Cover and table of contents
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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 March 31, 2026
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.
| April 30, 2026 | |||||
| The Williams Companies, Inc. | 1,222,998,265 | ||||
| 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;
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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, 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.
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.
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
PART I
Next: Item 1. Financial Statements