurring basis based on quoted prices in an active market and is reported in Regulatory assets, deferred charges, and other in Williams’ Consolidated Balance Sheet and in Deferred charges and other in the Transco Balance Sheet. The Money market fund held in the ARO Trust is considered an investment. Both realized and unrealized gains and losses are ultimately recorded to the ARO regulatory asset. The current annual funding obligation is approximately $51 million.
Investments within the ARO Trust were as follows:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
Amortized Cost Basis | Fair Value | Amortized Cost Basis | Fair Value | |||||||||||||||||||||||
(Millions) | ||||||||||||||||||||||||||
Money market fund | $ | $ | $ | $ | ||||||||||||||||||||||
U.S. equity funds | ||||||||||||||||||||||||||
International equity fund | ||||||||||||||||||||||||||
Municipal bond fund | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Commodity derivatives
Williams’ commodity derivatives include exchange-traded contracts and over-the-counter (OTC) contracts, which consist of physical forwards, futures, and swaps that are measured at fair value on a recurring basis. Williams also has other derivatives related to asset management agreements and other contracts that require physical delivery. Derivatives classified as Level 1 are valued using New York Mercantile Exchange (NYMEX) futures prices. Derivatives classified as Level 2 are valued using basis transactions that represent the cost to transport natural gas from a NYMEX delivery point to the contract delivery point. These transactions are based on quotes obtained either through electronic trading platforms or directly from brokers. Derivatives classified as Level 3 are valued using a combination of observable and unobservable inputs. See Note 9 – Commodity Derivatives for additional information.
Equity securities
Williams has certain investments in equity securities consisting of publicly traded limited partner units that are actively traded on the New York Stock Exchange (see Note 3 – Acquisitions and Divestitures). These equity securities are classified as Level 1 within the fair value hierarchy and are measured at fair value on a recurring basis using quoted market prices. Changes in fair value are recognized in Other investing income (loss) – net and the fair value is reported in Other current assets and deferred charges.
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Notes (Continued)
Additional Fair Value Disclosures
Guarantees
Guarantees primarily consist of a guarantee Williams has provided in the event of nonpayment by a previously owned communications subsidiary, Williams Communications Group, Inc., (WilTel), on a lease performance obligation that extends through 2042. Guarantees also include an indemnification related to a disposed operation.
To estimate the fair value of the WilTel guarantee, an estimated default rate is applied to the sum of the future contractual lease payments using an income approach. The estimated default rate is determined by obtaining the average cumulative issuer-weighted default rate based on the credit rating of WilTel’s current owner and the term of the underlying obligation. The default rate is published by Moody’s Investors Service. The carrying value of the WilTel guarantee is reported in Other current liabilities. The maximum potential undiscounted liquidity exposure is approximately $20 million at September 30, 2026. The exposure declines systematically through the remaining term of WilTel’s obligation.
The fair value of the guarantee associated with the indemnification related to a disposed operation was estimated using an income approach that considered probability-weighted scenarios of potential levels of future performance. The terms of the indemnification do not limit the maximum potential future payments associated with the guarantee. The carrying value of this guarantee is reported in Regulatory liabilities, deferred income, and other.
Williams is required by its revolving credit agreement to indemnify lenders for certain taxes required to be withheld from payments due to the lenders and for certain tax payments made by the lenders. The maximum potential amount of future payments under these indemnifications is based on the related borrowings and such future payments cannot currently be determined. These indemnifications generally continue indefinitely unless limited by the underlying tax regulations and have no carrying value. Williams has never been called upon to perform under these indemnifications and there is no current expectation of a future claim.
Long-term debt, including current portion
The disclosed fair value of long-term debt is determined primarily by a market approach using broker quoted indicative period-end bond prices. The quoted prices are based on observable transactions in less active markets for the debt or similar instruments. Transco includes financing obligations associated with certain completed projects, which were measured at fair value using an income approach.
Nonrecurring Fair Value Measurements
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. Accordingly, the disposal group, inclusive of Intangible assets – net, was measured at fair value using the expected sales price under a third-party contract, resulting in a fourth quarter 2025 impairment charge of $176 million within the West segment. Using these inputs, the fair value of the disposal group was measured at $48 million and classified within Level 2 of the fair value hierarchy. The estimated fair value of the Property, plant, and equipment – net and Intangible assets – net were determined using a market approach incorporating indications of interest from third parties. This disposal group was sold in the first quarter of 2026 (see Note 3 – Acquisitions and Divestitures).
Note 9 – Commodity Derivatives
Williams is exposed to commodity price risk and utilizes derivatives to manage a portion of that risk. Williams reports the fair value of commodity derivatives in Derivative assets; Regulatory assets, deferred charges, and other; Derivative liabilities; or Regulatory liabilities, deferred income, and other. The asset and liability derivative positions are netted by counterparty as permitted under the terms of the master netting arrangements and are also presented net of cash held on deposit in margin accounts that Williams has received or remitted to collateralize certain derivative positions. See Note 8 – Fair Value Measurements and Guarantees for additional fair value
41
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Notes (Continued)
information. In Williams’ Consolidated Statement of Cash Flows, any cash impacts of settled commodity derivatives are recorded as operating activities.
Williams experiences significant earnings volatility from the fair value accounting required for the derivatives used to hedge a portion of the economic value of the underlying transportation and storage capacity portfolios as well as upstream-related production. However, the unrealized fair value measurement gains and losses on the derivatives are generally offset by valuation changes in the economic value of the underlying production or transportation and storage capacity contracts, which are not recognized until the underlying transaction occurs.
Volumes
At September 30, 2026, the notional volume of the net long (short) positions for Williams’ commodity derivative contracts were as follows:
| Commodity | Unit of Measure | Net Long (Short) Position | ||||||||||||||||||
| Index Risk | Natural Gas | MMBtu | ||||||||||||||||||
| Central Hub Risk - Henry Hub | Natural Gas | MMBtu | ( | |||||||||||||||||
| Basis Risk | Natural Gas | MMBtu | ||||||||||||||||||
| Central Hub Risk - Mont Belvieu | Natural Gas Liquids | Barrels | ( | |||||||||||||||||
| Basis Risk | Natural Gas Liquids | Barrels | ( | |||||||||||||||||
| Central Hub Risk - WTI | Crude Oil | Barrels | ( | |||||||||||||||||
Financial Statement Presentation
The fair value of commodity derivatives, which are not designated as hedging instruments for accounting purposes, is reflected as follows:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
Commodity Derivatives Categories | Assets | (Liabilities) | Assets | (Liabilities) | ||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||
| Current | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Noncurrent | ( | ( | ||||||||||||||||||||||||
Total commodity derivatives | ( | ( | ||||||||||||||||||||||||
| Counterparty and collateral netting offset | ( | ( | ||||||||||||||||||||||||
| Amounts recognized in Williams’ Consolidated Balance Sheet | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
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Notes (Continued)
The pre-tax impacts of Williams’ commodity derivatives, which are not designated as hedging instruments for accounting purposes, are reflected as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||||||||
Net gain (loss) from commodity derivatives within Total revenues: | ||||||||||||||||||||||||||||||||
Realized | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||||||||
Unrealized | ( | |||||||||||||||||||||||||||||||
| $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Net gain (loss) from commodity derivatives within Net processing commodity expenses: | ||||||||||||||||||||||||||||||||
Realized | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||
Unrealized | ||||||||||||||||||||||||||||||||
| $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Total net gain (loss) from commodity derivatives | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Contingent Features
Generally, collateral may be provided in the form of a parent guaranty, letter of credit, or cash. If collateral is required, fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral are offset against fair value amounts recognized for derivatives executed with the same counterparty.
Williams has specific trade and credit contracts that contain minimum credit rating requirements. These credit rating requirements typically give counterparties the right to suspend or terminate credit if Williams’ credit ratings are downgraded to non-investment grade status. Under such circumstances, Williams would need to post collateral to continue transacting business with these counterparties. At September 30, 2026, the contractually required collateral in the event of a credit rating downgrade to non-investment grade status was $69 million.
Williams maintains accounts with brokers or the clearing houses of certain exchanges to facilitate financial derivative transactions. Based on the value of the positions in these accounts and the associated margin requirements, Williams may be required to deposit cash into these accounts. At September 30, 2026 and December 31, 2025, net cash collateral held on deposit in broker margin accounts was $220 million and $189 million, respectively.
Note 10 – Contingencies and Commitments
Royalty Matters
Certain customers, including Expand Energy Corporation (formerly Chesapeake Energy Corporation or Chesapeake), have been named in various lawsuits alleging underpayment of royalties and claiming, among other things, violations of anti-trust laws and the Racketeer Influenced and Corrupt Organizations Act. Williams has also been named as a defendant in certain of these cases filed in Pennsylvania based on allegations that Williams improperly participated with Chesapeake in causing the alleged royalty underpayments. Williams believes that the claims asserted are subject to indemnity obligations owed to Williams by Chesapeake, which obligations survived Chesapeake’s bankruptcy proceedings. Prior to its bankruptcy, Chesapeake reached a settlement to resolve substantially all Pennsylvania royalty cases pending. During the pendency of the bankruptcy, that settlement was renegotiated. The settlement applied to both Chesapeake and Williams and did not require any contribution from Williams. On August 23, 2021, after referral to the United States District Court for the Southern District of Texas by the bankruptcy court, the court approved the settlement. Two objectors filed an appeal with the United States Court
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of Appeals for the Fifth Circuit. On June 8, 2023, the Court of Appeals vacated the settlement approval and remanded to the United States District Court for the Southern District of Texas with instructions to dismiss the settlement proceedings for lack of jurisdiction. On August 31, 2023, the bankruptcy court entered an order finding the settlement agreements to be null and void. Certain plaintiffs filed a notice of dismissal of their claims against Chesapeake that arose prior to February 8, 2021, in the United States District Court for the Middle District of Pennsylvania lawsuits. The notice stated that plaintiffs are not releasing their claims against the other defendants, including Williams, or claims against Chesapeake that arose after February 9, 2021. Chesapeake has been dismissed from the lawsuits. In September 2026, Williams settled one of the Pennsylvania cases and does not consider the remaining matter to be significant. Williams continues to believe the remaining claim against Williams is subject to indemnity obligations owed to Williams by Chesapeake.
Rate Matters
On August 30, 2024, Transco filed a general rate case with the FERC for an overall increase in rates and to comply with the terms of the settlement of its prior rate case. On September 30, 2024, the FERC issued an order accepting and suspending Transco’s general rate filing to be effective March 1, 2025, subject to refund and the outcome of hearing procedures established by the FERC. The order also accepted rate decreases for certain services to be effective as of October 1, 2024. During the third quarter of 2025, Transco reached an agreement in principle with its customers and the other participants to settle all aspects of the rate case and accrued a related liability for rate refunds. Transco filed with the FERC in October 2025 for approval of the settlement. On December 30, 2025, the FERC approved the settlement which became effective March 1, 2026. A total net amount of $221 million was refunded in April 2026.
Construction Litigation
In February 2025, Transco received an adverse judgment related to litigation in the United States Bankruptcy Court for the District of Delaware involving a contractor that performed construction services for Transco’s Atlantic Sunrise project, which was completed in 2018. The total judgment award included amounts for unpaid invoices, interest, and attorney fees. During the fourth quarter of 2025, Transco reached an agreement in principle with the contractor to settle all aspects of the case. Transco accrued a related liability, capitalizing the amount of the settlement in principle. On March 27, 2026, the court approved the settlement and on April 14, 2026, the settlement was paid. Transco recovered $22 million of the settlement amount paid from the co-owner of the project in May 2026.
Environmental Matters
The U.S. Environmental Protection Agency (EPA), other federal agencies, and various state regulatory agencies routinely propose and promulgate new rules, issue updated guidance to rules, or revise existing rules. These rulemakings include, but are not limited to, reviews and updates to the National Ambient Air Quality Standards, and promulgation of rules for new and existing source performance standards for certain equipment emitting volatile organic compounds and methane as well as limitations on emissions of greenhouse gas compounds. Regulatory changes are continuously monitored including how they may impact operations. Implementation of new or revised regulations may result in impacts to operations and increase the cost of additions to Property, plant, and equipment – net for both new and existing facilities in affected areas; however, due to regulatory uncertainty on final rule content or guidance and applicability timeframes, the cost of these regulatory impacts is not known at this time.
Williams
Williams is a participant in certain environmental activities in various stages including assessment studies, cleanup operations, and/or remedial processes at certain sites, some of which Williams currently does not own. Williams is monitoring these sites in a coordinated effort with other potentially responsible parties, the EPA, or other governmental authorities. Williams is jointly and severally liable along with unrelated third parties in some of these activities and solely responsible in others. Certain of Williams’ subsidiaries have been identified as potentially
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responsible parties at various Superfund and state waste disposal sites. In addition, these subsidiaries have incurred, or are alleged to have incurred, various other hazardous materials removal or remediation obligations under environmental laws. At September 30, 2026, Williams has accrued liabilities totaling $38 million for these matters, as discussed below. Estimates of the most likely costs of cleanup are generally based on completed assessment studies, preliminary results of studies, or Williams’ experience with other similar cleanup operations. At September 30, 2026, certain assessment studies were still in process for which the ultimate outcome may yield different estimates of most likely costs. Therefore, the actual costs incurred will depend on the final amount, type, and extent of contamination discovered at these sites, the final cleanup standards mandated by the EPA or other governmental authorities, and other factors.
Continuing operations
Williams’ interstate gas pipelines are involved in remediation and monitoring activities related to certain facilities and locations for polychlorinated biphenyls (PCBs), mercury, and other hazardous substances. These activities have involved the EPA and various state environmental authorities, resulting in Williams’ identification as a potentially responsible party (PRP) at various Superfund waste sites. At September 30, 2026, Williams has accrued liabilities of $11 million (see Transco and NWP below) for these costs and expects to recover approximately $3 million through rates.
Williams also accrues environmental remediation costs for natural gas underground storage facilities, primarily related to soil and groundwater contamination. At September 30, 2026, Williams has accrued liabilities totaling $8 million for these costs.
Former operations
Williams has potential obligations in connection with assets and businesses it no longer operates. These potential obligations include remediation activities at the direction of federal and state environmental authorities and the indemnification of the purchasers of certain of these assets and businesses for environmental and other liabilities existing at the time the sale was consummated. At September 30, 2026, Williams has accrued environmental liabilities of $19 million related to these matters.
Transco
Transco has had studies underway for many years to test some of its facilities for the presence of toxic and hazardous substances such as PCBs and mercury to determine to what extent, if any, remediation may be necessary. Transco has also similarly evaluated past on-site disposal of hydrocarbons at a number of its facilities. Transco has worked closely with and responded to data requests from the EPA and state agencies regarding such potential contamination of certain of its sites. Transco is conducting environmental assessments and implementing a variety of remedial measures that may result in increases or decreases in the total estimated costs. Transco also has a program for monitoring certain environmental activities at its Eminence storage facility. At September 30, 2026, Transco has accrued liabilities of approximately $10 million for the expected ongoing remediation and monitoring costs.
Transco has been identified as a PRP at various Superfund and state waste disposal sites. Based on present volumetric estimates and other factors, its estimated aggregate exposure for remediation of these sites is less than $1 million. The estimated remediation costs for all of these sites are included in the environmental liabilities discussed above. Liability under the Comprehensive Environmental Response, Compensation and Liability Act and applicable state law can be joint and several with other PRPs. Although volumetric allocation is a factor in assessing liability, it is not necessarily determinative; thus, the ultimate liability could be substantially greater than the amounts described above.
Transco considers prudently incurred environmental assessment and remediation costs and the costs associated with compliance with environmental standards to be recoverable through rates. Historically, with limited exceptions,
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Notes (Continued)
it has been permitted recovery of environmental costs, and it is Transco’s intent to continue seeking recovery of such costs through future rate filings.
NWP
Beginning in the mid-1980s, NWP evaluated many of its facilities for the presence of toxic and hazardous substances to determine to what extent, if any, remediation might be necessary. NWP identified PCB contamination in air compressor systems, soils, and related properties at certain compressor station sites. Similarly, it identified hydrocarbon impacts at these facilities due to the former use of earthen pits, lubricating oil leaks or spills, and excess pipe coating released to the environment. In addition, heavy metals have been identified at these sites due to the former use of mercury containing meters and paint and welding rods containing lead, cadmium, and arsenic. The PCBs were remediated pursuant to a Consent Decree with the EPA in the late 1980s, and NWP conducted a voluntary clean-up of the hydrocarbon and mercury impacts in the early 1990s. In 2005, the Washington Department of Ecology required NWP to re-evaluate previous clean-ups in Washington. During 2006 to 2015, 129 meter stations were evaluated, of which 82 required remediation. As of September 30, 2026, six meter stations are still being evaluated. During 2006 to 2018, 14 compressor stations were evaluated, of which 11 required remediation. As of September 30, 2026, four compressor stations are still being remediated. NWP had accrued liabilities totaling approximately $1 million at September 30, 2026, for the ongoing remediation. NWP is conducting environmental assessments and implementing a variety of remedial measures that may result in increases or decreases in the total estimated costs.
Environmental expenditures are expensed or capitalized depending on their future economic benefit and potential for rate recovery. NWP believes that, with respect to any expenditures required to meet applicable standards and regulations, the FERC would grant the requisite rate relief so that substantially all of such expenditures would be permitted to be recovered through rates.
Washington State Climate Commitment Act
In 2021, the state of Washington passed its Climate Commitment Act establishing a market-based cap-and-invest program to reduce carbon emissions. This program took effect on January 1, 2023, and sets a limit, or cap, on overall carbon emissions in the state and requires businesses like NWP to obtain allowances equal to its annual covered carbon emissions. The state’s cap will be reduced over time to meet the state’s carbon emissions reduction targets, which means fewer carbon emissions allowances will be available to purchase each year. These allowances can be purchased through quarterly auctions hosted by the state or bought and sold on a secondary market. In 2023, NWP began purchasing allowances for the carbon emissions from nine of its thirteen compressor stations within the state whose annual carbon emissions have exceeded 25,000 metric tons of carbon dioxide equivalent at least once since 2015. Additionally, NWP has program obligations as a natural gas supplier and began purchasing allowances for NWP’s delivery of natural gas to certain of its customers and certain of its facilities in the state whose annual carbon emissions are insufficient to require its direct participation in the program. NWP’s latest rate case settlement allows it to recover the costs of purchasing allowances under the program in its next rate case.
At September 30, 2026 and December 31, 2025, totals of $89 million and $72 million, respectively, were included in Regulatory assets and were comprised of the cost of the purchased allowances held, the estimated difference between the allowances held and the allowances required, and the interest income component of the regulatory asset. At September 30, 2026 and December 31, 2025, $1 million and $6 million respectively, were recorded in Other current liabilities as the estimated difference. Interest income of $4
Other Divestiture Indemnifications
Pursuant to various purchase and sale agreements relating to divested businesses and assets, Williams has indemnified certain purchasers against liabilities that they may incur with respect to the businesses and assets
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acquired. The indemnities provided to the purchasers are customary in sale transactions and are contingent upon the purchasers incurring liabilities that are not otherwise recoverable from third parties.
At September 30, 2026, other than as previously disclosed, Williams is not aware of any material claims against it involving the above-described indemnities. Any claim for indemnity brought against Williams in the future may have a material adverse effect on Williams’ results of operations in the period in which the claim is made.
In addition to the foregoing, various other proceedings are pending against Williams that are incidental to its operations, none of which are expected to be material to Williams’ expected future annual results of operations, liquidity, and financial position.
Summary
Williams, Transco, and NWP have disclosed estimated ranges of reasonably possible losses for certain matters above, as well as all significant matters for which they are unable to reasonably estimate a range of possible loss. Williams, Transco, and NWP estimate that for all other matters for which they are able to reasonably estimate a range of loss, the aggregate reasonably possible losses beyond amounts accrued are immaterial to expected future annual results of operations, liquidity, and financial position. These calculations have been made without consideration of any potential recovery from third parties.
Commitments
Commitments for construction and acquisition of property, plant, and equipment for Williams are approximately $5.9 billion at September 30, 2026. A significant portion of the Williams commitment relates to acquisition of long-lead time equipment for power projects, which are backed by reimbursement from the power project customer if the equipment order is cancelled.
Note 11 – Segment Disclosures
Williams
Williams’ four reportable segments are Transmission, Power & Gulf; Northeast G&P; West; and Gas & NGL Marketing Services. See Note 1 – Description of Business and Basis of Presentation.
Performance Measurement
Williams’ CODM is the Chief Executive Officer. Williams’ CODM primarily utilizes Modified EBITDA, its measure of segment profit and loss, to evaluate performance and make decisions on capital allocation and human resources. Such evaluation includes periodic comparisons of actual performance versus historical and budget, as well as projections of Modified EBITDA.
Williams defines Modified EBITDA of reportable segments as follows:
•Income (loss) before income taxes excluding:
◦Contributions from upstream operations, corporate, and other business activities, including the gain on the sale of certain upstream assets;
◦Depreciation, depletion, and amortization expenses;
◦Equity earnings (losses);
◦Other investing income (loss) – net;
◦Interest expense; and
◦Accretion expense associated with AROs for nonregulated operations.
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•This measure is further adjusted to include Williams’ proportionate share (based on ownership interest) of Modified EBITDA from its equity-method investments, including its indirect share from interests owned by equity-method investees, calculated consistently with the definition described above.
Significant noncash items which are components of Modified EBITDA may include net unrealized gain (loss) from commodity derivatives within Total revenues, net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses for Williams’ Gas & NGL Marketing Services segment, charges associated with lower of cost or net realizable value adjustments to the Gas & NGL Marketing Services segment inventory within Product sales (for natural gas marketing inventory as these sales are presented net of the related costs) and Product costs (for NGL marketing inventory), and impairments or write-offs of certain assets within Other operating (income) expense – net.
Intersegment Service revenues primarily represent transportation services provided to Williams’ marketing business and gathering services provided to its upstream oil and gas properties. Intersegment Product sales primarily represent the sale of natural gas and NGLs from Williams’ natural gas processing plants and its oil and gas properties to its marketing business.
Segment assets include Investments, Property, plant, and equipment – net, and Intangible assets – net.
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The following tables present revenues, Modified EBITDA, significant expenses, and certain segment assets measures:
| Transmission, Power & Gulf | Northeast G&P | West | Gas & NGL Marketing Services (1) | Total | |||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Segment revenues: | |||||||||||||||||||||||||||||
| Service revenues | |||||||||||||||||||||||||||||
| External | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Internal | |||||||||||||||||||||||||||||
| Total service revenues | |||||||||||||||||||||||||||||
| Total service revenues – commodity consideration | |||||||||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||||||||
| External | |||||||||||||||||||||||||||||
| Internal | ( | ||||||||||||||||||||||||||||
| Total product sales | |||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | |||||||||||||||||||||||||||||
| Realized | ( | ( | ( | ||||||||||||||||||||||||||
| Unrealized | |||||||||||||||||||||||||||||
| Total net gain (loss) from commodity derivatives (2) | ( | ||||||||||||||||||||||||||||
Total revenues of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment costs and expenses and Proportional Modified EBITDA of equity-method investments: | |||||||||||||||||||||||||||||
| Product costs and net realized processing commodity expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Operating and administrative expenses (3) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Recoverable power, transportation, and storage costs (4) | ( | ( | ( | ||||||||||||||||||||||||||
| Other segment income (expenses) - net (5) | ( | ( | |||||||||||||||||||||||||||
Gain on sale of certain assets (Note 3) | |||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | |||||||||||||||||||||||||||||
| Total Modified EBITDA of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Reconciliation of Modified EBITDA: | |||||||||||||||||||||||||||||
| Contributions from upstream operations, corporate, and other business activities | |||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization expenses | ( | ||||||||||||||||||||||||||||
| Equity earnings (losses) | |||||||||||||||||||||||||||||
Other investing income (loss) - net (Note 3) | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
Accretion expense associated with AROs for nonregulated operations | ( | ||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | ( | ||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||
Additions to long-lived segment assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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| Transmission, Power & Gulf | Northeast G&P | West | Gas & NGL Marketing Services (1) | Total | |||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Segment revenues: | |||||||||||||||||||||||||||||
| Service revenues | |||||||||||||||||||||||||||||
| External | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Internal | |||||||||||||||||||||||||||||
| Total service revenues | |||||||||||||||||||||||||||||
| Total service revenues – commodity consideration | |||||||||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||||||||
| External | |||||||||||||||||||||||||||||
| Internal | ( | ||||||||||||||||||||||||||||
| Total product sales | |||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | |||||||||||||||||||||||||||||
| Realized | ( | ( | |||||||||||||||||||||||||||
| Unrealized | |||||||||||||||||||||||||||||
| Total net gain (loss) from commodity derivatives (2) | |||||||||||||||||||||||||||||
| Total revenues of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment costs and expenses and Proportional Modified EBITDA of equity-method investments: | |||||||||||||||||||||||||||||
| Product costs and net realized processing commodity expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses | |||||||||||||||||||||||||||||
| Operating and administrative expenses (3) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Recoverable power, transportation, and storage costs (4) | ( | ( | ( | ||||||||||||||||||||||||||
| Other segment income (expenses) - net (5) | ( | ( | |||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | |||||||||||||||||||||||||||||
| Total Modified EBITDA of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Reconciliation of Modified EBITDA: | |||||||||||||||||||||||||||||
| Contributions from upstream operations, corporate, and other business activities | |||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization expenses | ( | ||||||||||||||||||||||||||||
| Equity earnings (losses) | |||||||||||||||||||||||||||||
| Other investing income (loss) - net | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
Accretion expense associated with AROs for nonregulated operations | ( | ||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | ( | ||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||
Additions to long-lived segment assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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| Transmission, Power & Gulf | Northeast G&P | West | Gas & NGL Marketing Services (1) | Total | |||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||
| Segment revenues: | |||||||||||||||||||||||||||||
| Service revenues | |||||||||||||||||||||||||||||
| External | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Internal | |||||||||||||||||||||||||||||
| Total service revenues | |||||||||||||||||||||||||||||
| Total service revenues – commodity consideration | |||||||||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||||||||
| External | |||||||||||||||||||||||||||||
| Internal | ( | ||||||||||||||||||||||||||||
| Total product sales | |||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | |||||||||||||||||||||||||||||
| Realized | ( | ( | ( | ( | |||||||||||||||||||||||||
| Unrealized | ( | ( | |||||||||||||||||||||||||||
| Total net gain (loss) from commodity derivatives (2) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total revenues of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment costs and expenses and Proportional Modified EBITDA of equity-method investments: | |||||||||||||||||||||||||||||
| Product costs and net realized processing commodity expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses | |||||||||||||||||||||||||||||
| Operating and administrative expenses (3) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Recoverable power, transportation, and storage costs (4) | ( | ( | ( | ||||||||||||||||||||||||||
| Other segment income (expenses) - net (5) | ( | ||||||||||||||||||||||||||||
Gain on sale of certain assets (Note 3) | |||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | |||||||||||||||||||||||||||||
Total Modified EBITDA of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Reconciliation of Modified EBITDA: | |||||||||||||||||||||||||||||
Contributions from upstream operations, corporate, and other business activities | |||||||||||||||||||||||||||||
Gain on sale of certain upstream assets (Note 3) | |||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization expenses | ( | ||||||||||||||||||||||||||||
| Equity earnings (losses) | |||||||||||||||||||||||||||||
Other investing income (loss) - net (Note 3) | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
Accretion expense associated with AROs for nonregulated operations | ( | ||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | ( | ||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||
| Additions to long-lived segment assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
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| Transmission, Power & Gulf | Northeast G&P | West | Gas & NGL Marketing Services (1) | Total | |||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Segment revenues: | |||||||||||||||||||||||||||||
| Service revenues | |||||||||||||||||||||||||||||
| External | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Internal | |||||||||||||||||||||||||||||
| Total service revenues | |||||||||||||||||||||||||||||
| Total service revenues – commodity consideration | |||||||||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||||||||
| External | |||||||||||||||||||||||||||||
| Internal | ( | ||||||||||||||||||||||||||||
| Total product sales | |||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | |||||||||||||||||||||||||||||
| Realized | ( | ( | |||||||||||||||||||||||||||
| Unrealized | |||||||||||||||||||||||||||||
| Total net gain (loss) from commodity derivatives (2) | ( | ( | |||||||||||||||||||||||||||
Total revenues of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment costs and expenses and Proportional Modified EBITDA of equity-method investments: | |||||||||||||||||||||||||||||
| Product costs and net realized processing commodity expenses | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net unrealized gain (loss) from commodity derivatives within Net processing commodity expenses | |||||||||||||||||||||||||||||
Operating and administrative expenses (3) | ( | ( | ( | ( | |||||||||||||||||||||||||
Recoverable power, transportation, and storage costs (4) | ( | ( | ( | ||||||||||||||||||||||||||
Other segment income (expenses) - net (5) | ( | ( | |||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | |||||||||||||||||||||||||||||
Total Modified EBITDA of reportable segments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Reconciliation of Modified EBITDA: | |||||||||||||||||||||||||||||
Contributions from upstream operations, corporate, and other business activities | |||||||||||||||||||||||||||||
Depreciation, depletion, and amortization expenses | ( | ||||||||||||||||||||||||||||
| Equity earnings (losses) | |||||||||||||||||||||||||||||
| Other investing income (loss) - net | |||||||||||||||||||||||||||||
| Interest expense | ( | ||||||||||||||||||||||||||||
Accretion expense associated with AROs for nonregulated operations | ( | ||||||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | ( | ||||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | ||||||||||||||||||||||||||||
Additions to long-lived segment assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
As of September 30, 2026 | |||||||||||||||||||||||||||||
| Equity-method investments by reportable segment | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
As of December 31, 2025 | |||||||||||||||||||||||||||||
| Equity-method investments by reportable segment | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Segment assets | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
_______________________
(1) As Williams is acting as agent for natural gas marketing customers or engages in energy trading activities, the resulting revenues are presented net of the related costs of those activities.
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Notes (Continued)
(2) Williams records transactions that qualify as commodity derivatives at fair value with changes in fair value recognized in earnings in the period of change and characterized as unrealized gains or losses. Gains and losses from commodity derivatives held for energy trading purposes are presented on a net basis in revenue.
(3) Segment operating and administrative expenses primarily include payroll, maintenance and operating costs and taxes, and general and administrative expenses, including acquisition and transition-related expenses. It also includes project execution, information technology, finance and accounting, real estate and aviation, central engineering services, safety and operational discipline, supply chain and digital transformation, corporate strategic development, human resources, legal and government affairs, and executive and audit support services costs which are centrally managed and allocated to segments.
(4) Recoverable power, transportation and storage costs are charges incurred which are reimbursable pursuant to FERC stipulations, customer contracts, or certain power purchase agreements.
(5) Other segment income (expenses) - net primarily includes equity AFUDC and regulatory credits and charges related to Williams’ regulated operations, as well as the write-off of certain compression assets in the West segment in the third quarter of 2025.
Transco
Transco manages and evaluates its business as one single reportable segment. Transco’s CODM is the Senior Vice President, Transmission, Power & Gulf. Transco’s CODM determines resource allocation and evaluates segment operating performance based upon Net income (loss) as reported on the Statement of Net Income.
Significant expenses within net income include Operating and maintenance expenses and General and administrative expenses, which are each separately presented on Transco’s Statement of Net Income. Other segment items within net income include natural gas product costs; depreciation and amortization expenses; taxes, other than income taxes; other operating (income) expense – net; interest expense; interest income; other income (expense) – net; and AFUDC.
Transco’s segment assets include Property, plant, and equipment – net as presented on the Balance Sheet.
NWP
NWP manages and evaluates its business as one single reportable segment. NWP’s CODM is the Senior Vice President, Transmission, Power & Gulf. NWP’s CODM determines resource allocation and evaluates segment operating performance based upon Net income (loss) as reported on the Statement of Net Income.
Significant expenses within net income include Operating and maintenance expenses and General and administrative expenses, which are each separately presented on NWP’s Statement of Net Income. Other segment items within net income include depreciation and amortization expenses; taxes, other than income taxes; other operating (income) expense – net; interest expense; interest income; other income (expense) – net; and AFUDC.
NWP’s segment assets include Property, plant, and equipment – net as presented on the Balance Sheet.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
| Combined Management’s Discussion and Analysis of Financial Condition and Results of Operations | Page | ||||
General | 54 | ||||
Company Outlook | 56 | ||||
Results of Operations | 61 | ||||
Williams | 61 | ||||
Transco | 73 | ||||
NWP | 75 | ||||
Management’s Discussion and Analysis of Financial Condition and Liquidity | 76 | ||||
General
Williams is an energy company committed to being the leader in providing infrastructure that safely delivers natural gas products to reliably fuel the clean energy economy. Its operations are located in the United States.
Williams’ interstate natural gas pipeline strategy is to create value by maximizing the utilization of its pipeline capacity by providing high-quality, low-cost transportation of natural gas to large and growing markets. Williams’ gas pipeline businesses’ interstate transmission and storage activities are subject to regulation by the FERC. As such, Williams’ rates and charges for the transportation of natural gas in interstate commerce; the extension, expansion, or abandonment of jurisdictional facilities; and accounting, among other things, are subject to regulation. The rates are established primarily through the FERC’s ratemaking process, but Williams may also negotiate rates with its customers pursuant to the terms of its tariffs and FERC policy. Changes in commodity prices and volumes transported have limited near-term impact on these revenues because the majority of the cost of service is recovered through firm capacity reservation charges in transportation rates.
The ongoing strategy of Williams’ midstream operations is to safely and reliably operate large-scale midstream infrastructure where its assets can be fully utilized and drive low per-unit costs. Williams focuses on consistently attracting new business by providing highly reliable service to its customers. These services include natural gas gathering and processing, treating, compression and storage; NGL fractionation, transportation and storage; and crude oil production handling and transportation, as well as marketing services for NGL, crude oil, and natural gas.
Consistent with the manner in which Williams’ CODM evaluates performance and allocates resources, Williams’ operations are conducted, managed, and presented within the following reportable segments: Transmission, Power & Gulf; Northeast G&P; West; and Gas & NGL Marketing Services (See Note 1 – Description of Business and Basis of Presentation). All remaining business activities, including upstream operations and corporate activities, are included in Other.
Unless indicated otherwise, the following discussion and analysis of results of operations and financial condition and liquidity relates to Williams’ current continuing operations and should be read in conjunction with the financial statements and combined notes thereto of this Form 10-Q and the Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 24, 2026.
Dividends
In September 2026, Williams paid a regular quarterly dividend of $0.525 per share.
Overview of Nine Months Ended September 30, 2026
Net income (loss) attributable to The Williams Companies, Inc. for the nine months ended September 30, 2026, increased $508 million compared to the nine months ended September 30, 2025. Further discussion of the results is found in this report in the Results of Operations.
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Management’s Discussion and Analysis (Continued)
Recent Developments
Momentum Acquisition
On September 3, 2026, Williams closed on the acquisition of Momentum for total consideration of approximately $5.1 billion. Momentum’s assets in the Haynesville Shale region include 6 Bcf/d of gathering capacity and 4 Bcf/d of pipeline capacity. See Note 3 – Acquisitions and Divestitures.
Sale of Partial Interest in Pantheon
In July 2026, Williams sold a noncontrolling interest in five power projects, Socrates, Apollo, Aquila, Socrates the Younger, and Neo, to an investor in exchange for $5.34 billion of committed capital. The initial contribution of $3.74 billion was received in July 2026 and the remaining committed capital is expected to be received through first quarter of 2027, including $1 billion received in October 2026. See Note 1 – Description of Business and Basis of Presentation.
Sale of Permian Interests
Consolidated Permian Gathering Assets
In August 2026, Williams completed the sale of certain gas gathering assets in the Permian basin within its West segment for total consideration of $139 million, resulting in the recognition of an $83 million gain in the third quarter of 2026. See Note 3 – Acquisitions and Divestitures.
Brazos Permian II Equity-Method Investment
In June 2026, Williams completed the sale of an equity-method investment in Brazos Permian II, LLC within its West segment for total consideration of $143 million, resulting in the recognition of a $127 million gain reflected in the second quarter of 2026. See Note 3 – Acquisitions and Divestitures.
Transco FERC Rate Case Filing
On August 30, 2024, Transco filed a general rate case with the FERC for an overall increase in rates and to comply with the terms of the settlement of its prior rate case. On September 30, 2024, the FERC issued an order accepting and suspending Transco’s general rate filing to be effective March 1, 2025, subject to refund and the outcome of hearing procedures established by the FERC. The order also accepted rate decreases for certain services to be effective as of October 1, 2024. During the third quarter of 2025, Transco reached an agreement in principle with its customers and the other participants to settle all aspects of the rate case and accrued a related liability for rate refunds. Transco filed with the FERC in October 2025 for approval of the settlement. On December 30, 2025, the FERC approved the settlement which became effective March 1, 2026. The refunds were paid in April 2026.
Sale of Mid-Continent Gathering Assets
In February 2026, Williams closed on the sale of 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, was recognized. See Note 8 – Fair Value Measurements and Guarantees.
Sale of South Mansfield Upstream Interests
In January 2026, Williams closed on the sale of 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. Upon closing, Williams recognized a gain of $182 million in the first quarter of 2026 and an additional gain of $12 million in the second quarter of 2026. See Note 3 – Acquisitions and Divestitures.
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Management’s Discussion and Analysis (Continued)
Expansion Project Updates
Expansion projects placed into service for the current year are described below. Ongoing major expansion projects are discussed later in Company Outlook.
Transmission, Power & Gulf
Gillis West
This project involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Louisiana to delivery points in Texas. Transco placed the project into service in late October 2026. The project is expected to increase capacity by 115 Mdth/d.
Ryckman Creek Lateral
This project involves an expansion of NWP’s existing natural gas transmission system to provide incremental firm transportation capacity from a receipt point in northeast Oregon to multiple delivery points in southwest Wyoming. NWP placed the project into service in late October 2026. The project is expected to increase contracted capacity by 50 Mdth/d.
Huntingdon Connector
This project involves an expansion of NWP’s existing natural gas transmission system that will provide year-round transportation capacity from the Sumas receipt point to various delivery points in Washington. NWP placed the project into service in late October 2026. The project is expected to increase capacity by 78 Mdth/d.
Power - Socrates
The project consists of the Socrates North and South power generation facilities and associated gas pipeline infrastructure in New Albany, Ohio, which together have an expected 556 MW of capacity. Socrates South was placed into service in late July 2026. Socrates North remains under construction and is expected to be placed into service later in the fourth quarter of 2026. The project is supported by a 10‑year, primarily fixed‑price power purchase agreement, with an option for the customer to extend the term of the agreement. Williams has received necessary approvals from the Ohio Power Siting Board.
Naughton Coal-to-Gas Conversion
The project involves an expansion of NWP’s existing natural gas transmission system to provide year-round transportation capacity to a power plant in southwest Wyoming. NWP placed the project into service in April 2026, increasing NWP’s contracted capacity by 98 Mdth/d.
Company Outlook
Williams’ strategy is to provide a large-scale, reliable, and clean energy infrastructure designed to maximize the opportunities created by the vast supply of natural gas and natural gas products that exists in the United States. Williams accomplishes this by connecting the growing demand for cleaner fuels and feedstocks with our major positions in the premier natural gas and natural gas products supply basins. Williams continues to maintain a strong commitment to safety, environmental stewardship including seeking opportunities for renewable energy ventures, operational excellence, and customer satisfaction. Williams believes that accomplishing these goals will position it 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.
In 2026, Williams’ operating results are expected to benefit from the continued growth in the Transmission, Power & Gulf segment, primarily reflecting the impacts of the Socrates Power project, as well as numerous
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Management’s Discussion and Analysis (Continued)
expansion projects at Transco and the Gulf of America. Growth in 2026 will benefit from a full year of the Louisiana Energy Gateway expansion project as well as expected increases in Haynesville Shale volumes, including the Momentum acquisition. Additionally, Williams expects higher gathering and processing results in the Northeast. These increases are partially offset by the divestiture of the South Mansfield upstream interests, and lower expected Eagle Ford results in our West segment which relate to contractual step-downs in minimum volume commitments.
Williams seeks to maintain a strong financial position and liquidity, as well as manage a diversified portfolio of safe, clean, and reliable energy infrastructure assets that continue to serve key growth markets and supply basins in the United States. Williams’ growth capital and investment expenditures in 2026 are expected to range from $7.3 billion to $7.9 billion, excluding acquisitions and certain long-lead time equipment for power projects which are backed by reimbursement from the customer if the equipment order is canceled. Growth capital spending in 2026 primarily includes the Power projects, Transco expansions, all of which are fully contracted with firm transportation agreements, projects supporting growth in the Haynesville Shale basin, and projects supporting the Northeast G&P business. Williams is investing capital in the Louisiana LNG and Driftwood Pipeline projects, as well as the development of its Wamsutter upstream oil and gas properties. In addition to growth capital and investment expenditures, Williams also remains committed to projects that maintain its assets for safe and reliable operations, as well as projects that reduce emissions, and meet legal, regulatory, and/or contractual commitments.
Potential risks and obstacles that could impact the execution of Williams’ plan include:
•A global recession, which could result in downturns in financial markets and commodity prices, as well as impact demand for natural gas and related products;
•Opposition to, and regulations affecting, our infrastructure projects, including the risk of delay or denial in permits and approvals needed for our projects;
•Counterparty credit and performance risk;
•Unexpected significant increases in capital expenditures or delays in capital project execution, including increases from inflation or delays caused by supply chain disruptions;
•Unexpected changes in customer drilling and production activities, which could negatively impact gathering and processing volumes;
•Lower than anticipated demand for natural gas and natural gas products which could result in lower-than-expected volumes, energy commodity prices, and margins;
•General economic, financial markets, or industry downturns, including increased inflation, interest rates, or tariffs;
•Physical damages to facilities, including damage to offshore facilities by weather-related events;
•Other risks set forth under Part I, Item 1A. Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 24, 2026, as may be supplemented by disclosure in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10‑Q.
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Management’s Discussion and Analysis (Continued)
Expansion Projects
Williams’ ongoing major expansion projects include the following:
Transmission, Power & Gulf
Southeast Supply Enhancement
In January 2026, Transco received FERC approval for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from receipt points in Virginia to delivery points in Virginia, North Carolina, South Carolina, Georgia, and Alabama. Transco plans to place the project into service as early as the third quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 1,597 Mdth/d.
Northeast Supply Enhancement
In 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 195 in Pennsylvania to the Rockaway Delivery Lateral transfer point in New York. In October and November 2025, Transco’s applications for Clean Water Act and related permits with the states of Pennsylvania, New York and New Jersey were approved. In August 2025, Transco executed precedent agreements with customers subscribing to all of the capacity under the project. Transco plans to place the project into service as early as the fourth quarter of 2027, assuming timely receipt of all necessary regulatory approvals. However, on September 8, 2026, the Third Circuit Court of Appeals granted petitions for review of the Clean Water Act Water Quality Certification issued by the New Jersey Department of Environmental Protection (NJDEP), vacating such certification and remanding the matter to the NJDEP for appropriate action. The project is expected to increase capacity by 400 Mdth⁄d.
Leidy Access
In September 2026, Transco filed a certificate application with the FERC for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity on the Leidy Line. Transco plans to place the project into service as early as the fourth quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 183 Mdth/d.
Line 200
In April 2023, Driftwood received FERC approval for Line 200, which will connect a pipeline to the Louisiana LNG facility. Williams will be the operator of the pipeline and plans to place the project into service as early as the second quarter of 2028. The pipeline has an expected capacity of 3,100 Mdth/d.
Pine Prairie Phase IV Expansion
In May 2026, Williams received the FERC approval for the project, which will involve an expansion of storage capacity and the injection and withdrawal capabilities of one of its existing storage facilities in the Gulf Coast region. Williams plans to place the project into service during the fourth quarter of 2028, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase working gas storage capacity by 10 Bcf.
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Management’s Discussion and Analysis (Continued)
Dalton Lateral II
Transco plans to file a certificate application for the project with the FERC in 2027. The project involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity from Transco’s main line near existing Station 115 to an existing power plant in Georgia. Transco plans to place the project into service as early as the fourth quarter of 2029, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity up to 460 Mdth/d.
Power Express
Transco plans to file an application with the FERC as early as the second quarter 2027 for the project, which involves an expansion of Transco’s existing natural gas transmission system to provide incremental firm transportation capacity in Virginia. Transco plans to place the project into service as early as the third quarter of 2030, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 800 Mdth/d.
Wild Trail
In March 2026, NWP received FERC approval for the project, which involves an expansion of NWP’s existing natural gas transmission system that will provide year-round transportation capacity from the White River Hub receipt point in western Colorado to various delivery points in southwest Wyoming and southern Colorado. The Wild Trail project is fully subscribed by an affiliate of NWP. NWP plans to place the project into service during the fourth quarter of 2027, assuming timely receipt of all necessary regulatory approvals. The project is expected to provide 83 Mdth/d of new firm transportation service through a combination of increasing capacity and utilizing existing capacity.
Kelso-Beaver Reliability
In November 2025, NWP received FERC approval for the project, which will provide year-round transportation capacity to various receipt and delivery points in Oregon. NWP plans to place the project into service during the fourth quarter of 2028, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 183 Mdth/d. In May 2026, NWP purchased the 17-mile Kelso-Beaver pipeline, a key milestone for this project.
Silver Spur
NWP plans to file an application with the FERC as early as the second half of 2027 for the project, which will provide year-round transportation capacity from the Rockies Supply hub at Opal, Wyoming, to various delivery points in Idaho. NWP plans to place the project into service as early as second quarter of 2030, assuming timely receipt of all necessary regulatory approvals. The project is expected to increase capacity by 275 Mdth/d.
Power
Williams has agreed to provide committed power generation and associated gas pipeline infrastructure for four additional Power projects, Apollo, Aquila, Socrates the Younger, and Neo. 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 and to provide 490 MW of capacity. 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 and to provide 520 MW of capacity. 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 and to provide 340 MW of capacity. The Neo project, in Ohio, has a term of 12.5 years, and Williams expects the
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Management’s Discussion and Analysis (Continued)
project to be placed into service in the second half of 2028 and to provide 682 MW of capacity. All expected in-service dates assume timely receipt of permits.
West
Dorne
Williams will construct and operate a greenfield treating and dehydration facility in the Haynesville region, with a capacity of 400 MMcf/d. This project is expected to be placed into service in the third quarter of 2027.
Shelby Trough Connector
The project is designed to provide access to growing Haynesville production in the Shelby Trough area through the construction of 64 miles of new lateral pipeline and additional compression facilities connecting to the Louisiana Energy Gateway system. The project is expected to provide 750 MMcf/d of transportation capacity, with expansion capabilities up to 1.5 Bcf/d, and is expected to be placed into service during the second quarter of 2028.
Delta Access
The project is designed to provide additional transmission capacity to serve growing power generation and LNG demand through an expansion along the Transco corridor. The project is expected to provide 2,250 Mdth/d of transportation capacity, with additional expansion opportunities, and is expected to be placed into service during the first quarter of 2029.
Other
Lakeland Solar Project
Williams is constructing and will operate a 75 MW alternating current solar power facility interconnecting with Lakeland Electric in Florida. This project is expected to be placed in service in the fourth quarter of 2026.
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Management’s Discussion and Analysis (Continued)
Results of Operations
Williams’ Consolidated Overview
The following table and discussion is a summary of Williams’ consolidated results of operations for the three and nine months ended September 30, 2026, compared to the three and nine months ended September 30, 2025, and should be read in conjunction with the results of operations by segment, as discussed in further detail following this consolidated overview discussion.
| Three Months Ended September 30, | Change* | Nine Months Ended September 30, | Change* | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | $ | % | 2026 | 2025 | $ | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Dollars in millions) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Service revenues | $ | 2,319 | $ | 2,121 | +198 | +9 | % | $ | 6,677 | $ | 6,165 | +512 | +8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Product sales and service revenues – commodity consideration | 902 | 746 | +156 | +21 | % | 2,892 | 2,557 | +335 | +13 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | 2 | 56 | -54 | -96 | % | (263) | 30 | -293 | NM | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 3,223 | 2,923 | 9,306 | 8,752 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Product costs and net processing commodity expenses | 632 | 485 | -147 | -30 | % | 1,705 | 1,606 | -99 | -6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating and maintenance expenses | 639 | 583 | -56 | -10 | % | 1,801 | 1,697 | -104 | -6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Depreciation, depletion, and amortization expenses | 620 | 564 | -56 | -10 | % | 1,796 | 1,754 | -42 | -2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| General and administrative expenses | 275 | 168 | -107 | -64 | % | 648 | 530 | -118 | -22 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain on sale of certain assets | (83) | — | +83 | NM | (277) | — | +277 | NM | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other operating (income) expense – net | 4 | 14 | +10 | +71 | % | (6) | 17 | +23 | NM | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total costs and expenses | 2,087 | 1,814 | 5,667 | 5,604 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | 1,136 | 1,109 | 3,639 | 3,148 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity earnings (losses) | 157 | 152 | +5 | +3 | % | 477 | 449 | +28 | +6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other investing income (loss) – net | 30 | 19 | +11 | +58 | % | 188 | 31 | +157 | NM | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense | (385) | (372) | -13 | -3 | % | (1,132) | (1,071) | -61 | -6 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense) – net | 50 | 21 | +29 | +138 | % | 108 | 51 | +57 | +112 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income (loss) before income taxes | 988 | 929 | 3,280 | 2,608 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: Provision (benefit) for income taxes | 221 | 246 | +25 | +10 | % | 725 | 613 | -112 | -18 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | 767 | 683 | 2,555 | 1,995 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests | 67 | 36 | -31 | -86 | % | 163 | 111 | -52 | -47 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to The Williams Companies, Inc. | $ | 700 | $ | 647 | +53 | +8 | % | $ | 2,392 | $ | 1,884 | +508 | +27 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
_______
* + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.
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Management’s Discussion and Analysis (Continued)
Three months ended September 30, 2026 vs. three months ended September 30, 2025
Service revenues increased primarily due to:
•Higher revenues associated with the Momentum Acquisition (See Note 3 – Acquisitions and Divestitures) and expansion projects at the West and the Transmission, Power & Gulf segments;
•Higher power revenues primarily associated with Socrates South placed in service in late July 2026 at the Transmission, Power & Gulf segment;
•Increased Gulf Coast storage rates at the Transmission, Power & Gulf segment;
•Higher volumes from the Northeast JV at the Northeast G&P segment.
The net sum of Product sales and service revenues – commodity consideration, Product costs and net processing commodity expenses, and net realized gains and losses on commodity derivatives related to sales of product and shrink gas purchases for processing plants for the reportable segments comprise Commodity Margins. Service revenues - commodity consideration represent payments received in the form of commodities for processing services provided. Most of these commodity volumes are sold during the month processed and are offset within Product costs and net processing commodity expenses. The sum of Product sales and net realized gains and losses on commodity derivatives related to the upstream operations comprise Net realized product sales.
The Product sales and service revenues – commodity consideration increase primarily consists of:
•Higher marketing sales activities primarily related to higher NGL marketing sales activities at the Gas & NGL Marketing Services segment and the Momentum Acquisition;
•Higher equity NGL sales and commodity consideration revenues associated with equity NGL production activity primarily at the West segment;
•Higher product sales from upstream operations primarily related to higher prices in the Wamsutter region, substantially offset by lower volumes from the January 2026 sale of interests in certain upstream ventures in the South Mansfield area of the Haynesville Shale region (See Note 3 – Acquisitions and Divestitures).
As Williams is acting as agent for natural gas marketing customers, its natural gas marketing product sales are presented net of the related costs of those activities within the Gas & NGL Marketing Services segment.
Net gain (loss) from commodity derivatives includes realized and unrealized gains and losses from derivative instruments reflected within Total revenues primarily in the Gas & NGL Marketing Services segment, as well as upstream operations (see Note 9 – Commodity Derivatives).
Williams experiences significant earnings volatility from the fair value accounting required for the derivatives used to hedge a portion of the economic value of the underlying transportation and storage capacity portfolios as well as upstream-related production. However, the unrealized fair value measurement gains and losses on the derivatives are generally offset by valuation changes in the economic value of the underlying production or transportation and storage capacity contracts, which are not recognized until the underlying transaction occurs.
The Product costs and net processing commodity expenses increase primarily consists of:
•Higher marketing activities related to NGLs at the Transmission, Power & Gulf and Gas & NGL Marketing Services segments and the Momentum Acquisition at the West segment;
•Higher shrink natural gas purchases and commodity consideration costs associated with Williams’ equity NGL production activities primarily at the West segment.
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Operating and maintenance expenses increased primarily due to higher employee-related costs, operating costs associated with the Momentum Acquisition, and operating taxes.
Depreciation, depletion, and amortization expenses increased primarily related to the absence of adjustments associated with the rate case to Transco depreciation rates in 2025 as well as assets placed in service at the Transmission, Power & Gulf segment and the Momentum Acquisition, partially offset by the sale of the South Mansfield upstream interests.
General and administrative expenses increased due to higher employee-related costs, including incentive compensation, and transaction and acquisition-related costs at the Transmission, Power & Gulf and West segments.
Gain on sale of certain assets reflects a gain from the 2026 sale of certain gas gathering assets in the Permian Basin at the West segment (see Note 3 – Acquisitions and Divestitures).
Other operating (income) expense – net reflects the absence of the 2025 write-off of certain DJ Basin region assets in the West segment.
Interest expense was unfavorably impacted by 2025 and 2026 debt issuances including the debt retained in the Momentum Acquisition, partially offset by 2025 and 2026 debt retirements (see Note 6 – Debt and Banking Arrangements) and higher interest capitalized due to ongoing expansion projects.
The favorable change in Other income (expense) – net includes an increase in equity AFUDC primarily as a result of higher eligible capital expenditures at the regulated businesses.
Provision (benefit) for income taxes changed favorably primarily due to the absence of a provision associated with an increase in our estimate of the state deferred income tax rate in 2025, partially offset by higher pre-tax income. See Note 5 – Provision (Benefit) for Income Taxes for a discussion of the effective tax rate compared to the federal statutory rate for both periods.
The unfavorable change in Net income (loss) attributable to noncontrolling interests is primarily due to higher results at Pantheon.
Nine months ended September 30, 2026 vs. nine months ended September 30, 2025
Service revenues increased primarily due to:
•Higher revenues associated with expansion projects and the Momentum Acquisition at the Transmission, Power & Gulf and the West segments;
•Increased Gulf Coast storage rates;
•Higher volumes from the Northeast JV;
•Higher power revenues primarily associated with Socrates South;
•Higher revenues associated with reimbursable expenses primarily in the Northeast G&P segment, which is substantially offset by similar changes reflected in Operating and maintenance expenses.
The Product sales and service revenues – commodity consideration increase primarily consists of:
•Higher marketing sales activities primarily related to higher NGL marketing sales activities and net gas marketing sales activities at the Gas & NGL Marketing Services segment and the Momentum Acquisition;
•Higher equity NGL sales and commodity consideration revenues associated with equity NGL production activity primarily at the West segment; partially offset by
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Management’s Discussion and Analysis (Continued)
•Lower product sales from upstream operations primarily related to lower volumes from the sale of the South Mansfield upstream interests; partially offset by higher volumes and prices in the Wamsutter region.
Net gain (loss) from commodity derivatives includes realized and unrealized gains and losses from derivative instruments reflected within Total revenues primarily in the Gas & NGL Marketing Services segment, as well as upstream operations.
The Product costs and net processing commodity expenses increase primarily consists of:
•Higher marketing activities related to NGLs at the Gas & NGL Marketing Services segment and the Momentum Acquisition;
•Higher shrink natural gas purchases and commodity consideration costs associated with Williams’ equity NGL production activities primarily at the West segment.
Operating and maintenance expenses increased primarily due to higher employee-related expenses, operating taxes, electricity and fuel, which is substantially offset by similar changes in Service revenues, and higher operating costs of the assets acquired in the Momentum Acquisition.
Depreciation, depletion, and amortization expenses increased primarily related to assets placed in service at the West and Transmission, Power & Gulf segments and the Momentum Acquisition, partially offset by the sale of the South Mansfield upstream interests.
General and administrative expenses increased due to higher employee-related costs, including incentive compensation, and transaction and acquisition-related costs at the Transmission, Power & Gulf and West segments.
Gain on sale of certain assets reflects gains from the 2026 sales of the South Mansfield upstream interests and certain gas gathering assets in the Permian Basin.
Other operating (income) expense – net reflects the absence of the 2025 write-off of certain DJ Basin region assets.
Equity earnings (losses) changed favorably primarily due to an increase at Appalachia Midstream Investments.
Other investing income (loss) – net reflects a gain from the 2026 sale of an equity-method investment in Brazos Permian II, LLC and higher interest income.
Interest expense was unfavorably impacted by 2025 and 2026 debt issuances including the debt retained in the Momentum Acquisition, partially offset by 2025 and 2026 debt retirements and higher interest capitalized due to ongoing expansion projects.
The favorable change in Other income (expense) – net includes an increase in equity AFUDC primarily as a result of higher eligible capital expenditures at the regulated businesses.
Provision (benefit) for income taxes changed unfavorably primarily due to higher pre-tax income.
The unfavorable change in Net income (loss) attributable to noncontrolling interests is primarily due to higher results at the Northeast JV and Pantheon.
Period-Over-Period Operating Results – Williams’ Segments
Williams’ CODM evaluates segment operating performance based upon Modified EBITDA. Note 11 – Segment Disclosures includes a reconciliation of this non-GAAP measure to Income (loss) before income taxes. Management uses Modified EBITDA because it is an accepted financial indicator used by investors to compare company performance. In addition, management believes that this measure provides investors an enhanced perspective of the
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Management’s Discussion and Analysis (Continued)
operating performance of Williams’ assets. Modified EBITDA should not be considered in isolation or as a substitute for a measure of performance prepared in accordance with GAAP.
Transmission, Power & Gulf
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Service revenues | $ | 1,328 | $ | 1,237 | $ | 3,852 | $ | 3,548 | |||||||||||||||||||||
| Product sales and service revenues – commodity consideration (1) | 202 | 154 | 509 | 428 | |||||||||||||||||||||||||
| Net realized gain (loss) from commodity derivatives (1) | (4) | 1 | (9) | — | |||||||||||||||||||||||||
| Segment revenues | 1,526 | 1,392 | 4,352 | 3,976 | |||||||||||||||||||||||||
| Product costs and net processing commodity expenses (1) | (175) | (139) | (446) | (381) | |||||||||||||||||||||||||
| Other segment costs and expenses | (389) | (317) | (1,048) | (983) | |||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | 38 | 37 | 111 | 110 | |||||||||||||||||||||||||
| Transmission, Power & Gulf Modified EBITDA | $ | 1,000 | $ | 973 | $ | 2,969 | $ | 2,722 | |||||||||||||||||||||
| Commodity margins | $ | 23 | $ | 16 | $ | 54 | $ | 47 | |||||||||||||||||||||
_______________
(1)Included as a component of Commodity margins.
Three months ended September 30, 2026 vs. three months ended September 30, 2025
Transmission, Power & Gulf Modified EBITDA increased primarily due to higher Service revenues, partially offset by higher Other segment costs and expenses.
Service revenues increased primarily due to:
•A $53 million increase in power revenues primarily associated with Socrates South placed in service in late July 2026, as well as revenues associated with reimbursable fuel expenses (which are substantially offset by similar changes reflected in Other segment costs and expenses);
•A $21 million increase in Gulf Coast Storage’s revenues primarily associated with higher storage rates;
•A $7 million increase in the Western Gulf Coast region primarily due to higher natural gas gathering and crude oil transportation volumes from the Whale expansion project that went in-service in January 2025;
•A $7 million increase in MountainWest’s revenues primarily due to the Overthrust Westbound Compression expansion project that went in-service in November 2025.
Other segment costs and expenses increased primarily due to:
•Higher operating expenses and administrative costs including higher transaction expenses, employee-related costs, and corporate allocations, as well as higher fuel expenses (substantially offset by higher Service revenues discussed above);
•An unfavorable change related to certain asset retirements in the Gulf Coast region; partially offset by
•A favorable change in equity AFUDC primarily from higher eligible capital expenditures at Transco and Driftwood Pipeline’s Line 200.
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Nine months ended September 30, 2026 vs. nine months ended September 30, 2025
Transmission, Power & Gulf Modified EBITDA increased primarily due to higher Service revenues, partially offset by higher Other segment costs and expenses.
Service revenues increased primarily due to:
•A $77 million increase in Transco’s revenues primarily associated with expansion projects placed in service, as well as higher park and loan services and revenues associated with reimbursable expenses (which are substantially offset by similar changes reflected in Other segment costs and expenses), partially offset by decreases in commodity revenues;
•A $62 million increase in Gulf Coast Storage’s revenues primarily associated with higher storage rates and higher park and loan services;
•A $58 million increase in power revenues primarily associated with Socrates South, as well as revenues associated with reimbursable fuel expenses (which are substantially offset by similar changes reflected in Other segment costs and expenses);
•A $29 million increase in Discovery’s revenues primarily in natural gas gathering revenues due to volumes from the Shenandoah expansion project that went in-service in July 2025;
•A $19 million increase in NWP’s revenues primarily due to transportation rate increases;
•A $19 million increase in the Western Gulf Coast region primarily due to higher natural gas gathering and crude oil transportation volumes from the Whale expansion project;
•A $17 million increase in MountainWest’s revenues primarily due to the Overthrust Westbound Compression expansion project;
•A $16 million increase in the Eastern Gulf Coast region primarily due to higher crude oil transportation and natural gas gathering volumes from new wells at Blind Faith in the Ballymore field, partially offset by a decrease at Devil’s Tower related to lower volumes and lower revenues associated with reimbursable expenses (which are substantially offset by similar changes reflected in Other segment costs and expenses) from the Kodiak field.
Other segment costs and expenses increased primarily due to:
•Higher operating expenses and administrative costs including higher transaction expenses, employee-related costs, and corporate allocations, as well as higher net electricity and fuel expenses (substantially offset by higher Service revenues discussed above);
•An unfavorable change related to certain asset retirements in the Gulf Coast region; partially offset by
•A favorable change in equity AFUDC primarily from higher eligible capital expenditures at Transco and Driftwood Pipeline’s Line 200.
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Northeast G&P
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Service revenues | $ | 536 | $ | 499 | $ | 1,569 | $ | 1,493 | |||||||||||||||||||||
| Product sales and service revenues – commodity consideration (1) | 16 | 31 | 73 | 133 | |||||||||||||||||||||||||
| Segment revenues | 552 | 530 | 1,642 | 1,626 | |||||||||||||||||||||||||
| Product costs and net processing commodity expenses (1) | (16) | (25) | (73) | (115) | |||||||||||||||||||||||||
| Other segment costs and expenses | (163) | (161) | (468) | (465) | |||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | 169 | 161 | 505 | 474 | |||||||||||||||||||||||||
Northeast G&P Modified EBITDA | $ | 542 | $ | 505 | $ | 1,606 | $ | 1,520 | |||||||||||||||||||||
| Commodity margins | $ | — | $ | 6 | $ | — | $ | 18 | |||||||||||||||||||||
(1)Included as a component of Commodity margins.
Three months ended September 30, 2026 vs. three months ended September 30, 2025
Northeast G&P Modified EBITDA increased primarily due to higher Service revenues and higher Proportional Modified EBITDA of equity-method investments.
Service revenues increased primarily due to:
•A $22 million increase in revenues at the Northeast JV primarily related to higher gathering, processing, transportation, and fractionation volumes;
•A $9 million increase in gathering revenues at Susquehanna Supply Hub primarily related to increased gathering volumes and escalated gathering rates.
Proportional Modified EBITDA of equity-method investments increased at Appalachia Midstream Investments primarily driven by higher gathering volumes.
Nine months ended September 30, 2026 vs. nine months ended September 30, 2025
Northeast G&P Modified EBITDA increased primarily due to higher Service revenues and higher Proportional Modified EBITDA of equity-method investments, partially offset by lower Commodity margins.
Service revenues increased primarily due to:
•A $60 million increase in revenues at the Northeast JV primarily related to higher gathering, processing, transportation, and fractionation volumes;
•A $21 million increase in revenues associated with reimbursable expenses, which is substantially offset by similar changes reflected in Other segment costs and expenses; partially offset by
•A $4 million decrease in gathering revenues at Susquehanna Supply Hub primarily related to lower volumes, partially offset by escalated rates.
Other segment costs and expenses increased due higher electricity and fuel (substantially offset by higher Service revenues), partially offset by lower maintenance expenses.
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Management’s Discussion and Analysis (Continued)
Proportional Modified EBITDA of equity-method investments increased at Appalachia Midstream Investments primarily driven by higher gathering volumes and escalated gathering rates; and at Blue Racer primarily driven by new MVC revenue, higher gathering rates, and higher volumes.
Commodity margins decreased as a result of the expiration of a restructured gas purchase agreement in 2025.
West
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Service revenues | $ | 538 | $ | 470 | $ | 1,520 | $ | 1,354 | |||||||||||||||||||||
| Product sales and service revenues – commodity consideration (1) | 321 | 240 | 820 | 758 | |||||||||||||||||||||||||
| Net realized gain (loss) from commodity derivatives relating to service revenues | 1 | 2 | 1 | 1 | |||||||||||||||||||||||||
| Net realized gain (loss) from commodity derivatives relating to product sales (1) | (1) | — | (3) | — | |||||||||||||||||||||||||
| Net realized gain (loss) from commodity derivatives | — | 2 | (2) | 1 | |||||||||||||||||||||||||
| Segment revenues | 859 | 712 | 2,338 | 2,113 | |||||||||||||||||||||||||
| Product costs and net processing commodity expenses (1) | (285) | (211) | (723) | (666) | |||||||||||||||||||||||||
| Other segment costs and expenses | (234) | (195) | (580) | (516) | |||||||||||||||||||||||||
| Gain on sale of certain assets | 83 | — | 83 | — | |||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | 28 | 36 | 99 | 106 | |||||||||||||||||||||||||
| West Modified EBITDA | $ | 451 | $ | 342 | $ | 1,217 | $ | 1,037 | |||||||||||||||||||||
| Commodity margins | $ | 35 | $ | 29 | $ | 94 | $ | 92 | |||||||||||||||||||||
________________
(1) Included as a component of Commodity margins.
Three months ended September 30, 2026 vs. three months ended September 30, 2025
West Modified EBITDA increased primarily due to Gain on sale of certain assets and higher Service revenues, partially offset by higher Other segment costs and expenses.
Service revenues increased primarily due to:
•An $87 million increase in the Haynesville Shale region primarily due to the Momentum Acquisition (see Note 3 – Acquisitions and Divestitures) in the third quarter of 2026 and contributions from Louisiana Energy Gateway which was placed into service in the third quarter of 2025; partially offset by
•An $11 million decrease in the Mid-Continent and Permian basin regions due to the sale of certain gas gathering assets in February 2026 and August 2026, respectively.
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Other segment costs and expenses increased primarily due to higher operating expenses and acquisition-related costs associated with the Momentum Acquisition, partially offset by the absence of the third-quarter 2025 $25 million write-off of certain compression assets in the DJ Basin region (see Note 8 – Fair Value Measurements and Guarantees).
Gain on sale of certain assets reflects the gain from the sale of certain gas gathering assets in the Permian basin in the third quarter of 2026.
Nine months ended September 30, 2026 vs. nine months ended September 30, 2025
West Modified EBITDA increased primarily due to higher Service revenues and Gain on sale of certain assets, partially offset by higher Other segment costs and expenses.
Service revenues increased primarily due to:
•A $188 million increase in the Haynesville Shale region primarily due to contributions from Louisiana Energy Gateway which was placed into service in the third quarter of 2025, the Momentum Acquisition in the third quarter of 2026, as well as higher gathering volumes including those from the acquisition of Saber Midstream, LLC in June 2025;
•A $20 million increase in the Piceance region primary due to higher commodity-price driven processing rates and higher volumes; partially offset by
•A $26 million decrease in the Eagle Ford Shale region primarily due to lower MVC revenue and lower gathering volumes due to decreased producer activity;
•A $16 million decrease in the Mid-Continent region due to the sale of certain gas gathering assets in February 2026.
Other segment costs and expenses increased primarily due to higher operating expenses and acquisition-related costs associated with the Momentum Acquisition, as well as higher operating taxes associated with Louisiana Energy Gateway, partially offset by the absence of the third-quarter 2025 $25 million write-off of certain compression assets in the DJ Basin region.
Gain on sale of certain assets reflects the gain from the sale of certain gas gathering assets in the Permian basin in the third quarter of 2026.
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Gas & NGL Marketing Services
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Product sales (1) | $ | 557 | $ | 415 | $ | 1,958 | $ | 1,557 | |||||||||||||||||||||
| Net realized gain (loss) from commodity derivative instruments (1) | (3) | (11) | (159) | (44) | |||||||||||||||||||||||||
| Net unrealized gain (loss) from commodity derivative instruments | 32 | 44 | (41) | 35 | |||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | 29 | 33 | (200) | (9) | |||||||||||||||||||||||||
| Segment revenues | 586 | 448 | 1,758 | 1,548 | |||||||||||||||||||||||||
| Product costs (1) | (545) | (398) | (1,530) | (1,332) | |||||||||||||||||||||||||
Net unrealized gain (loss) from commodity derivative instruments within Net processing commodity expenses | — | 2 | 1 | 4 | |||||||||||||||||||||||||
| Other segment costs and expenses | (19) | (14) | (72) | (71) | |||||||||||||||||||||||||
| Proportional Modified EBITDA of equity-method investments | 17 | 16 | 45 | 27 | |||||||||||||||||||||||||
| Gas & NGL Marketing Services Modified EBITDA | $ | 39 | $ | 54 | $ | 202 | $ | 176 | |||||||||||||||||||||
| Commodity margins | $ | 9 | $ | 6 | $ | 269 | $ | 181 | |||||||||||||||||||||
(1) Included as a component of Commodity margins.
Three months ended September 30, 2026 vs. three months ended September 30, 2025
Gas & NGL Marketing Services Modified EBITDA decreased primarily due to an unfavorable change in Net unrealized gain (loss) from commodity derivative instruments.
Commodity margins increased $3 million primarily due to a $6 million increase in NGL marketing margins including a favorable change in net realized gains and losses on sales of inventory driven by a favorable change in NGL prices.
Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and Net processing commodity expenses changed from 2025 primarily due to a change in forward commodity prices relative to hedge positions in 2026 compared to 2025.
Nine months ended September 30, 2026 vs. nine months ended September 30, 2025
Gas & NGL Marketing Services Modified EBITDA increased primarily due to higher Commodity margins and Proportional Modified EBITDA of equity-method investments, partially offset by an unfavorable change in Net unrealized gain (loss) from commodity derivative instruments.
Commodity margins increased $88 million primarily due to:
•A $68 million increase in natural gas marketing margins, including $62 million of higher natural gas transportation capacity marketing margins primarily driven by favorable net realized pricing spreads;
•A $20 million increase in NGL marketing margins including a favorable change in net realized gains and losses on sales of inventory driven by a favorable change in NGL prices.
Net unrealized gain (loss) from commodity derivative instruments within Segment revenues and Net processing commodity expenses changed from 2025 primarily due to a change in forward commodity prices relative to hedge positions in 2026 compared to 2025.
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Proportional Modified EBITDA of equity-method investments increased driven by the investment in Cogentrix, which was purchased in March 2025.
Other
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||||||||
| Service revenues | $ | 13 | $ | 4 | $ | 21 | $ | 12 | |||||||||||||||||||||
| Product sales (1) | 141 | 136 | 422 | 428 | |||||||||||||||||||||||||
| Net realized gain (loss) from derivative instruments (1) | (13) | 15 | (31) | 22 | |||||||||||||||||||||||||
| Net unrealized gain (loss) from derivative instruments | (10) | 5 | (21) | 16 | |||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | (23) | 20 | (52) | 38 | |||||||||||||||||||||||||
| Net revenues from upstream operations, corporate, and other business activities | 131 | 160 | 391 | 478 | |||||||||||||||||||||||||
Other costs and expenses | (79) | (67) | (203) | (192) | |||||||||||||||||||||||||
| Gain on sale of certain assets | — | — | 194 | — | |||||||||||||||||||||||||
Modified EBITDA from upstream operations, corporate, and other business activities | $ | 52 | $ | 93 | $ | 382 | $ | 286 | |||||||||||||||||||||
| Net realized product sales | $ | 128 | $ | 151 | $ | 391 | $ | 450 | |||||||||||||||||||||
(1) Included as a component of Net realized product sales.
Three months ended September 30, 2026 vs. three months ended September 30, 2025
Modified EBITDA from upstream operations, corporate, and other business activities decreased primarily due to lower Net realized product sales, an unfavorable change in Net unrealized gain (loss) from derivative instruments, and higher Other costs and expenses, partially offset by higher Service revenues.
Service revenues increased primarily due to lease revenues from certain corporate office properties.
Net realized product sales from our upstream operations decreased primarily due to:
•A $30 million decrease driven by the January 2026 sale of certain South Mansfield upstream interests; partially offset by
•A $7 million increase at the Wamsutter region due to $11 million associated with higher production volumes driven by new wells, partially offset by a $4 million decrease driven by lower net realized natural gas prices.
Net unrealized gain (loss) from derivative instruments changed from 2025 primarily due to a change in forward commodity prices relative to hedge positions in 2026 compared to 2025.
Other costs and expenses increased primarily due to higher employee-related incentive compensation and higher Wamsutter upstream operating expenses, partially offset by the absence of upstream operating expenses associated with the disposed South Mansfield upstream interests and higher income associated with regulatory assets related to the effects of deferred taxes on equity funds used during construction.
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Nine months ended September 30, 2026 vs. nine months ended September 30, 2025
Modified EBITDA from upstream operations, corporate, and other business activities increased primarily due to the Gain on sale of certain assets driven by the January 2026 sale of certain South Mansfield upstream interests and higher Service revenues, partially offset by lower Net realized product sales, an unfavorable change in Net unrealized gain (loss) from derivative instruments, and higher Other costs and expenses.
Service revenues increased primarily due to lease revenues from certain corporate office properties.
Net realized product sales from our upstream operations decreased primarily due to:
•A $73 million decrease driven by the January 2026 sale of certain South Mansfield upstream interests; partially offset by
•A $14 million increase at the Wamsutter region due to $47 million associated with higher production volumes driven by new wells, partially offset by a $33 million decrease driven by lower net realized natural gas prices.
Net unrealized gain (loss) from derivative instruments changed from 2025 primarily due to a change in forward commodity prices relative to hedge positions in 2026 compared to 2025.
Other costs and expenses increased primarily due to higher Wamsutter upstream operating expenses and higher employee-related incentive compensation, partially offset by the absence of upstream operating expenses associated with the disposed South Mansfield upstream interests and higher income associated with regulatory assets related to the effects of deferred taxes on equity funds used during construction.
Gain on sale of certain assets relates to the January 2026 sale of the South Mansfield upstream interests.
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Transco - Results of Operations
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| Change* | ||||||||||||||||||||||||||
| 2026 | $ | % | 2025 | |||||||||||||||||||||||
| (Dollars in Millions) | ||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Natural gas transportation service revenues | $ | 2,188 | +54 | +3 | % | $ | 2,134 | |||||||||||||||||||
| Natural gas storage service revenues | 175 | +6 | +4 | % | 169 | |||||||||||||||||||||
| Natural gas product sales | 91 | +10 | +12 | % | 81 | |||||||||||||||||||||
| Other service revenues | 37 | +16 | +76 | % | 21 | |||||||||||||||||||||
| Total revenues | 2,491 | 2,405 | ||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||
| Natural gas product costs | 91 | -10 | -12 | % | 81 | |||||||||||||||||||||
| Operating and maintenance expenses | 393 | -21 | -6 | % | 372 | |||||||||||||||||||||
| Depreciation and amortization expenses | 438 | -12 | -3 | % | 426 | |||||||||||||||||||||
| General and administrative expenses | 174 | -8 | -5 | % | 166 | |||||||||||||||||||||
| Taxes, other than income taxes | 96 | -5 | -5 | % | 91 | |||||||||||||||||||||
| Other operating (income) expense – net | 13 | +12 | +48 | % | 25 | |||||||||||||||||||||
| Total costs and expenses | 1,205 | 1,161 | ||||||||||||||||||||||||
| Operating income (loss) | 1,286 | 1,244 | ||||||||||||||||||||||||
| Interest expense | (251) | -7 | -3 | % | (244) | |||||||||||||||||||||
| Interest income | 32 | +9 | +39 | % | 23 | |||||||||||||||||||||
| Allowance for equity and borrowed funds used during construction (AFUDC) | 52 | +27 | +108 | % | 25 | |||||||||||||||||||||
| Other income (expense) – net | 1 | +4 | NM | (3) | ||||||||||||||||||||||
| Net income (loss) | $ | 1,120 | +75 | +7 | % | $ | 1,045 | |||||||||||||||||||
_______
* + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.
Nine months ended September 30, 2026 vs. nine months ended September 30, 2025
Variances due to the changes in natural gas prices and transportation volumes have little impact on revenues because, under our rate design methodology, the majority of overall cost of service is recovered through firm capacity reservation charges in Transco’s transportation rates.
Transco has cash out sales, which settle gas imbalances with shippers. In the course of providing transportation services to customers, Transco may receive different quantities of gas from shippers than the quantities delivered on behalf of those shippers. Additionally, Transco transports gas on various pipeline systems, which may deliver different quantities of gas on Transco’s behalf than the quantities of gas received from Transco. These transactions result in gas transportation and exchange imbalance receivables and payables. Transco’s tariff includes a method whereby the majority of transportation imbalances are settled on a monthly basis through cash out sales or purchases. The net cash out activity has no impact on Transco’s operating income.
Revenues increased primarily due to:
•An increase in Natural gas transportation service revenues primarily due to placing the following projects into service:
◦The Commonwealth Energy Connector in November 2025;
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Management’s Discussion and Analysis (Continued)
◦The Alabama Georgia Connector in October 2025;
◦The Texas Louisiana Energy Pathway in April 2025;
◦The Southeast Energy Connector in April 2025.
The increase in Natural gas transportation service revenues is also due to higher electric power revenue, partially offset by decreases in commodity revenues, short-term firm transportation, and a cash out surcharge (offset in Other operating (income) expense – net resulting in no net impact on results of operations). Electric power costs are recovered from Transco’s customers through transportation rates and are offset in Operating and maintenance expenses resulting in no net impact on Transco’s results of operations.
•An increase in Natural gas storage service revenues primarily due to an increase in rates.
•An increase in Natural gas product sales due to higher cash-out pricing and volumes, which directly offsets in Natural gas product costs resulting in no net impact on our results of operations.
•An increase in Other service revenues due to higher park and loan services.
Operating and maintenance expenses increased primarily due to higher electric power costs and an increase in labor-related costs. Electric power costs are recovered from customers through transportation rates and are offset in Natural gas transportation service revenues resulting in no net impact on results of operations. This was partially offset by lower natural gas fuel expense due to favorable pricing.
Depreciation and amortization expenses increased primarily due to the 2025 depreciation rate change and new assets placed into service.
General and administrative expenses increased primarily due to higher labor-related costs.
Taxes, other than income taxes increased primarily due to higher property taxes related to new assets placed into service.
Other operating (income) expense – net changed favorably primarily due to lower project feasibility costs and a cash out surcharge (offset in Natural gas transportation service revenues resulting in no net impact on results of operations).
Interest expense was primarily impacted by 2025 debt issuances and a retirement.
Interest income increased due to higher interest income on advances to Williams during 2026.
Allowance for equity and borrowed funds used during construction (AFUDC) increased as a result of higher eligible capital expenditures.
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Management’s Discussion and Analysis (Continued)
NWP - Results of Operations
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| Change* | ||||||||||||||||||||||||||
| 2026 | $ | % | 2025 | |||||||||||||||||||||||
| (Dollars in Millions) | ||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Natural gas transportation service revenues | $ | 340 | +20 | +6 | % | $ | 320 | |||||||||||||||||||
| Natural gas storage service revenues | 11 | — | — | % | 11 | |||||||||||||||||||||
| Other service revenues | 6 | -1 | -14 | % | 7 | |||||||||||||||||||||
| Total revenues | 357 | 338 | ||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||
| Operating and maintenance expenses | 78 | -5 | -7 | % | 73 | |||||||||||||||||||||
| Depreciation and amortization expenses | 92 | -4 | -5 | % | 88 | |||||||||||||||||||||
| General and administrative expenses | 38 | -1 | -3 | % | 37 | |||||||||||||||||||||
| Taxes, other than income taxes | 11 | — | — | % | 11 | |||||||||||||||||||||
| Other operating (income) expense – net | (16) | — | — | % | (16) | |||||||||||||||||||||
| Total costs and expenses | 203 | 193 | ||||||||||||||||||||||||
| Operating income (loss) | 154 | 145 | ||||||||||||||||||||||||
| Interest expense | (25) | -4 | -19 | % | (21) | |||||||||||||||||||||
| Interest income | 10 | +6 | +150 | % | 4 | |||||||||||||||||||||
| Allowance for equity and borrowed funds used during construction (AFUDC) | 10 | +3 | +43 | % | 7 | |||||||||||||||||||||
| Other income (expense) – net | 3 | +3 | NM | — | ||||||||||||||||||||||
| Net income (loss) | $ | 152 | +17 | +13 | % | $ | 135 | |||||||||||||||||||
_______
* + = Favorable change; - = Unfavorable change; NM = A percentage calculation is not meaningful due to a change in signs, a zero-value denominator, or a percentage change greater than 200.
Nine months ended September 30, 2026 vs. nine months ended September 30, 2025
Variances due to changes in natural gas prices and transportation volumes have little impact on revenues because, under our rate design methodology, the majority of overall cost of service is recovered through firm capacity reservation charges in NWP’s transportation rates.
Revenues increased primarily due to higher Natural gas transportation service revenues driven by rate increases and increased firm transportation revenues from new contracts.
Operating and maintenance expenses increased primarily due to higher contracted services related to integrity assessments.
Depreciation and amortization expenses increased primarily due to new assets placed in service.
Interest expense was primarily impacted by a 2025 term loan issuance and retirement.
Interest income increased primarily due to higher interest income on advances to Williams during 2026.
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Management’s Discussion and Analysis (Continued)
Management’s Discussion and Analysis of Financial Condition and Liquidity
Outlook
As previously discussed in Company Outlook, Williams’ growth capital and investment expenditures in 2026 are expected to range from $7.3 billion to $7.9 billion, excluding acquisitions and certain long-lead time equipment for power projects that are backed by reimbursement from the customer if the equipment order is canceled.
In September 2026, Williams acquired Momentum for total consideration of approximately $5.1 billion, including cash, approximately 27 million shares of Williams common stock that is subject to certain holding restrictions, and retention of $869 million outstanding principal amount of Momentum long-term debt (see Note 3 – Acquisitions and Divestitures).
In July 2026, Williams received approximately $3.74 billion related to selling a 49 percent noncontrolling interest in Pantheon. Williams is expected to receive the remainder of the $5.34 billion of committed capital through early 2027, including $1 billion received in October 2026. See Note 1 – Description of Business and Basis of Presentation.
As of September 30, 2026, Williams, including consolidated subsidiaries, had $2.2 billion of long-term debt due within one year. Williams’ potential sources of liquidity available to address these maturities include cash on hand, proceeds from refinancing, the credit facility, or the commercial paper program, as well as proceeds from asset monetizations.
2026 Long-Term Debt Activity
During the first three quarters of 2026, Williams issued $5.5 billion of senior unsecured long-term debt and retired approximately $1.1 billion of senior unsecured long-term debt (see Note 6 – Debt and Banking Arrangements).
Liquidity
Williams expects to have sufficient liquidity to manage its businesses in 2026 based on forecasted levels of cash flow from operations and other sources of liquidity. Williams’ potential material internal and external sources and uses of liquidity are as follows:
| Sources: | |||||
| Cash and cash equivalents on hand | |||||
| Cash generated from operations | |||||
| Distributions from equity-method investees | |||||
| Utilization of the credit facility and/or commercial paper program | |||||
| Cash proceeds from issuance of debt and/or equity securities | |||||
| Proceeds from asset monetizations | |||||
| Uses: | |||||
| Working capital requirements | |||||
| Capital and investment expenditures | |||||
| Product costs | |||||
| Gas & NGL Marketing Services payments for transportation and storage capacity and gas supply | |||||
| Other operating costs, including human capital expenses | |||||
| Quarterly dividends to shareholders | |||||
| Repayments of borrowings under the credit facility and/or commercial paper program | |||||
| Debt service payments, including payments of long-term debt | |||||
| Distributions to noncontrolling interests | |||||
| Share repurchase program | |||||
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Management’s Discussion and Analysis (Continued)
As of September 30, 2026, Williams had $31.7 billion of long-term debt due after one year. Potential sources of liquidity available to address these maturities include cash generated from operations, proceeds from refinancing, the credit facility, the commercial paper program, and proceeds from asset monetizations.
Potential risks associated with Williams’ planned levels of liquidity discussed above include those previously discussed in Company Outlook.
As of September 30, 2026, Williams had a working capital deficit of $1.6 billion, including cash and cash equivalents and long-term debt due within one year.
Effective May 19, 2026, Williams, together with Transco and NWP, extended the maturity of the Williams Credit Agreement to 2031 and entered into the new 364-Day Credit Agreement. Transco and NWP are each subject to borrowing sublimits of $500 million under the existing facility and $100 million under the new facility. See Note 6 – Debt and Banking Arrangements.
Williams’ available liquidity is as follows:
| September 30, 2026 | ||||||||
| (Millions) | ||||||||
| Cash and cash equivalents | $ | 1,756 | ||||||
| Capacity available under the Williams Credit Agreement, less amounts outstanding under Williams’ $3.5 billion commercial paper program (1)(2) | 3,750 | |||||||
| Capacity available under the 364-Day Credit Agreement (2) | 1,000 | |||||||
| $ | 6,506 | |||||||
__________
(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 its commercial paper program. Williams had no Commercial paper outstanding at September 30, 2026. Through September 30, 2026, the highest amount outstanding under the commercial paper program and credit facility during 2026 was $950 million.
(2)Williams, Transco, and NWP expect to be in compliance with the associated financial covenants for the September 30, 2026, reporting period.
Dividends
Williams increased the regular quarterly cash dividend to common stockholders from $0.500 per share paid in each quarter of 2025 to $0.525 per share paid in the first three quarters of 2026.
Distributions from Equity-Method Investees
The organizational documents of entities in which Williams has an equity-method investment generally require periodic distributions of their available cash to their members. In each case, available cash is reduced, in part, by reserves appropriate for operating their respective businesses.
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Management’s Discussion and Analysis (Continued)
Credit Ratings
The interest rates at which Williams is able to borrow money are impacted by its credit ratings, which are currently as follows:
| Rating Agency | Outlook | Senior Unsecured Debt Rating | ||||||||||||
| S&P Global Ratings | Stable | BBB+ | ||||||||||||
| Moody’s Investors Service | Positive | Baa2 | ||||||||||||
| Fitch Ratings | Positive | BBB | ||||||||||||
These credit ratings are included for informational purposes and are not recommendations to buy, sell, or hold Williams securities, and each rating should be evaluated independently of any other rating. No assurance can be given that the credit rating agencies will continue to assign Williams investment-grade ratings even if it meets or exceeds their current criteria for investment-grade ratios. A downgrade of its credit ratings might increase Williams’ future cost of borrowing and, if ratings were to fall below investment-grade, could require it to provide additional collateral to third parties, negatively impacting Williams’ available liquidity.
Sources (Uses) of Cash
The following table summarizes the sources (uses) of cash and cash equivalents for each of the periods presented in Williams’ Consolidated Statement of Cash Flows:
| Cash Flow | Nine Months Ended September 30, | ||||||||||||||||||||||
| Category | 2026 | 2025 | |||||||||||||||||||||
| (Millions) | |||||||||||||||||||||||
| Sources of cash and cash equivalents: | |||||||||||||||||||||||
| Proceeds from long-term debt | Financing | $ | 5,538 | $ | 2,994 | ||||||||||||||||||
| Net cash provided (used) by operating activities | Operating | 4,484 | 4,322 | ||||||||||||||||||||
| Proceeds from sale of partial interest in consolidated subsidiary (Note 1) | Financing | 3,737 | — | ||||||||||||||||||||
| Dispositions – net (Note 3) | Investing | 324 | — | ||||||||||||||||||||
| Proceeds from sale of business (Note 3) | Investing | 187 | — | ||||||||||||||||||||
| Uses of cash and cash equivalents: | |||||||||||||||||||||||
| Capital expenditures | Investing | (5,682) | (2,938) | ||||||||||||||||||||
| Purchases of businesses, net of cash acquired (Note 3) | Investing | (2,816) | (1) | ||||||||||||||||||||
| Common dividends paid | Financing | (1,940) | (1,832) | ||||||||||||||||||||
| Payments of long-term debt | Financing | (1,137) | (1,733) | ||||||||||||||||||||
| Payments of commercial paper – net | Financing | (700) | (284) | ||||||||||||||||||||
| Dividends and distributions paid to noncontrolling interests | Financing | (215) | (197) | ||||||||||||||||||||
| Purchases of and contributions to equity-method investments | Investing | (156) | (192) | ||||||||||||||||||||
| Other sources / (uses) – net | Financing and Investing | 69 | (129) | ||||||||||||||||||||
| Increase (decrease) in cash and cash equivalents | $ | 1,693 | $ | 10 | |||||||||||||||||||
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Management’s Discussion and Analysis (Continued)
Operating activities
The factors that determine Williams’ operating activities are largely the same as those that affect Net income (loss), with the exception of noncash items, such as Depreciation, depletion, and amortization, Provision (benefit) for deferred income taxes, Equity (earnings) losses, Gain on sale of certain assets, Net unrealized (gain) loss from commodity derivative instruments, Gain on disposition of equity-method investments, Inventory write-downs, and Amortization of stock-based awards.
Williams’ Net cash provided (used) by operating activities for the nine months ended September 30, 2026, increased from the nine months ended September 30, 2025, primarily due to higher operating income (excluding noncash items previously discussed) and higher Distributions from equity-method investees, partially offset by unfavorable changes in net operating working capital, which includes the payment of Transco’s rate refunds in 2026, and unfavorable changes in margin requirements.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Williams’ current interest rate risk exposure, inclusive of subsidiaries, is related primarily to its debt portfolio. The debt portfolio is primarily comprised of fixed rate debt, which mitigates the impact of fluctuations in interest rates. Any borrowings under the credit facilities and any issuances under Williams’ commercial paper program could be at a variable interest rate and could expose it to the risk of increasing interest rates. The maturity of Williams’ long-term debt portfolio is partially influenced by the expected lives of its operating assets. Williams may utilize interest rate derivative instruments to hedge interest rate risk associated with future debt issuances (see Note 6 – Debt and Banking Arrangements).
Commodity Price Risk
Williams is exposed to commodity price risk through its natural gas and NGL marketing activities, including contracts to purchase, sell, transport, and store product. Williams routinely manages this risk with a variety of exchange-traded and OTC energy contracts such as forward contracts, futures contracts, and basis swaps, as well as physical transactions. Although many of the contracts used to manage commodity exposure are derivative instruments, these economic hedges are not designated or do not qualify for hedge accounting treatment.
Williams is also exposed to commodity prices through the upstream business and certain gathering and processing contracts. Williams uses derivative instruments to lock in forward sales prices on a portion of expected future production and to lock in NGL margin on a portion of commodity-exposed gathering and processing volumes. These economic hedges are not designated for hedge accounting treatment.
The fair value measurements and maturities of Williams’ commodity derivative assets (liabilities) at September 30, 2026 were as follows:
Total Fair | Maturity | |||||||||||||||||||||||||
Fair Value Measurements Level (1) | Value | 2026 | 2027 - 2028 | 2029 - 2030+ | ||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||
| Level 1 (2) | $ | (142) | $ | (9) | $ | (66) | $ | (67) | ||||||||||||||||||
| Level 2 | (138) | (22) | (101) | (15) | ||||||||||||||||||||||
| Level 3 | 21 | (1) | 1 | 21 | ||||||||||||||||||||||
Fair value of contracts outstanding at September 30, 2026 | $ | (259) | $ | (32) | $ | (166) | $ | (61) | ||||||||||||||||||
_______________
(1)See Note 8 – Fair Value Measurements and Guarantees for discussion of valuation techniques by level within the fair value hierarchy. See Note 9 – Commodity Derivatives for the amount of change in fair value recognized in Williams’ Consolidated Statement of Comprehensive Income.
(2)Commodity derivative assets and liabilities exclude $220 million of net cash collateral in Level 1.
Value at Risk (VaR)
VaR is the maximum predicted loss in portfolio value over a specified time period that is not expected to be exceeded within a given degree of probability. Williams’ VaR may not be comparable to that of other companies due to differences in the factors used to calculate VaR. Williams’ VaR is determined using parametric models with 95 percent confidence intervals and one-day holding periods, which means that 95 percent of the time, the risk of loss in a day from a portfolio of positions is expected to be less than or equal to the amount of VaR calculated. Williams’ open exposure is managed in accordance with established policies that limit market risk and require daily reporting of predicted financial loss to management. Because Williams generally manages physical gas assets and economically protects its positions by hedging in the futures markets, its open exposure is generally mitigated. Williams employs daily risk testing, using both VaR and stress testing, to evaluate the risk of its positions.
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Williams actively monitors open commodity marketing positions and the resulting VaR and maintains a relatively small risk exposure as total buy volume is close to sell volume, with minimal open natural gas price risk.
The VaR associated with Williams’ integrated natural gas trading operations was $3 million at September 30, 2026 and $11 million at December 31, 2025. Williams had the following VaRs for the period shown:
| Nine Months Ended September 30, 2026 | ||||||||||||||
| (Millions) | ||||||||||||||
| Average | $ | 9 | ||||||||||||
| High | 41 | |||||||||||||
| Low | 3 | |||||||||||||
Williams’ non-trading portfolio primarily consists of commodity derivatives that hedge Williams’ upstream business and certain gathering and processing contracts. The VaR associated with these commodity derivatives was $4 million at September 30, 2026 and $2 million at December 31, 2025. Williams had the following VaRs for the period shown:
| Nine Months Ended September 30, 2026 | ||||||||||||||
| (Millions) | ||||||||||||||
| Average | $ | 9 | ||||||||||||
| High | 18 | |||||||||||||
| Low | 1 | |||||||||||||
Item 4. Controls and Procedures
Williams
Disclosure Controls and Procedures
Williams’ management, including the Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act) (Disclosure Controls) or internal control over financial reporting (Internal Controls) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Williams monitors the Disclosure Controls and Internal Controls and makes modifications as necessary; Williams’ intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of Williams’ Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the
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participation of management, including the Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.
Williams completed the Momentum Acquisition on September 3, 2026. Momentum’s total revenues constituted approximately 1 percent of total revenues as shown in Williams’ consolidated financial statements for the nine months ended September 30, 2026. Momentum’s total assets constituted approximately 9 percent of total assets as shown in Williams’ consolidated financial statements at September 30, 2026. Williams has excluded Momentum’s disclosure controls and procedures that are subsumed by their internal control over financial reporting from the scope of management’s assessment of the effectiveness of Williams’ disclosure controls and procedures. This exclusion is in accordance with the guidance issued by the Staff of the Securities and Exchange Commission that an assessment of recent business combinations may be omitted from management’s assessment of internal control over financial reporting for one year following the acquisition.
Changes in Internal Control Over Financial Reporting
There have been no changes during the third quarter of 2026 that have materially affected, or are reasonably likely to materially affect, Williams’ Internal Control over Financial Reporting.
Transco
Disclosure Controls and Procedures
Transco’s management, including the Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act) (Disclosure Controls) or internal control over financial reporting (Internal Controls) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Transco monitors the Disclosure Controls and Internal Controls and makes modifications as necessary; Transco’s intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of Transco’s Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of management, including the Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes during the third quarter of 2026 that have materially affected, or are reasonably likely to materially affect, Transco’s Internal Control over Financial Reporting.
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NWP
Disclosure Controls and Procedures
NWP’s management, including the Principal Executive Officer and Principal Financial Officer, does not expect that disclosure controls and procedures (as defined in Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act) (Disclosure Controls) or internal control over financial reporting (Internal Controls) will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. NWP monitors the Disclosure Controls and Internal Controls and makes modifications as necessary; NWP’s intent in this regard is that the Disclosure Controls and Internal Controls will be modified as systems change and conditions warrant.
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of NWP’s Disclosure Controls was performed as of the end of the period covered by this report. This evaluation was performed under the supervision and with the participation of management, including the Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that these Disclosure Controls are effective at a reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes during the third quarter of 2026 that have materially affected, or are reasonably likely to materially affect, NWP’s Internal Control over Financial Reporting
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Environmental
Certain reportable legal proceedings involving governmental authorities under federal, state, and local laws regulating the discharge of materials into the environment are described below. While it is not possible for Williams to predict the final outcome of the proceedings that are still pending, it does not anticipate a material effect on its consolidated financial position if it received an unfavorable outcome in any one or more of such proceedings. Williams’ threshold for disclosing material environmental legal proceedings involving a governmental authority where potential monetary sanctions are involved is $1 million.
Other environmental matters called for by this Item are described under the caption “Environmental Matters” in Note 10 – Contingencies and Commitments included under Part I, Item 1. Financial Statements of this report, which information is incorporated by reference into this Item.
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Other Litigation
The additional information called for by this Item is provided in Note 10 – Contingencies and Commitments included under Part I, Item 1. Financial Statements of this report, which information is incorporated by reference into this Item.
Item 1A. Risk Factors
Part I, Item 1A. Risk Factors in the Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 24, 2026, includes risk factors that could materially affect Williams’, Transco’s, and NWP’s businesses, financial condition, or future results. Those Risk Factors have not materially changed.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
In September 2021, Williams’ Board of Directors authorized a share repurchase program with a maximum dollar limit of $1.5 billion. Repurchases may be made from time to time in the open market, by block purchases, in privately negotiated transactions, or in such other manner as determined by management. Williams will also determine the timing and amount of any repurchases based on market conditions and other factors. The share repurchase program does not obligate Williams to acquire any particular amount of common stock, and it may be suspended or discontinued at any time. This share repurchase program does not have an expiration date. Williams’ purchases of its equity securities are as follows:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| July 1 - July 31, 2026 | — | $ | — | — | $ | 1,360,938,325 | ||||||||||||||||||||
| August 1 - August 31, 2026 | — | — | — | 1,360,938,325 | ||||||||||||||||||||||
| September 1 - September 30, 2026 | — | — | — | 1,360,938,325 | ||||||||||||||||||||||
| Total | — | — | ||||||||||||||||||||||||
Unregistered Sales of Equity Securities
On September 3, 2026, Williams issued 26,874,496 shares of its common stock, par value $1.00 per share, as consideration for its acquisition of the membership interests of M6 Midstream LLC (Momentum). The issuance of common stock was made at closing of the acquisition pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2026, no director or officer of Williams adopted or terminated a “Rule 10b5-1 trading arrangement,” and no director or officer of Williams adopted or terminated a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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Five-Year Performance Award for Named Executive Officers
On October 29, 2026, the Compensation and Management Development Committee (Committee) of the Board of Directors of The Williams Companies, Inc. (Company) approved a fully performance-based, one-time cash long-term incentive award (Five-Year Performance Award) for Chad Zamarin, President and Chief Executive Officer; Larry Larsen, Executive Vice President and Chief Operating Officer; John Porter, Executive Vice President and Chief Financial Officer; Rob Wingo, Executive Vice President, Corporate Strategic Development; and Lane Wilson, Senior Vice President and General Counsel. The Committee designed the Five-Year Performance Award to focus the executive team on achievement of the Company’s long-term growth and financial-strength objectives through 2030, while also supporting leadership continuity during this critical period of execution. The Five-Year Performance Award is separate from the Company’s regular annual cash incentive and long-term incentive programs and is intended to reinforce performance against distinct long-term objectives over a five-year period.
The performance period for the Five-Year Performance Award is January 1, 2026 to December 31, 2030 and it will be earned only if the Company achieves two rigorous performance conditions: (i) a 10 percent compound annual growth rate in Adjusted EBITDA and (ii) a debt leverage ratio, measured as debt to Adjusted EBITDA as of December 31, 2030, that does not exceed 4.0x. If the debt leverage condition is satisfied, payout may range from target for a 10 percent Adjusted EBITDA compound annual growth rate to a maximum of 200 percent of target for a 16 percent Adjusted EBITDA compound annual growth rate, with payout levels between target and maximum determined by straight-line interpolation. There is no payout opportunity below target, and no amount will be earned unless both the Adjusted EBITDA growth and leverage conditions are satisfied.
Following the performance period, the Committee will certify the level of achievement of the applicable performance conditions. Any earned Five-Year Performance Award will be paid in cash as soon as practicable after certification, but no later than March 15, 2031, subject to the applicable award agreement and The Williams Companies, Inc. 2007 Incentive Plan, including applicable continued-employment, forfeiture and clawback provisions.
Key Terms and Vesting Provisions
Generally, a participant must remain employed by the Company through the payment date to receive the Five-Year Performance Award. A pro-rated Five-Year Performance Award may be paid upon retirement, death, disability or a termination of employment in connection with the sale of a business. The Five-Year Performance Award will be paid at target if either (i) the participant experiences a qualifying termination within two years following a change in control or (ii) the Five-Year Performance Award is not assumed or substantially replaced by a successor. The Five-Year Performance Award will be forfeited upon any voluntary termination, excluding retirement, and upon any involuntary termination, including for cause, performance, reduction in force or position elimination.
The target and maximum Five-Year Performance Award values for each named executive officer are as follows:
| Named Executive Officer | Target Award Value | Maximum Award Value | ||||||||||||
| Chad Zamarin | $8,800,000 | $17,600,000 | ||||||||||||
| Larry Larsen | 5,600,000 | 11,200,000 | ||||||||||||
| John Porter | 5,400,000 | 10,800,000 | ||||||||||||
| Rob Wingo | 4,960,000 | 9,920,000 | ||||||||||||
| Lane Wilson | 4,960,000 | 9,920,000 | ||||||||||||
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Item 6. Exhibits
Williams
| Exhibit No. | Description | |||||||||||||
| 3.1 | — | Amended and Restated Certificate of Incorporation (filed on May 26, 2010, as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). | ||||||||||||
| 3.2 | — | Certificate of Designations of Series B Preferred Stock of The Williams Companies, Inc. (filed on July 17, 2018, as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). | ||||||||||||
| 3.3 | — | Certificate of Amendment dated August 10, 2018 (filed on August 10, 2018, as Exhibit 3.1 to The Williams Companies, Inc.’s current report on Form 8-K (File No. 001-04174) and incorporated herein by reference). | ||||||||||||
| 3.4 | — | By-laws of The Williams Companies, Inc., as last amended effective October 25, 2022 (filed on October 31, 2022, as Exhibit 3.4 to The Williams Companies, Inc.’s current report on Form 10-Q (File No. 001-04174) and incorporated herein by reference). | ||||||||||||
| 10.1§* | — | The Williams Companies, Inc. 2007 Incentive Plan as amended and restated effective July 29, 2026. | ||||||||||||
| 10.2§* | — | Form of Performance-Based Cash Incentive Award between The Williams Companies, Inc. and certain employees. | ||||||||||||
| 31.1* | — | Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S‑K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||
| 31.2* | — | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||
| 32.1** | — | Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||||
| 101.INS* | — | XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document. | ||||||||||||
| 101.SCH* | — | XBRL Taxonomy Extension Schema. | ||||||||||||
| 101.CAL* | — | XBRL Taxonomy Extension Calculation Linkbase. | ||||||||||||
| 101.DEF* | — | XBRL Taxonomy Extension Definition Linkbase. | ||||||||||||
| 101.LAB* | — | XBRL Taxonomy Extension Label Linkbase. | ||||||||||||
| 101.PRE* | — | XBRL Taxonomy Extension Presentation Linkbase. | ||||||||||||
| 104* | — | Cover Page Interactive Data File. The cover page Interactive Data File does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). | ||||||||||||
| * | Filed herewith. | ||||
| ** | Furnished herewith. | ||||
| § | Management contract or compensatory plan or arrangement. | ||||
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Transco
The following instruments are included as exhibits to this report.
Exhibit No. | Description | |||||||
| 2 | Certificate of Conversion of Transcontinental Gas Pipeline Company, LLC dated December 22, 2008 and effective December 31, 2008 (filed on February 24, 2011 as Exhibit 2.1 to Transcontinental Gas Pipe Line Company, LLC’s annual report on Form 10-K (File No. 001-07584) and incorporated herein by reference). | |||||||
| 3.5 | Certificate of Formation of Transcontinental Gas Pipe Line Company, LLC dated December 22, 2008 and effective December 31, 2008 (filed on February 24, 2011 as Exhibit 3.1 to Transcontinental Gas Pipe Line Company, LLC’s annual report on Form 10-K (File No. 001-07584) and incorporated herein by reference). | |||||||
| 3.6 | Amended and Restated Operating Agreement of Transcontinental Gas Pipe Line Company, LLC dated February 17, 2010 (filed on October 28, 2010 as Exhibit 3.2 to Transcontinental Gas Pipe Line Company, LLC’s quarterly report on Form 10-Q (File No. 001-07584) and incorporated herein by reference). | |||||||
| 31.3* | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 31.4* | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||
| 32.2** | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS* | XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||||||
| 101.SCH* | XBRL Taxonomy Extension Schema. | |||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase. | |||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase. | |||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase. | |||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase. | |||||||
| 104* | Cover Page Interactive Data File. The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). | |||||||
| * | Filed herewith. | ||||
| ** | Furnished herewith. | ||||
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NWP
The following instruments are included as exhibits to this report.
Exhibit No. | Description | |||||||
| 2 | Certificate of Conversion of Northwest Pipeline GP (filed July 3, 2013 as Exhibit 2.1 to Transcontinental Gas Pipeline Company, LLC and Northwest Pipeline LLC current report on Form 8-K (File No. 001-07414) and incorporated herein by reference). | |||||||
3.7 | Certificate of Formation of Northwest Pipeline LLC (filed July 3, 2013 as Exhibit 2.2 to Transcontinental Gas Pipeline Company, LLC and Northwest Pipeline LLC current report on Form 8-K (File No. 001-07414) and incorporated herein by reference). | |||||||
3.8 | Operating Agreement of Northwest Pipeline LLC (filed July 3, 2013 as Exhibit 3.1 to Transcontinental Gas Pipeline Company, LLC and Northwest Pipeline LLC current report on Form 8-K (File No. 001-07414) and incorporated herein by reference). | |||||||
| 31.5* | Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. | |||||||
| 31.6* | Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, and Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002. | |||||||
| 32.3** | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||
| 101.INS* | XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. | |||||||
| 101.SCH* | XBRL Taxonomy Extension Schema. | |||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase. | |||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase. | |||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase. | |||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase. | |||||||
| 104* | Cover Page Interactive Data File. The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101). | |||||||
| * | Filed herewith. | ||||
| ** | Furnished herewith. | ||||
88
The Williams Companies, Inc.
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 thereunto duly authorized.
THE WILLIAMS COMPANIES, INC. | |||||
| (Registrant) | |||||
| /s/ Mary A. Hausman | |||||
| Mary A. Hausman | |||||
| Vice President, Chief Accounting Officer and Controller (Duly Authorized Officer and Principal Accounting Officer) | |||||
November 2, 2026
89
Transcontinental Gas Pipe Line Company, LLC
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 thereunto duly authorized.
TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC | |||||
| (Registrant) | |||||
| /s/ Billeigh W. Mark | |||||
| Billeigh W. Mark | |||||
| Controller (Principal Accounting Officer) | |||||
November 2, 2026
90
Northwest Pipeline LLC
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 thereunto duly authorized.
NORTHWEST PIPELINE LLC | |||||
| (Registrant) | |||||
| /s/ Billeigh W. Mark | |||||
| Billeigh W. Mark | |||||
| Controller (Principal Accounting Officer) | |||||
November 2, 2026
91