filings.toolsWilliams Companies 10-Q 2025-09-30
Filed 2025-11-03. 8 sections, 384K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
The Williams Companies, Inc.
Transcontinental Gas Pipe Line Company, LLC
Northwest Pipeline LLC
(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. | 1-4174 | Delaware | 73-0569878 | ||||||||
| Transcontinental Gas Pipe Line Company, LLC | 1-7584 | Delaware | 74-1079400 | ||||||||
| Northwest Pipeline LLC | 1-7414 | Delaware | 26-1157701 |
| Address of Principal Executive Offices: | Zip Code: | Registrant’s Telephone Number, Including Area Code: | |||||||||
| The Williams Companies, Inc. | One Williams Center, Tulsa, Oklahoma | 74172 | 800-945-5426 (800-WILLIAMS) | ||||||||
| Transcontinental Gas Pipe Line Company, LLC | 2800 Post Oak Boulevard, Houston, Texas | 77056 | 713-215-2000 | ||||||||
| Northwest Pipeline LLC | One Williams Center, Tulsa, Oklahoma | 74172 | 800-945-5426 |
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. | Common Stock, $1.00 par value | WMB | New York Stock Exchange | ||||||||
| 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. | Yes | ☑ | No | ☐ | ||||||||||
| Transcontinental Gas Pipe Line Company, LLC | Yes | ☑ | No | ☐ | ||||||||||
| Northwest Pipeline LLC | Yes | ☑ | 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. | Yes | ☑ | No | ☐ | ||||||||||
| Transcontinental Gas Pipe Line Company, LLC | Yes | ☑ | No | ☐ | ||||||||||
| Northwest Pipeline LLC | Yes | ☑ | 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. | Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||||||||||
| Transcontinental Gas Pipe Line Company, LLC | Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☑ | Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||||||||||
| Northwest Pipeline LLC | Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-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 30, 2025 | |||||
| The Williams Companies, Inc. | 1,221,218,867 | ||||
| Transcontinental Gas Pipe Line Company, LLC | None | ||||
| Northwest Pipeline LLC | None |
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.
FORM 10-Q
TABLE OF CONTENTS
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:
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Levels of dividends to Williams’ stockholders;
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Future credit ratings of Transco, NWP, and Williams and its affiliates;
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Amounts and nature of future capital expenditures;
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Expansion and growth of business and operations;
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Expected in-service dates for capital projects;
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Financial condition and liquidity;
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Business strategy;
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Cash flow from operations or results of operations;
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Rate case filings;
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Seasonality of certain business components;
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Natural gas, natural gas liquids, and crude oil prices, supply, and demand;
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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:
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Availability of supplies, market demand, and volatility of prices;
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Development and rate of adoption of alternative energy sources;
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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;
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Exposure to the credit risk of customers and counterparties;
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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;
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The ability to successfully identify, evaluate, and timely execute on capital projects and investment opportunities;
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The strength and financial resources of competitors and the effects of competition;
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The amount of cash distributions from and capital requirements of Williams’ investments and joint ventures in which Williams participates;
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The ability of Williams to effectively execute on its financing plan;
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Increasing scrutiny and changing expectations from stakeholders with respect to environmental, social, and governance practices;
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The physical and financial risks associated with climate change;
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The impacts of operational and developmental hazards and unforeseen interruptions;
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The risks resulting from outbreaks or other public health crises;
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Risks associated with weather and natural phenomena, including climate conditions and physical damage to facilities;
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Acts of terrorism, cybersecurity incidents, and related disruptions;
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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;
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Changes in maintenance and construction costs, as well as the ability to obtain sufficient construction- related inputs, including skilled labor;
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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);
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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;
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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;
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Changes in the current geopolitical situation, including the Russian invasion of Ukraine and conflicts in the Middle East;
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Changes in U.S. governmental administration and policies;
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Whether Williams is able to pay current and expected levels of dividends;
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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, 2024, as filed with the SEC on February 25, 2025, as may be supplemented by disclosures in Part II, Item 1A. Risk Factors in subsequent Quarterly Reports on Form 10‑Q.
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
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.
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
Crowheart Acquisition: On November 1, 2024, Williams closed on the acquisition of Crowheart Energy, LLC, resulting in more than a 90 percent ownership interest in certain crude oil and natural gas properties in the Wamsutter basin in Wyoming. Prior to this acquisition, Williams held a 75 percent undivided interest in each well’s working interest.
Discovery Acquisition: On August 1, 2024, Williams closed on the acquisition of the remaining 40 percent interest in Discovery Producer Services, LLC (Discovery) which operates a natural gas gathering and transportation system in the Gulf of America and processing and fractionation facilities in Louisiana, along with certain other assets.
Gulf Coast Storage Acquisition: On January 3, 2024, Williams closed on the acquisition of 100 percent of both Hartree Cardinal Gas, LLC and Hartree Natural Gas Storage, LLC (collectively, “Hartree”), which own natural gas storage facilities and pipelines in Louisiana and Mississippi.
PART I
Item 1. Financial Statements
The Williams Companies, Inc.
Consolidated Statement of Income
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| (Millions, except per-share amounts) | ||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||
| Service revenues | $ | 2,121 | $ | 1,911 | $ | 6,165 | $ | 5,653 | ||||||||||||||||||||||||
| Service revenues – commodity consideration | 45 | 34 | 141 | 82 | ||||||||||||||||||||||||||||
| Product sales | 701 | 703 | 2,416 | 2,158 | ||||||||||||||||||||||||||||
| Net gain (loss) from commodity derivatives | 56 | 5 | 30 | (133) | ||||||||||||||||||||||||||||
| Total revenues | 2,923 | 2,653 | 8,752 | 7,760 | ||||||||||||||||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||||||||||
| Product costs | 471 | 517 | 1,560 | 1,467 | ||||||||||||||||||||||||||||
| Net processing commodity expenses | 14 | 7 | 46 | 29 | ||||||||||||||||||||||||||||
| Operating and maintenance expenses | 583 | 580 | 1,697 | 1,613 | ||||||||||||||||||||||||||||
| Depreciation, depletion, and amortization expenses | 564 | 566 | 1,754 | 1,654 | ||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | 168 | 170 | 530 | 520 | ||||||||||||||||||||||||||||
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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 | 58 | ||||
| Results of Operations | 62 | ||||
| Williams | 62 | ||||
| Transco | 74 | ||||
| NWP | 76 | ||||
| Management’s Discussion and Analysis of Financial Condition and Liquidity | 78 |
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, and 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, 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. All remaining business activities, including upstream operations, certain new energy ventures, and corporate activities, are included in Other. Williams’ reportable segments are comprised of the following business activities:
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Transmission, Power & Gulf is comprised of interstate natural gas pipelines and their related natural gas storage facilities including Transco, NWP, and MountainWest and a 50 percent equity-method investment in Gulfstream; natural gas gathering and processing and crude oil production handling and transportation assets in the Gulf Coast region, including Discovery, a former 60 percent equity-method investment in which Williams acquired the remaining ownership interest in August 2024 (see Note 3 – Acquisitions and Divestitures) and a 51 percent interest in Gulfstar One; and natural gas storage facilities and pipelines providing services in north Texas, and also in Louisiana and Mississippi related to the January 2024 Gulf Coast Storage Acquisition (see Note 3 – Acquisitions and Divestitures). Transmission, Power & Gulf also includes power innovation projects under development that will deliver speed-to-market solutions in grid-constrained markets. This segment was formerly referred to as Transmission & Gulf of America.
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Northeast G&P is comprised of midstream gathering, processing, and fractionation businesses in the Marcellus Shale region primarily in Pennsylvania and New York, and the Utica Shale region of eastern
Management’s Discussion and Analysis (Continued)
Ohio, as well as a 65 percent interest in Northeast JV which operates in West Virginia, Ohio, and Pennsylvania, a 66 percent interest in Cardinal which operates in Ohio, a 50 percent equity-method investment in Blue Racer, and Appalachia Midstream Investments.
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West is comprised of gas gathering, processing, and treating operations in the Rocky Mountain region of Colorado and Wyoming, the Barnett Shale region of north-central Texas, the Eagle Ford Shale region of south Texas, the Haynesville Shale region of east Texas and northwest Louisiana, the Mid-Continent region which includes the Anadarko and Permian basins, and the DJ Basin of Colorado. This segment also includes NGL storage facilities, an undivided 50 percent interest in an NGL fractionator near Conway, Kansas, and a 50 percent equity-method investment in OPPL.
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Gas & NGL Marketing Services is comprised of 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.
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, 2024, dated February 25, 2025.
Dividends
In September 2025, Williams paid a regular quarterly dividend of $0.50 per share.
Overview of Nine Months Ended September 30, 2025
Net income (loss) attributable to The Williams Companies, Inc. for the nine months ended September 30, 2025, increased $145 million compared to the nine months ended September 30, 2024. Further discussion of the results is found in this report in the Results of Operations.
Recent Developments
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 has accrued a related reserve. Transco filed with the FERC in October 2025 for approval of the settlement.
Data Center Power Innovation Projects
Williams continues to pursue projects to support the power demands created by new data center development, including agreements with an unnamed large, investment-grade company to provide onsite natural gas and power generation infrastructure. See Expansion Projects for further discussion.
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 Other, for consideration of approximately $398 million w
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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 facility 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 7 – 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, 2025 were as follows:
| Total Fair Value | Maturity | |||||||||||||||||||||||||
| Fair Value Measurements Level (1) | 2025 | 2026 - 2027 | 2028 - 2029+ | |||||||||||||||||||||||
| (Millions) | ||||||||||||||||||||||||||
| Level 1 (2) | $ | (92) | $ | (12) | $ | (50) | $ | (30) | ||||||||||||||||||
| Level 2 | (204) | (5) | (124) | (75) | ||||||||||||||||||||||
| Level 3 | 8 | 3 | (11) | 16 | ||||||||||||||||||||||
| Fair value of contracts outstanding at September 30, 2025 | $ | (288) | $ | (14) | $ | (185) | $ | (89) |
(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 Income.
(2)Commodity derivative assets and liabilities exclude $211 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.
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 $6 million at September 30, 2025 and $4 million at December 31, 2024. Williams had the following VaRs for the period shown:
| Nine Months Ended September 30, 2025 | ||||||||||||||
| (Millions) | ||||||||||||||
| Average | $ | 8 | ||||||||||||
| High | $ | 18 | ||||||||||||
| Low | $ | 4 |
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 $2 million at September 30, 2025 and $8 million at December 31, 2024. Williams had the following VaRs for the period shown:
| Nine Months Ended September 30, 2025 | ||||||||||||||
| (Millions) | ||||||||||||||
| Average | $ | 9 | ||||||||||||
| High | $ | 18 | ||||||||||||
| Low | $ | 2 |
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
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 purchased Rimrock as part of the Rimrock Asset Purchase on January 31, 2025. Rimrock’s total revenues constituted approximately 2 percent of total revenues as shown in Williams’ consolidated financial statements for the nine months ended September 30, 2025. Rimrock’s total assets constituted approximately 1 percent of total assets as shown in Williams’ consolidated financial statements at September 30, 2025. As disclosed in Note 3 – Acquisitions and Divestitures, Williams acquired Crowheart on November 1, 2024, and its total revenues constituted approximately 1 percent of total revenues as shown in Williams’ consolidated financial statements for the nine months ended September 30, 2025. Crowheart’s total assets constituted approximately 1 percent of total assets as shown in Williams’ consolidated financial statements at September 30, 2025. Williams has excluded Rimrock’s and Crowheart’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 2025 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 2025 that have materially affected, or are reasonably likely to materially affect, Transco’s Internal Control over Financial Reporting.
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 2025 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.
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, 2024, as filed with the SEC on February 25, 2025, 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, 2025 | — | $ | — | — | $ | 1,360,938,325 | ||||||||||||||||||||
| August 1 - August 31, 2025 | — | $ | — | — | $ | 1,360,938,325 | ||||||||||||||||||||
| September 1 - September 30, 2025 | — | $ | — | — | $ | 1,360,938,325 | ||||||||||||||||||||
| Total | — | — |
Item 5. Other Information
During the three months ended September 30, 2025, no director or officer of Williams 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.
On September 10, 2025, T. Lane Wilson, Senior Vice President and General Counsel of Williams, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c)(a “Rule 10b5-1 Trading Plan”) for the sale of up to 24,000 shares of William’s common stock. The Rule 10b5-1 Trading Plan will terminate on November 30, 2026.
Item 6. Exhibits
Williams
| * | Filed herewith. | ||||
| ** | Furnished herewith. | ||||
| § | Management contract or compensatory plan or arrangement. | ||||
| † | Personal Information redacted pursuant to Reg. S-K, Item 601(a)(6). |
Transco
The following instruments are included as exhibits to this report.
| * | Filed herewith. | ||||
| ** | Furnished herewith. |
NWP
The following instruments are included as exhibits to this report.
| * | Filed herewith. | ||||
| ** | Furnished herewith. |
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 3, 2025
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 3, 2025
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 3, 2025