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Cover and table of contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the fiscal year ended | December 31, 2024 | |||||||
| 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 |
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 |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
| The Williams Companies, Inc. | Yes | ☑ | No | ☐ | ||||||||||
| Transcontinental Gas Pipe Line Company, LLC | Yes | ☐ | No | ☑ | ||||||||||
| Northwest Pipeline LLC | Yes | ☐ | No | ☑ |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| 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: (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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
| The Williams Companies, Inc. | ☑ | ||||
| Transcontinental Gas Pipe Line Company, LLC | ☐ | ||||
| Northwest Pipeline LLC | ☐ |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
| The Williams Companies, Inc. | ☑ | ||||
| Transcontinental Gas Pipe Line Company, LLC | ☐ | ||||
| Northwest Pipeline LLC | ☐ |
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
| 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 Act).
| The Williams Companies, Inc. | Yes | ☐ | No | ☑ | ||||||||||
| Transcontinental Gas Pipe Line Company, LLC | Yes | ☐ | No | ☑ | ||||||||||
| Northwest Pipeline LLC | Yes | ☐ | No | ☑ |
The aggregate market value of the voting and nonvoting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second quarter was approximately:
| The Williams Companies, Inc. | $49,974,668,630 | ||||
| Transcontinental Gas Pipe Line Company, LLC | None | ||||
| Northwest Pipeline LLC | None |
The number of shares outstanding of the registrant’s common stock outstanding at February 20, 2025 was:
| The Williams Companies, Inc. | 1,219,369,295 | ||||
| Transcontinental Gas Pipe Line Company, LLC | None | ||||
| Northwest Pipeline LLC | None |
DOCUMENTS INCORPORATED BY REFERENCE
| The Williams Companies, Inc. | Portions of the Williams’ Definitive Proxy Statement for the Williams’ Annual Meeting of Stockholders to be held on April 29, 2025, are incorporated into Part III, as specifically set forth in Part III. | ||||
| 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 I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with the reduced disclosure format specified in General Instructions I(2)(b), (c), and (d) of Form 10-K.
This combined Form 10-K 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-K
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-K.
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
IRS: Internal Revenue Service
NGA: Natural Gas Act of 1938, as amended
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, 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.
DJ Basin Acquisitions: On November 30, 2023, Williams closed on the acquisition of 100 percent of Cureton Front Range, LLC (Cureton) (Cureton Acquisition) and also closed on the acquisition of the remaining 50 percent interest in Rocky Mountain Midstream Holdings LLC (RMM) (RMM Acquisition), both of which operate midstream assets in the Denver-Julesberg (DJ) Basin.
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.
MountainWest Acquisition: On February 14, 2023, Williams closed on the acquisition of 100 percent of MountainWest Pipelines Holding Company (MountainWest), which includes FERC-regulated interstate natural gas pipeline systems and natural gas storage capacity.
Trace Acquisition: On April 29, 2022, Williams closed on the acquisition of 100 percent of Gemini Arklatex, LLC through which the Haynesville Shale region gas gathering and related assets were acquired.
NorTex Asset Purchase: On August 31, 2022, Williams purchased a group of assets in north Texas, primarily natural gas storage facilities and pipelines, from NorTex Midstream Holdings, LLC.
PART I