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NORTHWEST PIPELINE LLC

For the period ended Jun 30, 2025. Filed Aug 4, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 4, 2025

WMB$66.45+3.7%Stored close · as of Nov 9, 2026

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Contents

Management’s Discussion and Analysis of Financial Condition and Liquidity

Outlook

Williams’ growth capital and investment expenditures in 2025 are expected to range from $2.575 billion to $2.875 billion, excluding acquisitions. Growth capital spending in 2025 primarily includes the Socrates Power Innovation project, projects supporting growth in the Haynesville Shale basin (including the Louisiana Energy Gateway expansion project), Transco expansions, all of which are fully contracted with firm transportation agreements, and projects supporting the Northeast G&P business. Williams also expects to invest capital in the development of its 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. Williams intends to fund substantially all planned 2025 capital spending with cash available after paying dividends. Williams retains the flexibility to adjust planned levels of growth capital and investment expenditures in response to changes in economic conditions or business opportunities including the repurchase of its common stock.

During the first six months of 2025, Williams issued $3 billion of long-term debt and retired $750 million of long-term debt (see Note 7 – Debt and Banking Arrangements).

In June 2025, Williams acquired Saber for cash consideration of $47 million and the retention of $113 million of Saber’s debt, which was separately repaid in full within the same month. On January 3, 2025, Williams paid the remaining $100 million of the Gulf Coast Storage Acquisition purchase price obligation (see Note 3 – Acquisitions and Divestitures).

As of June 30, 2025, Williams, including consolidated subsidiaries, has approximately $3.0 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.

Liquidity

Williams expects to have sufficient liquidity to manage its businesses in 2025 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

As of June 30, 2025, Williams has approximately $25.6 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, or the commercial paper program, as well as proceeds from asset monetizations.

Potential risks associated with Williams’ planned levels of liquidity discussed above include those previously discussed in Company Outlook.

As of June 30, 2025, Williams had a working capital deficit of $2.791 billion, including cash and cash equivalents and long-term debt due within one year. Williams’ available liquidity is as follows:

(Millions)
Cash and cash equivalents$903
Capacity available under Williams’ $3.75 billion credit facility, less amounts outstanding under Williams’ $3.5 billion commercial paper program (1)3,750
$4,653

(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 as of June 30, 2025. Through June 30, 2025, the highest amount outstanding under the commercial paper program and credit facility during 2025 was $475 million. Williams expects to be in compliance with the financial covenants associated with the credit facility for the June 30, 2025, reporting period.

Dividends

Williams increased the regular quarterly cash dividend to common stockholders from $0.475 per share paid in each quarter of 2024, to $0.50 per share paid in March and June 2025.

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.

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 AgencyOutlookSenior UnsecuredDebt Rating
S&P Global RatingsStableBBB+
Moody’s Investors ServicePositiveBaa2
Fitch RatingsPositiveBBB

In April 2025 Moody’s Investors Service changed its Outlook from Stable to Positive. In March 2025 S&P Global Ratings changed its Senior Unsecured Debt Rating to BBB+ with Stable Outlook. In January 2025, Fitch Ratings changed its Outlook from Stable to Positive.

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 the Williams Consolidated Statement of Cash Flows:

Cash Flow · Six Months Ended June 30,
Category20252024
(Millions)
Sources of cash and cash equivalents:
Proceeds from long-term debt (Note 7)Financing$2,994$2,100
Net cash provided (used) by operating activitiesOperating2,8832,513
Uses of cash and cash equivalents:
Capital expendituresInvesting(1,984)(1,123)
Payments of long-term debtFinancing(975)(2,274)
Common dividends paidFinancing(1,221)(1,158)
Purchases of and contributions to equity-method investmentsInvesting(179)(82)
Proceeds from (payments of) commercial paper – netFinancing(454)(95)
Dividends and distributions paid to noncontrolling interestsFinancing(131)(130)
Purchases of businesses, net of cash acquired (Note 3)Investing(1)(1,844)
Other sources / (uses) – netFinancing and Investing(89)(2)
Increase (decrease) in cash and cash equivalents$843$(2,095)

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, Net unrealized (gain) loss from commodity derivative instruments, Inventory write-downs, and Amortization of stock-based awards.

Williams’ Net cash provided (used) by operating activities for the six months ended June 30, 2025, increased from the same period in 2024, primarily due to favorable changes in margin requirements and net operating working capital, as well as higher operating income (excluding non-cash items previously discussed).

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