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NORTHWEST PIPELINE LLC

For the period ended Sep 30, 2026. Filed Nov 2, 2026.

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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.

Sep 30, 2026 · Filed Nov 2, 2026

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

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

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:

(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.

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

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,
Category20262025
(Millions)
Sources of cash and cash equivalents:
Proceeds from long-term debtFinancing$5,538$2,994
Net cash provided (used) by operating activitiesOperating4,4844,322
Proceeds from sale of partial interest in consolidated subsidiary (Note 1)Financing3,737—
Dispositions – net (Note 3)Investing324—
Proceeds from sale of business (Note 3)Investing187—
Uses of cash and cash equivalents:
Capital expendituresInvesting(5,682)(2,938)
Purchases of businesses, net of cash acquired (Note 3)Investing(2,816)(1)
Common dividends paidFinancing(1,940)(1,832)
Payments of long-term debtFinancing(1,137)(1,733)
Payments of commercial paper – netFinancing(700)(284)
Dividends and distributions paid to noncontrolling interestsFinancing(215)(197)
Purchases of and contributions to equity-method investmentsInvesting(156)(192)
Other sources / (uses) – netFinancing and Investing69(129)
Increase (decrease) in cash and cash equivalents$1,693$10

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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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.