- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: MARCH 7, 2002 (DATE OF EARLIEST EVENT REPORTED) THE WILLIAMS COMPANIES, INC. (Exact name of registrant as specified in its charter)
ITEM 5. OTHER EVENTS. As previously announced on March 7, 2002, Williams reported it had committed to sell and signed a definitive agreement to sell its Kern River interstate natural gas pipeline business to a unit of MidAmerican Energy Holdings Company for $450 million in cash and assumption of $510 million in debt. The sale closed on March 27, 2002. Included herein are the restated management's discussion and analysis of financial condition and results of operations and the restated consolidated financial statements and schedule of Williams for the three years ended December 31, 2001 and the related report of independent auditors and unaudited Quarterly Financial Data that reflect Kern River Gas Transmission Company as discontinued operations. In addition, other exhibits labeled below as "restated" have been restated to reflect Kern River as discontinued operations. As discussed in Williams' Form 10-Q for the first quarter 2002, certain operations were reclassified to reflect the following transactions and/or changes in management subsequent to the filing of Williams Annual Report on Form 10-K filed March 7, 2002: 1) On April 11, 2002, Williams Energy Partners, a majority-owned subsidiary and reporting segment of Williams, acquired Williams Pipe Line, an operation within the Petroleum Services segment. 2) The transfer of management over an Argentina oil and gas exploration company from within the International segment to the Exploration & Production segment. As part of this filing, Williams has reflected the reclassification of these operations in Exhibit 99(b) below. Any segment information included in those exhibits for Petroleum Services, Williams Energy Partners, Exploration & Production and International have been restated to reflect the above transactions and/or changes in management. Except with respect to the limited matters discussed above, this report speaks as of March 7, 2002, the date Williams filed its Annual Report on Form 10-K for the year ended December 31, 2001, and we have not updated the disclosure in this report to speak as of a later date. All information contained in this report is subject to updating and supplementing as provided in our periodic reports filed with the SEC. This report should be read in conjunction with Williams' Quarterly Report on Form 10-Q for the first quarter 2002 and each current report on Form 8-K filed in 2002. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. The Registrant files the following exhibits as part of this report:
Certain matters discussed in this report, excluding historical information, include forward-looking statements -- statements that discuss Williams' expected future results based on current and pending business operations. Williams makes these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "believes," "expects," "planned," "scheduled" or similar expressions. Although Williams believes these forward-looking statements are based on reasonable assumptions, statements made regarding future results are subject to a number of assumptions, uncertainties and risks that may cause future results to be materially different from the results stated or implied in this document. Additional information about issues that could lead to material changes in performance are discussed on pages 29 through 31 in The Williams Companies, Inc.'s 2001 Form 10-K. 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 hereunto duly authorized. THE WILLIAMS COMPANIES, INC. /s/ GARY R. BELITZ ------------------------------------ Name: Gary R. Belitz Title: Controller (Duly Authorized Officer and Principal Accounting Officer) Date: May 28, 2002
INDEX TO EXHIBITS
EXHIBIT 12 THE WILLIAMS COMPANIES, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS (DOLLARS IN MILLIONS)
EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the following registration statements on Form S-3 and Form S-4, and related prospectuses and in the following registration statements on Form S-8 of The Williams Companies, Inc. of our report dated March 6, 2002, except for the matters described in the fifth and sixth paragraphs of Note 1 and the first paragraph of Note 3, as to which the date is April 11, 2002, with respect to the consolidated financial statements and schedule of The Williams Companies, Inc. included in this Current Report on Form 8-K:
EXHIBIT 99(a) SELECTED FINANCIAL DATA The following financial data as of December 31, 2001 and 2000 and for the three years ended December 31, 2001 are an integral part of, and should be read in conjunction with, the consolidated financial statements and notes thereto. All other amounts have been prepared from the Company's financial records. Certain amounts below have been restated or reclassified (see Note 1). Information concerning significant trends in the financial condition and results of operations is contained in Management's Discussion & Analysis of Financial Condition and Results of Operations on pages 99(b)-1 through 99(b)-34 of this report.
EXHIBIT 99(b) MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RECENT EVENTS Since the fourth quarter 2001 events surrounding the Enron bankruptcy filing, Williams has been engaged in various discussions with investors, analysts, rating agencies and financial institutions regarding the liquidity implications of such to the business strategy of Williams' energy trading activities. More recently, Williams has also been evaluating its contingent obligations regarding guarantees and payment obligations with respect to certain financial obligations of Williams Communications Group, Inc. (WCG) because of uncertainty regarding its ability to perform. In addition, WCG has also announced that it is considering reorganizing under Chapter 11 bankruptcy laws. Both of these situations have resulted in rating agencies issuing statements in February 2002 confirming investment grade ratings, but with certain negative implications. Williams has announced that it is committed to strengthen its balance sheet and retain investment grade ratings and has taken significant steps since the first of the year to ensure that this occurs. Williams has a substantial and diverse asset base that provides strong support for its credit. Following is a summary of the steps that are in progress which Williams believes will strengthen its balance sheet and ensure retention of its investment grade ratings. - A $1 billion reduction in planned capital expenditures - Generate proceeds from sales of assets during 2002 - Initiation of action to eliminate ratings triggers on certain obligations and contingencies that do not appear as debt on the Consolidated Balance Sheet, including the guarantees and payment obligations for WCG's debt - A $50 million reduction from the company's cost structure pursuant to right-sizing the organization as an energy-only business Each of these are discussed in more detail within the Liquidity and Other sections that follow. GENERAL On March 7, 2002, Williams committed to sell and signed a definitive agreement to sell its Kern River interstate natural gas pipeline business to a unit of MidAmerican Energy Holdings Company for $450 million in cash and assumption of $510 million in debt. The sale closed on March 27, 2002. Included herein are the restated management's discussion and analysis of financial condition and results of operations of Williams for the three years ended December 31, 2001 to reflect Kern River Gas Transmission Company as discontinued operations. On March 30, 2001, the board of directors of Williams approved a tax-free spinoff of Williams' communications business, WCG, to Williams' shareholders. On April 23, 2001, Williams distributed 398.5 million shares, or approximately 95 percent of the WCG common stock held by Williams, to holders of record of Williams common stock. As a result, the consolidated financial statements reflect WCG as discontinued operations. In December 2001 and January 2002, the Securities and Exchange Commission (SEC) issued statements regarding disclosures by companies within their Management's Discussion & Analysis of Financial Condition and Results of Operations for 2001. In those statements, the SEC cited certain items that companies should consider including in the 2001 Form 10-Ks, including identification of critical accounting policies and expanded disclosure of certain liquidity matters, certain energy trading activities and transactions similar to related party activities. The following discussions include items that the SEC has encouraged companies to disclose. Unless otherwise indicated, the following discussion and analysis of results of operations, financial condition and liquidity relates to the continuing operations of Williams and should be read in conjunction with 99(b)-1
the consolidated financial statements and notes thereto included within the Financial Statements and Supplementary Data on pages 99(b)-40 through 99(b)-105. CRITICAL ACCOUNTING POLICIES & ESTIMATES Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and assumptions. We believe that the following are some of the more critical judgment areas in the application of our accounting policies that currently affect our financial condition and results of operations. Revenue Recognition -- Gas Pipeline Most of Gas Pipeline's businesses are regulated by the Federal Energy Regulatory Commission (FERC). The FERC regulatory processes and procedures govern the tariff rates that the Gas Pipeline subsidiaries are permitted to charge customers for natural gas sales and services, including the interstate transportation and storage of natural gas. Accordingly, certain revenues are collected by Gas Pipeline which may be subject to refunds upon final orders in pending rate cases with the FERC. In recording estimates of refund obligations, Gas Pipeline takes into consideration Gas Pipeline's and other third-parties regulatory proceedings, advice of counsel and estimated total exposure, as discounted and risk weighted, as well as collection and other risks. At December 31, 2001, approximately $96 million was recorded as subject to refund, reflecting management's estimate of amounts invoiced to customers that may ultimately require refunding. Currently, certain of the Gas Pipeline subsidiaries are involved in rate case proceedings. Depending on the results of these proceedings, the actual amounts allowed to be collected from customers could differ from management's estimate. Revenue Recognition -- Energy Marketing & Trading Energy Marketing & Trading has energy risk management and trading operations that enter into energy contracts to provide price-risk management services to its customers. Energy and energy-related contracts utilized in energy risk management trading activities are recorded at fair value with the net change in fair value of those contracts representing unrealized gains and losses recognized in income currently. The fair value of energy and energy-related contracts is determined based on the nature of the transaction and the market in which transactions are executed. Certain contracts are executed in markets exchange traded or over-the-counter where quoted prices in active markets exist. Transactions are also executed in exchange-traded or over-the-counter markets for which market prices may exist however, the market may be inactive and price transparency is limited. Transactions are also executed for which quoted market prices are not available. Determining fair value for certain contracts involves complex assumptions and judgments when estimating prices at which market participants would transact if a market existed for the contract or transaction. Certain energy-related contracts such as transportation, storage, load servicing and tolling arrangements require Energy Marketing & Trading to assess whether these contracts are executory service arrangements or leases pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, "Accounting for Leases." Energy-related contracts that are determined to be executory contracts are accounted for at fair value. Currently, Williams does not account for any of the energy-related contracts as leases. There currently is not extensive authoritative guidance for determining when an arrangement is a lease or an executory service arrangement. As a result, Williams assesses each of its energy-related contracts and makes the determination based on the substance of each contract focusing on factors such as physical and operational control of the related asset, risks and rewards of owning, operating and maintaining the related asset and other contractual terms. The issue of whether contracts such as these energy-related contracts are an executory contract or a lease is currently being discussed by the Financial Accounting Standards Board's Emerging Issues Task Force. The discussions surrounding this issue are in the early stages of development and any consensus reached on these issues could ultimately impact Williams' accounting for these contracts. Additional discussion of the accounting for energy and energy-related contracts at fair value is included in Note 1 of the Notes to Consolidated Financial Statements and pages 99(b)-18 through 99(b)-24 of Management's Discussion & Analysis of Financial Condition and Results of Operations. 99(b)-2
Valuation of Deferred Tax Assets Williams is required to assess the ultimate realization of deferred tax assets generated from the basis difference in certain investments and businesses. This assessment takes into consideration tax planning strategies, including assumptions regarding the availability and character of future taxable income. At December 31, 2001, Williams maintains $173.3 million of valuation allowances for deferred tax assets from basis differences in investments for which the ultimate realization of the tax asset may be dependent on the availability of future capital gains. The ultimate amount of deferred tax assets realized could be materially different from those recorded, as influenced by potential changes in federal income laws and the circumstances upon the actual realization of related tax assets. Impairment of Long-Lived Assets Williams evaluates the long-lived assets, including other intangibles and related goodwill, of identifiable business activities for impairment when events or changes in circumstances indicate, in management's judgment, that the carrying value of such assets may not be recoverable. In addition to those long-lived assets for which impairment charges were recorded (see Note 5), others were reviewed for which no impairment was required under a "held for use" computation. These computations utilized judgments and assumptions inherent in management's estimate of undiscounted future cash flows to determine recoverability of an asset. It is possible that a computation under a "held for sale" situation for certain of these long-lived assets could result in a significantly different assessment because of market conditions, specific transaction terms and a buyer's different viewpoint of future cash flows. Contingent Liabilities Williams establishes reserves for estimated loss contingencies when it is management's assessment that a loss is probable and the amount of the loss can be reasonably estimated. Revisions to contingent liabilities are reflected in income in the period in which different facts or information become known or circumstances change that affect the previous assumptions with respect to the likelihood or amount of loss. Reserves for contingent liabilities are based upon management's assumptions and estimates, advice of legal counsel or other third parties regarding the probable outcomes of the matter. Should the outcome differ from the assumptions and estimates, revisions to the estimated reserves for contingent liabilities would be required. 99(b)-3
RESULTS OF OPERATIONS CONSOLIDATED OVERVIEW The following table and discussion is a summary of Williams' consolidated results of operations. The results of operations by segment are discussed in further detail beginning on page 99(b)-7.
2000 of reduction to rate refund liabilities and approximately $41 million of impairment charges and loss accruals within Energy Services. Included in operating income are general corporate expenses which increased $27.1 million, or 28 percent, due primarily to an increase in advertising costs (which includes a branding campaign of $12 million) and higher charitable contributions. Interest accrued -- net increased $92.1 million, or 15 percent, due primarily to the $72 million effect of higher borrowing levels offset by the $43 million effect of lower average interest rates, $19 million in interest expense related to an unfavorable court decision involving Transcontinental Gas Pipe Line (Transco), a $14 million increase in interest expense related to deposits received from customers relating to energy risk management and trading and hedging activities, a $12 million increase in amortization of debt expense and a $4 million increase in interest expense on rate refund liabilities. The increase in long-term debt includes the $1.1 billion of senior unsecured debt securities issued in January 2001 and $1.5 billion of long-term debt securities issued in August 2001 related to the cash portion of the Barrett acquisition. Investing income decreased $305.1 million, due primarily to fourth-quarter 2001 charges for a $103 million provision for doubtful accounts related to the minimum lease payments receivable from WCG, an $85 million provision for doubtful accounts related to a $106 million deferred payment for services provided to WCG and a $25 million write-down of the remaining investment basis in WCG common stock (see Note 3). In addition, the decrease also reflects a $94.2 million charge in third-quarter 2001, representing declines in the value of certain investments, including $70.9 million related to Williams' investment in WCG and $23.3 million related to losses from other investments, which were deemed to be other than temporary (see Note 4). In addition, the decrease in investing income reflects a $13 million decrease in dividend income due to the sale of the Ferrellgas Partners L.P. (Ferrellgas) senior common units in second-quarter 2001. The decreases to investing income (loss) were slightly offset by increased interest income of $17 million related to margin deposits. Preferred returns and minority interest in income of consolidated subsidiaries increased $9.5 million, or 16 percent, due primarily to preferred returns of Snow Goose LLC, formed in December 2000, and minority interest in income of Williams Energy Partners L.P., partially offset by a $10 million decrease of preferred returns related to the second-quarter 2001 redemption of Williams obligated mandatorily redeemable preferred securities of Trust. Other income (expense) -- net increased $27.6 million due primarily to a $12 million increase in capitalization of interest on internally generated funds related to various capital projects at certain FERC regulated entities and $6 million lower losses from the sales of receivables to special purpose entities (see Note 18). The provision for income taxes is comparable for both years. The effective income tax rate for 2001 is greater than the federal statutory rate due primarily to valuation allowances associated with the investing losses, for which no tax benefits were provided plus the effects of state income taxes. The effective income tax rate for 2000 is greater than the federal statutory rate due primarily to the effects of state income taxes. Loss from discontinued operations for 2001 includes a $1.17 billion after-tax charge related to accruals for contingent obligations related to guarantees and payment obligations related to WCG and a $147.5 million after-tax loss from the operations of WCG, partially offset by $41.1 million after-tax income from the operations of Kern River (see Note 3). The $401.1 million loss from discontinued operations for 2000 represents a $441.1 after-tax loss from the operations of WCG, partially offset by $40 million of after-tax income from the operations of Kern River. 2000 vs. 1999 Consolidated Overview. Williams' revenues increased $3 billion, or 46 percent, due primarily to higher revenues from natural gas and electric power services, increased petroleum products and natural gas liquids average sales prices and sales volumes and the contribution from Canadian operations within Midstream Gas & Liquids acquired in fourth-quarter 2000. Partially offsetting these increases were lower fleet management, retail natural gas, electric and propane revenues following the 1999 sales of these businesses. 99(b)-5
Segment costs and expenses increased $1.9 billion, or 36 percent, due primarily to higher costs related to increased petroleum products and natural gas liquids average purchase prices and volumes purchased and costs related to the Canadian operations acquired in fourth-quarter 2000. Also contributing to the increases were higher variable compensation levels associated with improved performance and higher impairment charges and guarantee loss accruals at Energy Marketing & Trading. Partially offsetting these increases were lower fleet management, retail natural gas, electric and propane costs following the sales of these businesses in 1999. Operating income increased $1.0 billion, or 97 percent, primarily reflecting improved natural gas and electric power services margins and higher per-unit natural gas liquids margins at Midstream Gas & Liquids, increased transportation demand revenues and the net effect of reductions to rate refund liabilities in 2000 over 1999, partially offset by higher variable compensation levels and the higher impairment charges and guarantee loss accruals in 2000. Included in operating income are general corporate expenses, which increased $20.3 million, or 26 percent, and include $16.9 million and $10.8 million in 2000 and 1999, respectively, of general corporate costs that would have otherwise been allocated to discontinued operations. Interest accrued -- net increased $107 million, or 21 percent, due primarily to the $72 million effect of higher borrowing levels combined with the $51 million effect of higher average interest rates. These increases reflect the higher levels of short-term borrowing towards the end of 2000. Investing income (loss) increased $80.1 million due primarily to $32 million higher interest income, $28 million from higher net earnings from equity investments and $18 million higher dividend income associated primarily with the Ferrellgas senior common units. Preferred returns and minority interest in income of consolidated subsidiaries increased $19.8 million. The change is due primarily to the preferred returns related to Williams obligated mandatorily redeemable preferred securities of Trust issued in December 1999. The provision for income taxes increased $396.1 million primarily due to higher pre-tax income. The effective income tax rate in 2000 and 1999 exceeds the federal statutory rate due primarily to the effects of state income taxes. Loss from discontinued operations includes losses of $441.1 million and $198.7 million related to WCG in 2000 and 1999, respectively, and after-tax income of $40 million and $33.4 million related to Kern River in 2000 and 1999, respectively. WCG's losses in 2000 include a $323.9 million estimated pre-tax loss on disposal of a WCG segment that installs and maintains communications equipment and network services. In January 2001, WCG approved a plan for the disposal of its Solutions segment. Excluding the loss on disposal, WCG's pre-tax loss decreased $19.6 million as compared to 1999. Revenues increased over 1999 due primarily to growth in voice and data services partially offset by lower dark fiber revenue. WCG's expenses increased due primarily to the growth of network operations and infrastructure. WCG had increased operating losses as a result of providing customer services prior to completion of the new network, higher depreciation and network lease expense as the network is brought into service and higher selling, general and administrative expenses including costs associated with infrastructure growth and improvement. WCG also had higher interest expense as a result of increased debt levels in support of continued expansion and new projects. WCG's increased operating losses were substantially offset by higher investing income including a $214.7 million gain from the conversion of WCG's common stock investment in Concentric Network Corporation for common stock of XO Communications, Inc. (formerly Nextlink Communications, Inc.) pursuant to a merger of those companies in June 2000, net gains totaling $93.7 million from the sale of certain marketable equity securities, a $16.5 million gain on the sale of a portion of the investment in ATL-Algar Telecom Leste S.A. (ATL) and higher interest income. These were partially offset by $34.5 million of losses related to write-downs of certain cost basis and equity investments. The $65.2 million 1999 extraordinary gain results from the sale of Williams' retail propane business (see Note 7). 99(b)-6
RESULTS OF OPERATIONS -- SEGMENTS Williams is organized into three industry groups: Energy Marketing & Trading, Gas Pipeline and Energy Services (includes Exploration & Production, International, Midstream Gas & Liquids, Petroleum Services, and Williams Energy Partners). Williams evaluates performance based upon segment profit (loss) from operations (see Note 22). On April 11, 2002, Williams Energy Partners acquired Williams Pipe Line, an operation within the Petroleum Services segment. Accordingly, Williams Pipe Line's results of operations have been transferred from the Petroleum Services segment to the Williams Energy Partners segment. Also in the first quarter of 2002, management of APCO Argentina was transferred from the International segment to the Exploration & Production segment to align exploration activities. Prior period amounts have been restated to reflect these changes. The following discussions relate to the results of operations of Williams' segments. ENERGY MARKETING & TRADING
Additional discussion of the accounting for energy risk management and trading activities at fair value is included in Note 1 of the Notes to Consolidated Financial Statements and pages 99(b)-18 through 99(b)-24 of Management's Discussion & Analysis of Financial Condition and Results of Operations. The $112 million decrease in non-trading revenues is due primarily to declining prices on ethane and lower ethylene volumes and prices related to marketing of products of a petrochemical plant acquired by Williams in early 1999. These decreases were partially offset by a $4 million increase in non-trading power services revenues. Costs and operating expenses decreased by $95 million, or 32 percent, due primarily to lower ethane, propane, and olefin prices in 2001, partially offset by higher cost of sales and operating expenses relating to the non-trading power services activities. These variances are associated with the corresponding changes in non-trading revenues discussed above. Other (income) expense -- net in 2000 includes $47.5 million in guarantee loss accruals and impairment charges (see Note 5), a $16.3 million impairment of assets related to a distributed power generation business, and a $12.4 million gain on the sale of certain natural gas liquids contracts. Included in 2001, is a $13.3 million impairment of assets related to a terminated expansion project. Segment profit increased $263.6 million due primarily to the $411 million higher trading revenues discussed above and the effect of the $63.8 million of guarantee loss accruals and impairment charges in 2000. Partially offsetting these increases were $141 million higher selling, general and administrative costs, $27 million lower margins from non-trading natural gas liquids operations, a $23.3 million loss from the write-downs of marketable equity securities and a cost-based investment (see Note 4), the $13.3 million impairment of assets related to a terminated expansion project, and the $12.4 million effect of the 2000 gain on sale of certain natural gas liquids contracts. The higher selling, general and administrative costs primarily reflect $40 million of higher variable compensation levels associated with improved operating performance, increased outside service costs, increased costs as a result of additional staff, as well as $13 million of increased charitable contributions to state universities, and $19 million of costs related to a European trading and marketing office in London which began operations in 2001. 2000 vs. 1999 Energy Marketing & Trading's revenues increased $910.3 million, or 137 percent, due to a $1,071 million increase in trading revenues partially offset by a $161 million decrease in non-trading revenues. The $1,071 million increase in trading revenues is due primarily to higher natural gas and electric power services margins. The higher gas and electric power services margins reflect the benefit of price volatility and increased demand for ancillary services, primarily in the western region of the United States, expanded price risk management services including higher structured transactions margins, increased overall market demand and increased trading volumes. The increased trading volumes and price risk management services reflect the expansion of the power trading portfolio to include an additional 2,350 megawatts from contracts giving Energy Marketing & Trading the right to market combined capacity from three power generating plants which were signed in late 1999 and early 2000. At December 31, 2000, Energy Marketing & Trading had rights to market 7,000 megawatts of electric generation capacity for periods ranging from 15 to 20 years. Of the 7,000 megawatts, approximately 4,000 megawatts are from facilities in California. The $161 million decrease in non-trading revenues is due primarily to $226 million lower revenues following the sale of retail natural gas, electric and propane businesses in 1999, partially offset by $19 million higher revenues from a distributed power generation business that was transferred from Petroleum Services during 2000 and $33 million higher natural gas liquids revenues resulting from higher average sales prices and volumes attributable to marketing the products of a petrochemical plant that was acquired by Williams in early 1999. Costs and operating expenses decreased $129 million, or 30 percent, due primarily to lower natural gas, electric and propane cost of sales and operating expenses of $112 million and $91 million, respectively, partially offset by $20 million higher cost of sales and operating expenses relating to the distributed power 99(b)-8
generation business and $25 million higher natural gas liquids cost of sales attributable to the petrochemical plant. These variances are associated with the corresponding changes in non-trading revenues discussed above. Other (income) expense -- net changed unfavorably from income of $23 million in 1999 to expense of $48 million in 2000. The expense for 2000 includes $47.5 million of guarantee loss and impairment accruals (see Note 5) and a $16.3 million impairment of assets to fair value based on expected net proceeds related to management's decision and commitment to sell its distributed power generation business. Partially offsetting these 2000 charges was a $12.4 million gain on the sale of certain natural gas liquids contracts. Other (income) expense -- net in 1999 includes a $22.3 million gain on the sale of retail natural gas and electric operations. Segment profit increased $903.9 million, from $104 million in 1999 to $1,007.9 million in 2000, due primarily to $1,073 million higher trading margins primarily related to natural gas and electric power services. Partially offsetting the higher margins were $66 million higher selling, general and administrative costs, the $47.5 million guarantee loss and impairment accruals, the $16.3 million impairment of the distributed power generation business, the $22.3 million gain in 1999 on sale of retail natural gas and electric operations and a $23 million lower contribution from retail natural gas, electric and propane following the sale of those businesses in 1999. The higher selling, general and administrative costs primarily reflect higher variable compensation levels associated with improved operating performance, partially offset by $40 million of selling, general and administrative costs related to the retail natural gas, electric and propane businesses sold in 1999. Potential Impact of California Power Regulation and Litigation At December 31, 2001, Energy Marketing & Trading had net accounts receivable recorded of approximately $388 million for power sales to the California Independent System Operator and the California Power Exchange Corporation (CPEC). While the amount recorded reflects management's best estimate of collectibility, future events or circumstances could change those estimates. In March and April of 2001, two California power-related entities, the CPEC and Pacific Gas and Electric Company (PG&E), filed for bankruptcy under Chapter 11. On September 20, 2001, PG&E filed a reorganization plan as part of its Chapter 11 bankruptcy proceeding that seeks to pay all of its creditors in full. California utility regulators agreed on October 2, 2001, to a settlement in which a Edison International unit, Southern California Edison, will repay its back debt out of existing rates by 2005. The agreement settles a federal-court lawsuit in which the utility sought to force the California Public Utilities Commission to raise rates and allows the utility to recover an estimated $3 billion in back debt. Both the reorganization plan and the settlement agreement are subject to current challenges, further legal proceedings and regulatory approvals. Williams does not believe its credit exposure to these utilities will result in a materially adverse effect on its results of operations or financial condition. As discussed in Rate and Regulatory Matters and Related Litigation in Note 19 of the Notes to Consolidated Financial Statements, the FERC and the DOJ have issued orders or initiated actions which involve Williams Energy Marketing & Trading related to California and the western states electric power industry. In addition to these federal agency actions, a number of federal and state initiatives addressing the issues of the California electric power industry are also ongoing and may result in restructuring of various markets in California and elsewhere. Discussions in California and other states have ranged from threats of re-regulation to suspension of plans to move forward with deregulation. Allegations have also been made that the wholesale price increases resulted from the exercise of market power and collusion of the power generators and sellers, such as Williams. These allegations have resulted in multiple state and federal investigations as well as the filing of class-action lawsuits in which Williams is a named defendant (see Other Legal Matters in Note 19). Most of these initiatives, investigations and proceedings are in their preliminary stages and their likely outcome cannot be estimated. There can be no assurance that these initiatives, investigations and proceedings will not have an adverse effect on Williams' results of operations or financial condition. 99(b)-9
GAS PIPELINE
associated with year 2000 compliance work, efficiencies realized from the headquarters consolidation of two of the pipelines and other cost reduction initiatives and the effect of a $2.3 million accrual in 1999 for damages associated with two pipeline ruptures in the northwest, partially offset by expenses related to the headquarters consolidation and higher charitable contributions in 2000. Partially offsetting the segment profit increases were $15 million higher depreciation expense primarily due to increased property, plant and equipment, and $6 million of accruals for gas exchange imbalances. ENERGY SERVICES EXPLORATION & PRODUCTION
Segment profit increased $145 million due primarily to the higher domestic production revenues in excess of costs. A major portion of this increase can be attributed to the Barrett acquisition. In addition, segment profit included $9 million in equity earnings from the 50 percent investment in Barrett held by Williams for the period from June 11, 2001 through August 2, 2001, partially offset by $6 million lower equity earnings from an Argentina oil and gas investment. 2000 vs. 1999 Exploration & Production's revenues increased $115 million, or 55 percent, due primarily to $65 million from increased average domestic natural gas sales prices (net of the effect of hedge positions), $35 million associated with increases in both company-owned domestic production volumes and marketing volumes from the Williams Coal Seam Gas Royalty Trust and royalty interest owners and an $8 million contribution in first-quarter 2000 of domestic oil and gas properties acquired in April 1999. Additionally, oil and gas exploration operations in Argentina had $11 million higher revenues. Exploration & Production hedged approximately 50 percent of domestic production in 2000. Other (income) expense -- net in 2000 includes a $6 million impairment charge relating to management's decision to sell certain domestic gas producing properties. The charge represents the impairment of the assets to fair value based on expected net proceeds. Other (income) expense -- net in 1999 includes a $14.7 million gain from the sale of certain interests in domestic gas producing properties which contributed $2 million to segment profit in 1999 and a $7.7 million gain from the sale of certain other domestic properties. Segment profit increased $36.3 million, or 76 percent, due primarily to the higher domestic revenues discussed previously, partially offset by $43 million higher domestic gas purchase costs related to the marketing of natural gas from the Williams Coal Seam Gas Royalty Trust and royalty interest owners, $22 million of gains on sales of domestic assets in 1999, $10 million higher domestic production-related taxes and the $6 million impairment charge in 2000. Also contributing to the increase was an $8 million increase in operating income from Argentina activities and $6 million higher equity earnings from an Argentina oil and gas investment. INTERNATIONAL
Segment loss increased $175.6 million primarily due to the $170 million impairment of the soda ash mining facility mentioned above as well as additional losses from soda ash mining operations of $31 million, both of which are attributable to the operational and implementation complications since production began in late 2000. Equity losses increased $5 million due to an $8 million increase in equity losses from the Lithuanian refinery, pipeline and terminal investment, partially offset by $3 million of equity earnings on an investment in a natural gas liquids (NGL) extraction and processing joint venture acquired in 2001. The Lithuanian refinery, pipeline and terminal investment continued to be challenged by a lack of market-priced crude oil supplies in the first-half of 2001. Additionally, a decrease in refinery crack spreads on the world market significantly contributed to the losses in 2001. Slightly offsetting these losses was an $18 million increase from a new Venezuelan gas compression facility which began operations in third-quarter 2001. 2000 vs. 1999 International's revenues increased $20.7 million, or 39 percent, due primarily to $17 million higher Venezuelan gas compression revenues reflecting higher volumes in 2000 following operational problems experienced in first-quarter 1999. Costs and operating expenses increased $15 million due primarily to $8 million related to soda ash mining operations which began in fourth-quarter 2000 and $5 million higher costs related to a Venezuelan gas compression facility. Segment loss decreased $4.3 million due primarily to $14 million from increased operating income from Venezuelan gas compression operations, partially offset by a $7 million operating loss related to soda ash mining operations and $1 million higher international equity investment losses. The $1 million higher international equity investment losses were due primarily to a Lithuanian refinery, pipeline and terminal investment acquired in fourth-quarter 1999, which continued to be challenged in obtaining market-priced crude oil supplies and had not yet consummated any long-term contracts, substantially offset by a change in accounting for an equity investment to a cost basis investment following a reduction of management influence. MIDSTREAM GAS & LIQUIDS
associated with certain propane storage transactions and $6 million lower domestic power costs related to the natural gas liquids pipelines. General and administrative expenses decreased $2 million, or 2 percent, due primarily to $12 million of reorganization and early retirement costs incurred in 2000, substantially offset by $11 million of general and administrative expenses related to the Canadian operations for the first three quarters of 2001. Included in other (income) expense -- net within segment costs and expenses for 2001 is $13.8 million of impairment charges related to management's 2001 decisions and commitments to sell certain south Texas non-regulated gathering and processing assets. The $13.8 million in impairment charges represent the impairment of the assets to fair value based on expected proceeds from the sales. These sales closed during first-quarter 2002. Segment profit decreased $76.3 million, or 26 percent, due primarily to $54 million from lower average per-unit domestic natural gas liquids margins and $22 million from decreased domestic natural gas liquids volumes sold, $26 million higher domestic operating and maintenance costs, $13.8 million due to the impairment charge discussed above and $13 million higher losses from equity investments. Partially offsetting these decreases to segment profit were $14 million lower domestic general and administrative expenses, $11 million higher domestic gathering revenues, $12 million of losses associated with certain propane storage transactions during 2000 and $6 million lower domestic power costs related to the natural gas liquids pipelines. 2000 vs. 1999 Midstream Gas & Liquids' revenues increased $484.3 million, or 47 percent, due primarily to $267 million higher natural gas liquids sales from processing activities and $183 million in revenues from Canadian operations purchased in October 2000. The liquids sales increase reflects $172 million from a 49 percent increase in average natural gas liquids sales prices and $95 million from a 37 percent increase in volumes sold. The increase in natural gas liquids sales volumes result from improved liquids market conditions in 2000 and a full year of results from a plant that became operational in June 1999. The $183 million of revenues from the Canadian operations consist primarily of $165 million in natural gas liquids sales and $15 million of processing revenues. In addition, revenues increased due to $25 million higher natural gas liquids pipeline transportation revenues associated with increased shipments following improved market conditions and the completion of the Rocky Mountain liquids pipeline expansion in November 1999. Costs and operating expenses increased $412 million, or 60 percent, due primarily to the $183 million of expenses related to the Canadian operations, $147 million higher liquids fuel and replacement gas purchases, $17 million higher power costs related to the natural gas liquids pipeline, $17 million in higher gathering and processing fuel costs due to increased natural gas prices and a full year of operation for two processing facilities, $15 million higher transportation, fractionation, and marketing expenses related to the higher natural gas liquid sales, $14 million higher depreciation expense, and $12 million of losses associated with certain propane storage transactions. General and administrative expenses increased $11 million, or 11 percent, due primarily to $12 million of reorganization costs and $3 million associated with the Canadian operations purchased in 2000. The $12 million of reorganization costs relate to the reorganization of Midstream's operations including the consolidation in Tulsa of certain support functions previously located in Salt Lake City and Houston. In connection with this, Williams offered certain employees enhanced retirement benefits under an early retirement incentive program in first-quarter 2000, and incurred severance, relocation and other exit costs. Segment profit increased $74 million, or 33 percent, due primarily to $81 million from higher per-unit natural gas liquids margins, $24 million from increased natural gas liquids volumes sold, $8 million lower equity investment losses mainly from the Discovery Pipeline project and $6 million from the natural gas liquids pipeline. Partially offsetting these increases to segment profit were $14 million higher depreciation expense, $17 million higher gathering and processing fuel costs, $12 million of propane storage losses and $11 million higher general and administrative expenses. 99(b)-14
PETROLEUM SERVICES
Included in other (income) expense -- net within segment costs and expenses for 2001, is a $75.3 million gain from the sale of 198 convenience stores, primarily in the Tennessee metropolitan areas of Memphis and Nashville. Also included in other (income) expense -- net within segment costs and expenses in 2001 is a total of $14.7 million in loss accruals and impairment charges related to certain travel centers. This amount includes the estimated liability associated with the residual value guarantee of certain travel centers under an operating lease and the impairment of certain other travel centers to fair value based on management's estimate. Assessments for potential impairments are done on a store by store basis. Also included in other (income) expense -- net within segment costs and expenses in 2001 and 2000 are impairment charges of $12.1 million and $11.9 million, respectively, related to an end-to-end mobile computing systems business. The impairment charges result from management's decision in 2000 to sell certain of its end-to-end mobile computing systems and represents the impairment of the assets to fair value based on expected net sales proceeds, as revised. Other (income) expense -- net within segment costs and expenses in 2000 also included a $7 million write-off of a retail software system. Segment profit increased $109.3 million, or 117 percent, due primarily to an increase of $71 million from refining and marketing operations and $17 million from Williams interest in TAPS acquired in late June 2000. In addition, segment profit increased due to a $75.3 million gain on the sale of convenience stores in May 2001. Partially offsetting these increases were a $32 million increase in operating losses from the travel centers and Alaska convenience stores, the $14.7 million in loss accruals and impairment charges related to certain travel centers and $17 million lower operating profit from activities at the petrochemical plant as revenues decreased due to plant turnaround and curtailed production without a corresponding decrease in cost. 2000 vs. 1999 Petroleum Services' revenues increased $1,590.2 million, or 59 percent, due primarily to $1,376 million higher refinery revenues (including $240 million higher intra-segment sales to the travel centers/convenience stores which are eliminated) and $455 million higher travel center/convenience store sales. The $1,376 million increase in refinery revenues reflects $1,113 million from 59 percent higher average refined product sales prices and $263 million from a 16 percent increase in refined product volumes sold. The increase in refined product volumes sold follows refinery expansions and improvements in mid-to-late 1999 and May 2000 which increased capacity. The $455 million increase in travel center/convenience store sales reflects $260 million from 32 percent higher average gasoline and diesel sales prices, $171 million primarily from a 64 percent increase in diesel sales volumes and $24 million higher merchandise sales. The increase in diesel sales volumes and the higher merchandise sales reflect the opening of eight new travel centers since fourth-quarter 1999. Slightly offsetting these increases were $91 million lower fleet management revenues following the sale of a portion of such operations in late 1999, $21 million lower distribution revenues due to a reduction of a propane trucking operation and $16 million lower pipeline construction revenues following substantial completion of the Longhorn pipeline project. In December 2000, Williams signed an agreement to sell 198 of its convenience stores, primarily in the Tennessee metropolitan areas of Memphis and Nashville. Revenues related to these convenience stores for 2000 and 1999 were $466 million and $453 million, respectively. The sale closed in May 2001. Costs and operating expenses increased $1,538 million, or 60 percent, due primarily to $1,349 million higher refining costs and $470 million higher travel center/convenience store costs (including $240 million higher intra-segment purchases from the refineries which are eliminated). The $1,349 million increase in refining costs reflects $1,088 million from higher crude supply costs and other related per-unit cost of sales, $221 million associated with increased volumes sold and $40 million higher operating costs at the refineries. The $470 million increase in travel center/convenience store costs includes $273 million from higher average gasoline and diesel purchase prices, $159 million primarily from increased diesel sales volumes and $38 million higher store operating costs. Slightly offsetting these increases were $101 million lower fleet management operating costs following the sale of a portion of such operations in late 1999, $18 million lower cost of distribution activities following a reduction of a propane trucking operation and $14 million lower pipeline construction costs following substantial completion of the Longhorn pipeline project. 99(b)-16
Other (income) expense -- net for 2000 includes a $11.9 million impairment charge related to end-to-end mobile computing systems and a $7 million write-off of a retail software system. The impairment charge results from management's decision to sell certain of its end-to-end mobile computing systems and represents the impairment of the assets to fair value based on expected net sales proceeds. Segment profit increased $26 million, or 39 percent, due primarily to $42 million from increased refined product volumes sold and $25 million from increased per-unit refinery margins, partially offset by $40 million higher operating costs at the refineries. In addition, segment profit increased $18 million from bio-energy operations primarily reflecting increased ethanol sales prices and volumes, $10 million from the absence of certain fleet management losses in 2000, $8 million from Williams' interest in the TAPS acquired in late June 2000 and $8 million from activities at the petrochemical plant acquired in March 1999. Partially offsetting these increases to segment profit was a lower contribution from the travel centers/convenience stores which had $38 million higher operating costs partially offset by a $24 million increase in gross profit on merchandise sales. In addition, segment profit in 2000 was decreased by $8 million higher selling, general and administrative expense and the $19 million unfavorable change in other (income) expense -- net discussed previously. WILLIAMS ENERGY PARTNERS
FAIR VALUE OF ENERGY RISK MANAGEMENT AND TRADING ACTIVITIES As more thoroughly described in Note 1 of the Notes to Consolidated Financial Statements, energy and energy-related contracts are valued at fair value and, with the exception of certain commodity inventories, are recorded in current and noncurrent energy risk management and trading assets and liabilities in the Consolidated Balance Sheet. Fair value of energy and energy-related contracts is determined based on the nature of the transaction and market in which transactions are executed. Certain transactions are executed in exchange-traded or over-the-counter markets for which quoted prices in active periods exist. Transactions are also executed in exchange-traded or over-the-counter markets for which quoted market prices may exist, however, the market may be inactive and price transparency is limited. Certain transactions are executed for which quoted market prices are not available. METHODS OF ESTIMATING FAIR VALUE Quoted prices in active markets Quoted market prices for varying periods in active markets are readily available for valuing forward contracts, futures contracts, swap agreements and purchase and sales transactions in the commodity markets in which Energy Marketing & Trading transacts. These prices reflect the economic and regulatory conditions that currently exist in the market place and are subject to change in the near term due to changes in future market conditions. The availability of quoted market prices in active markets varies between periods and commodities based upon changes in market conditions. Quoted prices and other external factors in less active markets For contracts or transactions extending into periods for which actively quoted prices are not available, Energy Marketing & Trading estimates energy commodity prices in these illiquid periods by incorporating information about commodity prices in actively quoted markets, quoted prices in less active markets, and other market fundamental analysis. While an active market may not exist for the entire period, quoted prices can generally be obtained for natural gas and power through 2008, crude and refined products through 2004, and natural gas liquids through 2003. Prices reflected in current transactions executed by Energy Marketing & Trading are used to further validate the estimates of these prices. Models and other valuation techniques Contracts for which quoted market prices are not available primarily include transportation, storage, full requirements, load serving and power tolling contracts (energy-related contracts). A description of these contracts is included in Note 18 of the Notes to Consolidated Financial Statements. Energy Marketing & Trading estimates fair value using models and other valuation techniques that reflect the best available information under the circumstances. The valuation techniques incorporate option pricing theory, statistical and simulation analysis, present value concepts incorporating risk from uncertainty of the timing and amount of estimated cash flows and specific contractual terms. Factors utilized in the valuation techniques include quoted energy commodity market prices, estimates of energy commodity market prices in the absence of quoted market prices, the risk-free market discount rate, volatility factors underlying the positions, estimated correlation of energy commodity prices, contractual volumes, estimated volumes, liquidity of the market in which the contract is transacted and a risk premium that market participants would consider in their determination of fair value. Although quoted market prices are not available for these energy-related contracts themselves, quoted market prices for the underlying energy commodities are a significant component in the valuation of these contracts. Each of the methods discussed above also include counterparty performance and credit consideration in the estimation of fair value. 99(b)-18
The chart below reflects the fair value of Energy Marketing & Trading's energy risk management and trading contracts at December 31, 2001 by valuation methodology and the year in which the recorded fair value is expected to be realized.
As new information is obtained about market prices during illiquid periods, Energy Marketing & Trading incorporates this information in its estimates of market prices. Such new information includes additional executed transactions extending into these periods. These transactions give insight into the market prices for which market participants are willing to buy or sell in arms-length transactions. Estimation of volatility and correlation of natural gas and power prices Volatility of natural gas and power prices represents a significant assumption in the determination of fair value of contracts that contain optionality and whose fair value is estimated using option-pricing models. Correlation of natural gas and power prices represents a significant assumption in the determination of fair value of contracts that contain optionality and involve multiple commodities and whose fair value is estimated using option-pricing models. Volatility and correlation can be implied from option based market transactions during periods when quoted market prices exist for natural gas and power. Volatility and correlation is estimated in periods during which quoted market prices are not available through quantitative analysis of historical volatility patterns of the commodities, expected future changes in estimated natural gas and power prices, and market fundamental analysis. Estimates of volatility and correlation significantly impact the estimation of fair value for all periods in which the contract is valued using option-pricing models. Estimates of risk inherent in estimating cash flows Risk inherent in estimating cash flows represents the uncertainty of events occurring in the future which could ultimately affect the realization of cash flows. Energy Marketing & Trading estimates the risk active market participants would include in the price exchanged in an arms-length transaction in the estimation of fair value for each contract. Energy Marketing & Trading estimates risk utilizing the capital asset pricing theory in the estimation of fair value of energy-related contracts. The capital asset pricing theory considers that investors require a higher return for contracts perceived to embody higher risk of uncertainty in the market. This risk is most significant in illiquid periods and markets. Factors affecting the estimate of risk include liquidity of the market in which the contract is executed, ability to transact in future periods, existence of similar transactions in the market, uncertainty of timing and amounts of cash flows, and market fundamental analysis. Estimates and assumptions regarding counterparty performance and credit considerations Energy Marketing & Trading includes in its estimate of fair value for all contracts an assessment of the risk of counterparty non-performance. Such assessment considers the credit rating of each counterparty as represented by public rating agencies such as Standard & Poor's and Moody's Investor's Service, the inherent default probabilities within these ratings, the regulatory environment that the contract is subject to, as well as the terms of each individual contract. 99(b)-20
The counterparties associated with assets from energy trading and price-risk management activities as of December 31, 2001, are summarized as follows:
portfolio and the maximum daily loss permitted within the portfolio. These policies have been approved by Williams' Board of Directors and are administered through the Williams Risk Management Committee consisting of Energy Marketing & Trading's Risk Control Officer and other members of Williams' senior management. The Risk Control Officer is responsible for Energy Marketing & Trading's Risk Control Group who monitors the compliance with these policies and controls on a daily basis. The Risk Control Group reports instances in which limits are exceeded or other significant exceptions to the policies occur to members of the Risk Management Committee. A notification of noncompliance also includes a plan to remedy the exception in order to bring the portfolio back into the approved limits and standards. Energy Marketing & Trading's Risk Control Group also performs validations of the valuation techniques, models and significant estimates and assumption on a quarterly basis in order to provide additional assurance that the estimates of fair value provide the best determination of how others in the market might value the contracts. Validations include functions such as comparing third party market quotes against estimated prices, comparing contractual terms to those input into the models, reviewing the market fundamental analysis for reasonableness and recalculating the significant computations. MANAGEMENT OF RISK IN PORTFOLIO Energy Marketing & Trading manages the risk assumed from providing energy risk management services to its customers. This risk results from exposure to energy commodity prices, volatility and correlation of commodity prices, the portfolio position of the contracts, liquidity of the market in which the contract is transacted, interest rates, and counterparty performance and credit. Energy Marketing & Trading actively seeks to diversify its portfolio in managing the commodity price risk in the transactions that it executes in various markets and regions by executing offsetting contracts to manage the commodity price risk in accordance with parameters established in its trading policy. As of December 31, 2001, approximately $1.1 billion of the value expected to be realized through 2010 has been managed in a manner whereby fixed-price energy and energy-related contracts mitigate the exposure in the portfolio to changes in fair value resulting from future changes in commodity prices. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of the cash flows expected to be realized. Energy Marketing & Trading continually assesses this risk and has credit protection within various agreements to call on additional collateral support in the event of changes in the creditworthiness of the counterparty. Additional collateral support could include letters of credit, payment under margin agreements, guarantees of payment by creditworthy parties, or in some instances, transfers of the ownership interest in natural gas reserves or power generation assets. In addition, Energy Marketing & Trading enters into netting agreements to mitigate counterparty performance and credit risk. Credit default swaps may also be used to manage the counterparty credit exposure in the energy risk management and trading portfolio. Under these agreements, Energy Marketing & Trading pays a fixed rate premium for a notional amount of risk coverage associated with certain credit events on a referenced obligation. The covered credit events are bankruptcy, obligation acceleration, failure to pay, and restructuring. Energy Marketing & Trading, through Williams, also enters into interest rate swaps to mitigate the associated interest rate risk from the fair value of the long dated energy and energy-related contracts by fixing the interest rate inherent in the portfolio of contracts. At December 31, 2001, Energy Marketing & Trading had executed interest rate swaps to offset potential interest rate changes for approximately $1 billion of the expected future cash flows in its portfolio. 99(b)-22
CHANGES IN FAIR VALUE DURING 2001 The following table reflects the changes in fair value between December 31, 2000 and 2001.
A component of the fair value of energy risk management and trading assets and liabilities includes the amount of cash received and cash paid for premiums on option contracts. Premiums for options contracts impact energy trading revenues over the life of the option contract. At December 31, 2001, approximately $881 million of the net energy risk management and trading assets and liabilities included cash payments for premiums on option contracts purchased by Energy Marketing & Trading in excess of cash received for options sold. Changes attributable to market movements reflect the change in fair value of contracts resulting from changes in quoted market prices of commodities, interest rates, volatility and correlation of commodity prices. This also includes improvements in the estimates and assumptions Energy Marketing & Trading uses in estimating fair value based upon new information and data available in the marketplace. The most significant component of these changes during 2001 occurred during the first quarter and prior to the execution of certain offsetting contracts mitigating the exposure in the portfolio to changes in fair value from future changes in commodity prices. FINANCIAL CONDITION AND LIQUIDITY LIQUIDITY Williams considers its liquidity to come from both internal and external sources. Certain of those sources are available to Williams (parent) and certain of its subsidiaries. Williams' unrestricted sources of liquidity, which Williams believes can be utilized without limitation under existing loan covenants, consist primarily of the following: - Available cash equivalent investments of $1.1 billion at December 31, 2001, as compared to $854 million at December 31, 2000. - $700 million available under Williams' $700 million bank-credit facility at December 31, 2001, as compared to $350 million at December 31, 2000. - $769 million available under Williams' $2.2 billion commercial paper program (or the related bank-credit facility) at December 31, 2001, as compared to $4 million at December 31, 2000 under a $1.7 billion commercial paper program. - Cash generated from operations. - Short-term uncommitted bank lines of credit may also be used in managing liquidity. The availability of borrowings under Williams' $700 million bank-credit facility and Williams' $2.2 billion bank credit facility which supports the $2.2 billion commercial paper program is subject to specified conditions, which Williams believes are currently met. These conditions include compliance with the financial covenants and ratios as defined in the agreements (see Note 13), absence of default as defined in the agreements, and continued accuracy of representations and warranties made in the agreements. At December 31, 2001, Williams had a $2.5 billion shelf registration statement effective with the SEC to issue a variety of debt or equity securities. Subsequent to the issuance of the $1.1 billion of FELINE PACS in January 2002 as discussed below, the remaining availability on the shelf registration is approximately $300 million, because Williams registered both the FELINE PACS and the related common stock to be issued subsequently. In addition, there are other outstanding registration statements filed with the SEC for Northwest Pipeline, Texas Gas Transmission and Transcontinental Gas Pipe Line (each a wholly owned subsidiary of Williams). At March 1, 2002, approximately $450 million of shelf availability remains under these outstanding registration statements and may be used to issue a variety of debt securities. Interest rates and market conditions will affect amounts borrowed, if any, under these arrangements. Williams believes additional financing arrangements, if required, can be obtained on reasonable terms. Terms of certain borrowing agreements limit transfer of funds to Williams from its subsidiaries. The restrictions have not impeded, nor are they expected to impede, Williams ability to meet its cash requirements in the future. 99(b)-24
During 2002, Williams expects to fund capital and investment expenditures, debt payments and working-capital requirements of its continuing operations through (1) cash generated from operations, (2) the use of the available portion of Williams' $700 million bank-credit facility, (3) commercial paper (or the related bank-credit facility), (4) short-term uncommitted bank lines, (5) private borrowings, (6) sale or disposal of existing businesses and/or (7) debt or equity public offerings. Credit Ratings Williams maintains certain preferred interest and debt obligations that contain provisions requiring accelerated payment of the related obligations or liquidation of the related assets in the event of specified levels of declines in Williams' credit ratings given by Moody's Investor's Service, Standard & Poor's and Fitch Ratings (rating agencies). Performance by Williams under these terms include potential acceleration of debt payment and redemption of preferred interests totaling $816 million at December 31, 2001. During the fourth quarter of 2001, Williams announced its intentions to eliminate its exposure to the "ratings trigger" clauses incorporated in the above agreements. At the time of this filing, negotiations had commenced with the respective financial institutions with an objective of completing such changes during the first half of 2002. At December 31, 2001, Williams' credit ratings were above "trigger" levels by a range of two or more levels. On February 1, 2002, Williams' credit ratings were maintained by each of the rating agencies, although Standard & Poor's placed Williams on "negative watch." On February 27, 2002, Moody's Investor's Service confirmed the investment grade rating of Williams and changed the outlook from stable to negative. On February 28, 2002, Fitch Ratings affirmed its investment grade rating of Williams and also changed the outlook from stable to negative. Standard & Poor's also announced it was maintaining its previous rating from February 1, 2002. In addition to the factors noted above, Williams' energy marketing and trading business relies upon the investment grade rating of Williams senior unsecured long-term debt to satisfy credit support requirements of many counterparties. If Williams' credit ratings were to decline below investment grade, its ability to participate in energy marketing and trading activity could be significantly limited. Alternate credit support would be required under certain existing agreements and would be necessary to support future transactions. Without an investment grade rating, Williams would be required to fund margining requirements pursuant to industry standard derivative agreements with cash, letters of credit or other negotiable instruments. At December 31, 2001, the total notional amounts that could require such funding, in the event of a credit rating decline of Williams to below investment grade, is approximately $500 million, before consideration of offsetting positions and margin deposits from the same counterparties. At December 31, 2001, Williams maintained the following credit ratings on its senior unsecured long-term debt, which are considered to be investment grade:
five-year term. The funding obligations, if any, of Williams with respect to these entities occurs solely through the lease commitments and the financial guarantee. Williams has an option to purchase the leased assets during the lease terms at amounts approximating the lessor's cost and has an option to acquire the gas turbines at actual cost of construction. For the operating leases, Williams provides residual value guarantees equal to 85 percent of the lessor's cost on the completed travel center stores and 89.9 percent of the lessor's cost, less the present value of actual lease payments, on the offshore oil and gas pipelines and the onshore gas processing plant. The financial guarantee with respect to the gas turbines is also a residual value guarantee equal to a maximum of 89.9 percent of the actual cost of construction. In the event that Williams does not exercise its purchase option, Williams expects the fair market value of the covered assets to substantially reduce its obligation under the residual value guarantees. If these SPE's were consolidated into Williams' Consolidated Balance Sheet at December 31, 2001, they would increase assets and long-term debt by approximately $364 million. Williams provides a guarantee of approximately $127 million towards project financing of energy assets owned and operated by an entity in which Williams owns an interest of 50 percent. This obligation or guarantee is not consolidated in Williams' balance sheet as Williams does not maintain a controlling interest in the entity and therefore follows equity accounting for its interest. Performance on the guarantees generally would occur upon a failure of payment by the financed entity or certain events of default related to the guarantors. These events of default primarily relate to bankruptcy and/or insolvency of the guarantors. At December 31, 2001, there were no events of default by the guarantors or delinquent payments by the financed entity with respect to the project financings. Williams is a party to a put agreement arising from its sale of Ferrellgas senior common units in April 2001 (see Note 4) whereby the purchaser's lenders can require Williams to repurchase the units upon certain events of default by the purchaser or the failure or default by the seller (Williams) under any of its debt obligations greater than $60 million. The total outstanding under the put agreement at December 31, 2001 was $99.6 million. Williams' contingent obligation reduces as purchaser's payments are made to the lender. The purchaser's agreement is for a five year term, expiring December 30, 2005. The put agreement represents a contingent liability and is not reflected on Williams' balance sheet. At December 31, 2001, there have been no events of default and the purchaser has performed as required under payment terms with the lender. For each of the Williams' guarantees discussed above, Williams has currently assessed that its future performance under each of the agreements as less than probable for purposes of SFAS No. 5, "Accounting for Contingencies." This assessment is based on information available at December 31, 2001 affirming there are no events of default on behalf of Williams as a guarantor and none of the related entities are delinquent with respect to the supported obligations. Williams has agreements to sell, on an ongoing basis, certain of its accounts receivable to qualified special-purpose entities ("QSPE"). Under these agreements, Williams is able to sell up to $450 million of accounts receivables. These QSPEs are not consolidated; however, if these QSPEs were consolidated at December 31, 2001, assets and debt would increase by $420 million. WCG Separation Since the initial equity offering by WCG in October 1999, the sources of liquidity for WCG had been separate from Williams' sources of liquidity. The reduction to Williams' stockholders' equity as a result of the separation in April 2001 was approximately $2.0 billion. Williams, with respect to shares of WCG's common stock that Williams retained, has committed to the Internal Revenue Service (IRS) to dispose of all of the WCG shares that it retains as soon as market conditions allow, but in any event not longer than five years after the spinoff. As part of a separation agreement and subject to a favorable ruling by the IRS that such a limitation is not inconsistent with any ruling issued to Williams regarding the tax-free treatment of the spinoff, Williams has agreed not to dispose of the retained WCG shares for three years from the date of distribution and must notify WCG of an intent to dispose of such shares. However, on February 28, 2002, Williams filed with the IRS a request to withdraw its request for a ruling that the agreement between Williams and WCG that Williams would not transfer any retained WCG stock for a three-year period from the spinoff would not 99(b)-26
be inconsistent with the favorable tax-free treatment ruling issued to Williams. Williams represented in the withdrawal request that it had abandoned its intent to make the lock-up effective, thereby making the ruling request moot. For further discussion of separation agreements and potential tax exposure as a result of the WCG separation, see Note 3 of the Notes to Consolidated Financial Statements. Additionally, Williams, prior to the spinoff and in an effort to strengthen WCG's capital structure, entered into an agreement under which Williams contributed an outstanding promissory note from WCG of approximately $975 million and certain other assets, including a building under construction and a commitment to complete the construction. In return, Williams received 24.3 million newly issued common shares of WCG. Williams, prior to the spinoff, provided indirect credit support for $1.4 billion of WCG's Note Trust Notes through a commitment to make available proceeds of a Williams equity issuance or other permitted redemption sources in the event any one of the following were to occur: (1) a WCG default; (2) downgrading of Williams' senior unsecured debt to Ba1 or below by Moody's Investor's Service, BB or below by Standard & Poor's, or BB+ or below by Fitch Ratings if Williams' common stock closing price is below $30.22 for ten consecutive trading days while such downgrade is in effect; or (3) to the extent proceeds from WCG's refinancing or remarketing of the WCG Note Trust Notes prior to March 2004 produces proceeds of less than $1.4 billion. On March 5, 2002, Williams received the requisite approvals on its consent solicitation to amend the terms of the WCG Note Trust Notes. The amendment, among other things, eliminates acceleration of the Notes due to a WCG bankruptcy or a Williams credit rating downgrade. The amendment also affirms Williams' obligations for all payments due with respect to the WCG Note Trust Notes, which are due March 2004, and allows Williams to fund such payments from any available sources. With the exception of the March and September 2002 interest payments, totaling $115 million, WCG remains indirectly obligated to reimburse Williams for any payments Williams is required to make in connection with the WCG Note Trust Notes. Williams has provided a guarantee of WCG's obligations under a 1998 transaction in which WCG entered into an operating lease agreement covering a portion of its fiber-optic network. The total cost of the network assets covered by the lease agreement is $750 million. The lease term initially totaled five years and, if renewed, could extend to seven years. WCG has an option to purchase the covered network assets during the lease term at an amount approximating lessor's cost. On March 6, 2002, a representative of WCG notified Williams that WCG intends to issue a notice so as to be able to purchase the assets in the immediate future. As a result of an agreement between Williams and WCG's revolving credit facility lenders, if Williams gains control of the network assets covered by the lease, Williams may be obligated to return the assets to WCG and the obligation of WCG to compensate Williams for such property may be subordinated to the interests of WCG's revolving credit facility lenders and may not mature any earlier than one year after the maturity of WCG's revolving credit facility. Williams has also provided guarantees on certain performance obligations of WCG totaling approximately $57 million. In third-quarter 2001, Williams purchased the Williams Technology Center and other ancillary assets (Technology Center) and three corporate aircraft from WCG for $276 million which represents the approximate actual cost of construction of the Williams Technology Center and the acquisition cost of the ancillary assets and aircraft. Williams then entered into long-term lease arrangements under which WCG is the sole lessee of the Technology Center and aircraft (see Note 13). As a result of this transaction, Williams' Consolidated Balance Sheet includes $28.8 million in current accounts and notes receivable and $137.2 million in noncurrent other assets and deferred charges, net of allowance of $103.2 million, relating to amounts due from WCG. Additionally, receivables include amounts due from WCG of approximately $27 million at December 31, 2001 which includes a $21 million deferred payment (net of allowance of $85 million) for services provided to WCG due March 15, 2002. In February 2002, the deferred payment for services provided to WCG was extended to September 15, 2002. 99(b)-27
Recent disclosures and announcements by WCG, including WCG's recent announcement that it might seek to reorganize under the U.S. Bankruptcy Code, have resulted in Williams concluding that it is probable that it will not fully realize the $375 million of receivables from WCG at December 31, 2001 nor recover its remaining $25 million investment in WCG common stock. In addition, Williams has determined that it is probable that it will be required to perform under the $2.21 billion of guarantees and payment obligations discussed above. Other events that have affected Williams' assessment include the credit downgrades of WCG, the bankruptcy of a significant competitor announced on January 28, 2002, and public statements by WCG regarding an ongoing comprehensive review of its bank secured credit arrangements. As a result of these factors, Williams, using the best information available at the time and under the circumstances, has developed an estimated range of loss related to its total WCG exposure. Management utilized the assistance of external legal counsel and an external financial and restructuring advisor in making estimates related to its guarantees and payment obligations and ultimate recovery of the contractual amounts receivable from WCG. At this time, management believes that no loss within the range is more probable than another. Accordingly, Williams has recorded the $2.05 billion minimum amount of the range of loss which is reported in the Consolidated Statement of Operations as a $1.84 billion pre-tax charge to discontinued operations and a $213 million pre-tax charge to continuing operations. Williams recognized a related deferred tax benefit in the Consolidated Statement of Operations of $742.5 million ($68.9 million in continuing operations and $673.6 million in discontinued operations). The ultimate amount of tax benefit realized could be different from the deferred tax benefit recorded, as influenced by potential changes in federal income tax laws and the circumstances upon the actual realization of the tax benefits from WCG's balance sheet restructuring program. The charge to discontinued operations of $1.84 billion includes the minimum amount of the estimated range of loss from performance on $2.21 billion of guarantees and payment obligations and approximately $16 million in expenses. With the exception of the interest on the Note Trust Notes and the expenses, Williams has assumed for purposes of this estimated loss that it will become an unsecured creditor of WCG for all or part of the amounts paid under the guarantees and payment obligations. However, it is probable that Williams will not be able to recover a significant portion of the receivables. The estimated loss from the performance of the guarantees and payment obligations is based on the overall estimate of recoveries on amounts receivable discussed below. Due to the amendment of the WCG Note Trust Notes discussed above, $1.1 billion of the accrued loss will be classified as a long-term liability in the Consolidated Balance Sheet. The charge to continuing operations of $213 million includes estimated losses from an assessment of the recoverability of carrying amounts of the $106 million deferred payment for services provided to WCG, the $269 million minimum lease payments receivable from WCG, and a remaining $25 million investment in WCG common stock. The $85 million provision on the deferred payment is based on the overall estimate of recoveries on amounts receivable using the same assumptions on collectibility as discussed below. The $103 million provision on the minimum lease payments receivable is based on an estimate of the fair value of the leased assets. The $25 million write-off of the WCG investment is based on management's assessment of realization as a result of WCG's balance sheet restructuring program. The estimated range of loss assumes that Williams, as a creditor of WCG, will recover only a portion of its claims against WCG. Such claims include a $2.21 billion receivable from performance on guarantees and payment obligations and a $106 million deferred payment for services provided to WCG. With the assistance of external legal counsel and an external financial and restructuring advisor, and considering the best information available at the time and under the circumstances, management developed a range of loss on these receivables with a minimum loss of 80 percent on claims in a bankruptcy of WCG. Estimating the range of loss as a creditor involves making complex judgments and assumptions about uncertain outcomes. The actual loss may ultimately differ from the recorded loss due to changes in numerous factors, which include, but are not limited to, the future demand for telecommunications services and the state of the telecommunications industry, WCG's individual performance, and the nature of the restructuring of WCG's balance sheet. There could be additional losses recognized in the future, a portion of which may be reflected as discontinued operations. 99(b)-28
The minimum amount of loss in the range is estimated based on recoveries from a successful reorganization process under Chapter 11 of the U.S. Bankruptcy Code. Recoveries after a successful reorganization process depend, among other things, on the impact of a bankruptcy on WCG's financial performance and WCG's ability to continue uninterrupted business services to its customers and to maintain relationships with vendors. To estimate recoveries of the unsecured creditors, Williams estimated an enterprise value of WCG using a present value analysis and reduced the enterprise value by the level of secured debt which may exist in WCG's restructured balance sheet. In its estimate of WCG's enterprise value, Williams considered a range of cash flow estimates based on information from WCG and from other external sources. Future cash flow projections are valued using discount rates ranging from 17 percent to 25 percent. The range of cash flows is based on different scenarios related to the growth, if any, of WCG's revenues and the impact that a bankruptcy may have on revenue growth. The range of discount rates considers WCG's assumed restructured capital structure and the market return that equity investors may require to invest in a telecommunications business operating in the current distressed industry environment. The range of loss also considers recoveries based on transaction values from recent telecommunications restructurings and from a liquidation of WCG's assets. Should WCG go into bankruptcy under Chapter 7 of the U.S. Bankruptcy Code, recoveries under a liquidation would include factors such as the nature of WCG's assets, the value of operating assets in a distressed telecommunications market, the cost of liquidation, operating losses during the period of liquidation, the length of liquidation period and claims of creditors superior to those of Williams' unsecured claims. OPERATING ACTIVITIES Cash provided by continuing operating activities was: 2001 -- $1.7 billion; 2000 -- $483 million; and 1999 -- $1.4 billion. The 2001 $517.1 million decrease in margin deposits is due primarily to lower deposits required by counterparties related to trading activities at Energy Marketing & Trading. The 2001 $201.5 million increase in other current assets is due primarily to increases associated with current derivative assets. The 2001 increase in other assets and deferred charges of $452.4 million is due primarily to the increases associated with noncurrent derivative assets and the minimum lease payments receivable (net of an allowance for doubtful accounts) due from WCG related to the long-term lease arrangement with WCG (see Note 3). The increase in derivative assets reflects the impact of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," which requires these contracts to be recorded at fair value. FINANCING ACTIVITIES Net cash provided by financing activities of continuing operations was: 2001 -- $2.0 billion; 2000 -- $2.1 billion; and 1999 -- $922 million. Long-term debt proceeds, net of principal payments, were $1.8 billion, $283 million and $724 million, during 2001, 2000 and 1999, respectively. Notes payable payments, net of notes payable proceeds, were $801 million in 2001. Notes payable proceeds, net of notes payable payments were $1.5 billion and $210 million during 2000 and 1999, respectively. The increase in net new borrowings during 2001, 2000 and 1999 reflects borrowings to fund capital expenditures, investments and acquisitions of businesses. The proceeds from issuance of Williams common stock in 2001 reflect $1.3 billion in net proceeds from approximately 38 million shares of common stock issued by Williams in January 2001 in a public offering at $36.125 per share. Additionally, the proceeds from issuance of Williams common stock in 2001, 2000 and 1999 reflect exercise of stock options under the plans providing for common-stock-based awards to employees and to non-employee directors. Dividends paid on common stock increased $75.2 million in 2001 reflecting an increase in the number of shares outstanding and an increase in the per share dividends. The number of shares increased due primarily to the 38 million shares issued in January 2001 and the 29.6 million shares issued in the Barrett acquisition. Third-quarter 2001 and fourth-quarter 2001 dividends increased to 18 cents per share and 20 cents per share, respectively, up from the quarterly dividend of 15 cents per share in 2000. 99(b)-29
Proceeds from sale of limited partners units of consolidated partnership reflect an initial public offering of Williams Energy Partners L.P. (WEP), a wholly owned partnership which owns and operates a diversified portfolio of energy assets, of approximately 4.6 million common units at $21.50 per unit for net proceeds of approximately $92 million. The initial public offering represents 40 percent of the units, and Williams retained a 60 percent interest in the partnership, including its general partner interest. In December 2001, Williams received net proceeds of $95.3 million from sale of a non-controlling preferred interest in Piceance Production Holdings LLC to an outside investor (see Note 14). During 2000, Williams received net proceeds totaling $546.8 million from the sale of a limited liability company member interest to an outside investor (see Note 14). In April 2001, Williams redeemed the Williams obligated mandatorily redeemable preferred securities of Trust holding only Williams indentures for $194 million. Proceeds from the sale of the Ferrellgas senior common units held by Williams were used for this redemption. In 1999, Williams received proceeds of $175 million from the sale of the Williams obligated mandatorily redeemable preferred securities. In connection with the Barrett acquisition, Williams' Consolidated Balance Sheet includes $150 million of 7.55 percent notes due 2007, which are debt obligations guaranteed by Williams (parent). For further discussion of the Barrett Resources Corporation acquisition, see Note 2. Long-term debt at December 31, 2001 was $9 billion, compared with $6.8 billion at December 31, 2000 and $6.8 billion at December 31, 1999. At December 31, 2001 and 2000, $844 million and $800 million, respectively, of current debt obligations were classified as noncurrent obligations based on Williams' intent and ability to refinance on a long-term basis. The 2001 increase in long-term debt is due primarily to the $1.1 billion of senior unsecured debt securities issued in January 2001 and the $1.5 billion of long-term debt securities issued in August 2001 primarily to replace $1.2 billion borrowed under a $1.5 billion short-term agreement originated in June 2001 related to the cash portion of the Barrett acquisition. The long-term debt to debt-plus-equity ratio (including consolidated WCG debt for 2000 and 1999 and Kern River debt for 2001, 2000 and 1999) was 61.1 percent at December 31, 2001, compared to 63.7 percent and 62.3 percent at December 31, 2000 and 1999, respectively. If short-term notes payable and long-term debt due within one year were included in the calculations, these ratios would be 66.4 percent, 70.5 percent and 65.9, respectively. Additionally, the long-term debt to debt plus equity as calculated for covenants under certain debt agreements was 61.5 percent at December 31, 2001 (see Note 13). In January 2002, Williams issued 44 million publicly traded units, more commonly known as FELINE PACS, that include a senior debt security and an equity purchase contract. The debt has a term of five years, and the equity purchase contract will require the company to deliver Williams common stock to holders after three years based on a previously agreed rate. Net proceeds from this issuance were approximately $1.1 billion (see Note 23). Significant items reflected as discontinued operations within financing activities in the Consolidated Statement of Cash Flows include the following: - In 2000, WCG issued $1 billion in long-term debt obligations consisting of $575 million in 11.7 percent notes due 2008 and $425 million in 11.875 percent notes due 2010. In October 1999, WCG completed an initial public equity offering, private equity offerings and public debt offerings that yielded total net proceeds of approximately $3.5 billion. The initial public equity offering yielded net proceeds of approximately $738 million (see Note 3). In concurrent investments by SBC Communications Inc., Intel Corporation and Telefonos de Mexico, additional shares of common stock were privately sold for proceeds of $738.5 million. Concurrent with these equity transactions, WCG issued high-yield public debt of approximately $2 billion. Proceeds from the 1999 equity and debt transactions were used to repay WCG's 1999 borrowings under an interim short-term bank-credit facility and the $1.05 billion bank-credit agreement. The remaining proceeds from the 1999 transactions and the 2000 debt proceeds were used to fund 2000 WCG's operating losses, continued construction of WCG's national fiber-optic network and other capital and investment expansion opportunities. During 2000, WCG 99(b)-30
received net proceeds of approximately $240.5 million from the issuance of five million shares of 6.75 percent redeemable cumulative preferred stock. INVESTING ACTIVITIES Net cash used by investing activities of continuing operations was: 2001 -- $3.4 billion; 2000 -- $2.3 billion; and 1999 -- $2.0 billion. Capital expenditures of Energy Marketing & Trading, primarily to construct power generation plants, were $104 million in 2001, $64 million in 2000 and $83 million in 1999. Capital expenditures of Energy Services, primarily to carry out drilling programs and acquire, expand and modernize gathering and processing facilities, terminals and refineries, were $931 million in 2001, $813 million in 2000 and $1.3 billion in 1999. Capital expenditures of Gas Pipeline, primarily to expand deliverability into the east coast market and upgrade current facilities, were $721 million in 2001, $507 million in 2000 and $355 million in 1999. Budgeted capital expenditures and investments for continuing operations for 2002 are estimated to be approximately $2.4 billion, including expansion and modernization of pipeline systems, gathering and processing facilities, refineries and international investment activities. Williams stated in December 2001 that it had reduced its planned 2002 capital expenditure program in an effort to maintain its investment grade rating. Additional reductions may be necessary to maintain its investment grade rating, however, Williams will evaluate other alternatives in order to maintain their capital expenditure program including sales of additional assets. On June 11, 2001, Williams acquired 50 percent of Barrett's outstanding common stock in a cash tender offer of $73 per share for a total of approximately $1.2 billion. On August 2, 2001, Williams completed the acquisition of Barrett by issuing 29.6 million shares of Williams common stock in exchange for the remaining Barrett shares. The increase in investments is due primarily to the development of Williams' joint interest in the Gulfstream project. The increase in proceeds received from disposition of investments and other assets reflects Williams' sale of the Ferrellgas senior common units to an affiliate of Ferrellgas for proceeds of $199 million in April 2001 and the sale of certain convenience stores for approximately $150 million in May 2001. The purchase of assets subsequently leased to seller reflects Williams' purchase of the Williams Technology Center, other ancillary assets and three corporate aircraft for $276 million. In October 2000, Williams acquired various energy-related operations in Canada for approximately $540 million. Included in the purchase were interests in several NGL extraction and fractionation plants, NGL transportation pipeline and storage facilities, and a natural gas processing plant. During 1999, Williams purchased a business which includes a petrochemical plant and natural gas liquids transportation, storage and other facilities for $163 million in cash. Also during 1999, Williams made various cash investments and advances totaling $347 million including a $75 million equity investment in and a $75 million loan to AB Mazeikiu Nafta, Lithuania's national oil company, $78 million in various natural gas and petroleum products pipeline joint ventures, and other joint ventures and investments. In addition, Williams made $139 million of investments in the Alliance natural gas pipeline and processing plant during 1999 of which $93.5 million was financed with a note payable which was paid in 2000. In December 1999, Williams sold its retail propane business to Ferrellgas for $268.7 million in cash and $175 million in senior common units of Ferrellgas. Significant items reflected as discontinued operations within investing activities of the Consolidated Statement of Cash Flows include the following: - Capital expenditures of WCG, primarily for the construction of the fiber-optic network, were $3.4 billion in 2000, $1.7 billion in 1999 and $304 million in 1998. - Capital expenditures of Kern River, primarily for expansion of its interstate natural gas pipeline system, were $134 million in 2001 and $5 million in 2000 and 1999. - In 1999, WCG paid $265 million in cash to increase its investment in ATL (a Brazilian telecommunications business). 99(b)-31
COMMITMENTS The table below summarizes some of the more significant contractual obligations and commitments by period. This table does not include obligations related to guarantees or payment obligations related to WCG or the long-term debt of Kern River (see Note 3).
inflation. Approximately 17 percent of Energy Services' increase was the result of the 2001 Barrett acquisition. Gas Pipeline is subject to regulation, which limits recovery to historical cost. While amounts in excess of historical cost are not recoverable under current FERC practices, Williams believes it will be allowed to recover and earn a return based on increased actual cost incurred to replace existing assets. Cost-based regulation along with competition and other market factors may limit the ability to recover such increased costs. Within Energy Services, operating costs are influenced to a greater extent by specific price changes in oil and gas and related commodities than by changes in general inflation. Crude, refined product, natural gas and natural gas liquids prices are particularly sensitive to OPEC production levels and/or the market perceptions concerning the supply and demand balance in the near future. ENVIRONMENTAL Williams is a participant in certain environmental activities in various stages involving assessment studies, cleanup operations and/or remedial processes. The sites, some of which are not currently owned by Williams (see Note 19), are being monitored by Williams, other potentially responsible parties, the U.S. Environmental Protection Agency (EPA), or other governmental authorities in a coordinated effort. In addition, Williams maintains an active monitoring program for its continued remediation and cleanup of certain sites connected with its refined products pipeline activities. Williams has both joint and several liability in some of these activities and sole responsibility in others. Current estimates of the most likely costs of such cleanup activities are approximately $98 million, all of which is accrued at December 31, 2001. Williams expects to seek recovery of approximately $42 million of the accrued costs through future natural gas transmission rates. Williams will fund these costs from operations and/or available bank-credit facilities. Estimates of the most likely costs of cleanup are generally based on completed assessment studies, preliminary results of studies or other similar cleanup operations. At December 31, 2001, certain assessment studies were still in process for which the ultimate outcome may yield significantly different estimates of most likely costs. Therefore, the actual costs incurred will depend on the final amount, type and extent of contamination discovered at these sites, the final cleanup standards mandated by the EPA or other governmental authorities, and other factors. Williams is subject to the federal Clean Air Act and to the federal Clean Air Act Amendments of 1990 which require the EPA to issue new regulations. Williams is also subject to certain states' regulations. In September 1998, the EPA promulgated rules designed to mitigate the migration of ground-level ozone in certain states. Williams estimates that capital expenditures necessary to install emission control devices over the next five years to comply with rules will be between $186 million and $206 million. The actual costs incurred will depend on the final implementation plans developed by each state to comply with these regulations. In December 1999, standards promulgated by the EPA for tailpipe emissions and the content of sulfur in gasoline were announced. Williams estimates that capital expenditures necessary to bring its two refineries into compliance over the next five years will be approximately $385 million. The actual costs incurred will depend on the final implementation plans. In addition to the above mentioned capital expenditures pertaining to the Clean Air Act and amendments, estimated future capital expenditures as of December 31, 2001, for various compliance issues across the company are approximately $202 million. On July 2, 2001, the EPA issued an information request asking for information on oil releases and discharges in any amount from Williams' pipelines, pipeline systems, and pipeline facilities used in the movement of oil or petroleum products, during the period July 1, 1998 through July 2, 2001. In November 2001, Williams furnished its response. In July 1999, Transco received a letter stating that the U.S. Department of Justice (DOJ), at the request of the EPA, intends to file a civil action against Transco arising from its waste management practices at Transco's compressor stations and metering stations in 11 states from Texas to New Jersey. Transco, the EPA and the DOJ agreed to settle this matter by signing a Consent Decree that provides for a civil penalty of $1.4 million. Williams Field Services (WFS), an Energy Services subsidiary, received a Notice of Violation (NOV) from the EPA in February 2000. WFS received a contemporaneous letter from the DOJ indicating that the DOJ will also be involved in the matter. The NOV alleged violations of the Clean Air Act at a gas 99(b)-33
processing plant. WFS, the EPA and the DOJ agreed to settle this matter for a penalty of $850,000. In the course of investigating this matter, WFS discovered a similar potential violation at the plant and disclosed it to the EPA and the DOJ. In December 2001, the EPA, the DOJ and WFS agreed to settle this self-reported matter by signing a Consent Decree that provides for a penalty of $950,000. OTHER In January, 2002, Williams announced the goal to reduce the company's annual operating expenses based on the company's current cost structure by $50 million, effective 2003. Management is evaluating its organizational structure to determine effective and efficient ways to align services to meet Williams' current business requirements as an energy-only company. In conjunction with this goal, Williams is offering an enhanced-benefit early retirement option to certain employee groups. The potential impact to 2002 expense, assuming election by 100 percent of those eligible for the early retirement option, would be approximately $80 million. Williams does not anticipate that all eligible employees will elect the option. Additionally, Williams also will offer severance and redeployment services to employees whose positions are eliminated as a result of the organizational changes. MARKET RISK DISCLOSURES Interest Rate Risk Williams' current interest rate risk exposure is related primarily to its debt portfolio and its energy risk management and trading portfolio. In 2000, Williams' interest rate exposure also related to an investment in Ferrellgas Partners L.P. senior common units and Williams obligated mandatorily redeemable preferred securities of Trust. Williams' interest rate risk exposure resulting from its debt portfolio is influenced by short-term rates, primarily LIBOR-based borrowings from commercial banks and the issuance of commercial paper, and long-term U.S. Treasury rates. To mitigate the impact of fluctuations in interest rates, Williams targets to maintain a significant portion of its debt portfolio in fixed rate debt. Williams has also utilized interest-rate swaps to change the ratio of its fixed and variable rate debt portfolio based on management's assessment of future interest rates, volatility of the yield curve and Williams' ability to access the capital markets in a timely manner. Williams periodically enters into interest-rate forward contracts to establish an effective borrowing rate for anticipated long-term debt issuances. The maturity of Williams' long-term debt portfolio is partially influenced by the expected life of its operating assets. At December 31, 2001 and 2000, the amount of Williams' fixed and variable rate debt was at targeted levels. Williams has traditionally maintained an investment grade credit rating as one aspect of managing its interest rate risk. In order to fund its 2002 capital expenditure plan, Williams will need to access various sources of liquidity, which will likely include traditional borrowing and leasing markets. Williams also has interest rate risk in long-dated energy-related contracts included in its energy risk management and trading portfolio. The value of these transactions can fluctuate daily based on movements in the underlying interest rate curves used to assign value to the transactions. Williams strives to mitigate the associated interest rate risk from the value of these transactions by fixing the underlying interest rate inherent in the energy risk management and trading portfolio. During 2001, Williams began actively managing this exposure as a component of its targeted levels of fixed to floating obligations. Williams uses both floating to fixed interest rate swaps and other derivative transactions to manage this variable rate exposure. The tables on the following page provide information as of December 31, 2001 and 2000, about Williams' interest rate risk sensitive instruments. For investment in Ferrellgas Partners L.P. senior common units, notes payable, long-term debt and Williams obligated mandatorily redeemable preferred securities of Trust, the table presents principal cash flows and weighted-average interest rates by expected maturity dates. For interest-rate swaps, the table presents notional amounts and weighted-average interest rates by contractual maturity dates. Notional amounts are used to calculate the contractual cash flows to be exchanged under the interest-rate swaps. 99(b)-34
losses from changes in fair value are recognized in income. These energy and energy-related contracts are subject to risk from changes in energy commodity market prices, volatility and correlation of those commodity prices, the portfolio position of its contracts, the liquidity of the market in which the contract is transacted and changes in interest rates. Energy Marketing & Trading actively seeks to diversify its portfolio in managing the commodity price risk in the transactions that it executes in various markets and regions by executing offsetting contracts to manage this risk in accordance with parameters established in its trading policy. Energy Marketing & Trading's Risk Control Group monitors compliance with the established trading policy and measures the risk associated with the trading portfolio. Energy Marketing & Trading measures the market risk in its trading portfolio utilizing a value-at-risk methodology to estimate the potential one-day loss from adverse changes in the fair value of its trading operations. At December 31, 2001 and 2000, the value at risk for the trading operations was $92.7 million and $90.1 million, respectively. As supplemental quantitative information to further understand the general risk levels of the trading portfolio, the average of the actual monthly changes in the fair value of the trading portfolio for 2001 was an increase of $120 million. Value at risk requires a number of key assumptions and is not necessarily representative of actual losses in fair value that could be incurred from the trading portfolio. Energy Marketing & Trading's value-at-risk model includes all financial instruments and physical positions and commitments in its trading portfolio and assumes that as a result of changes in commodity prices, there is a 95 percent probability that the one-day loss in the fair value of the trading portfolio will not exceed the value at risk. The value-at-risk model uses historical simulations to estimate hypothetical movements in future market prices assuming normal market conditions based upon historical market prices. Value at risk does not consider that changing the energy risk management and trading portfolio in response to market conditions could affect market prices and could take longer to execute than the one-day holding period assumed in the value-at-risk model. Through risk management practices and policies, Energy Marketing & Trading was able to minimize the increase in value at risk while growing the net energy risk management and trading assets 179 percent. This was accomplished primarily through the execution of offsetting contracts, which has the effect of mitigating the commodity price risk exposure within the portfolio of energy and energy-related contracts. FOREIGN CURRENCY RISK Williams has international investments that could affect the financial results if the investments incur a permanent decline in value as a result of changes in foreign currency exchange rates and the economic conditions in foreign countries. International investments accounted for under the cost method totaled $143 million and $144 million at December 31, 2001 and 2000, respectively. The fair value of these investments is deemed to approximate their carrying amount as the investments are primarily in non-publicly traded companies for which it is not practicable to estimate the fair value of these investments. Williams continues to believe that it can realize the carrying value of these investments considering the status of the operations of the companies underlying these investments. If a 20 percent change occurred in the value of the underlying currencies of these investments against the U.S. dollar, the fair value of these investments at December 31, 2001, could change by approximately $29 million assuming a direct correlation between the currency fluctuation and the value of the investments. The net assets of foreign operations which are consolidated are located primarily in Canada and approximate 11 percent of Williams' net assets at December 31, 2001. These foreign operations, whose functional currency is the local currency, do not have significant transactions or financial instruments denominated in other currencies. However, these investments do have the potential to impact Williams' financial position, due to fluctuations in these local currencies arising from the process of re-measuring the local functional currency into the U.S. dollar. As an example, a 20 percent change in the respective functional currencies against the U.S. dollar could have changed stockholders' equity by approximately $155 million at December 31, 2001. Williams historically has not utilized derivatives or other financial instruments to hedge the risk associated with the movement in foreign currencies with the exception of a Canadian dollar-denominated note 99(b)-36
receivable (see Note 18). However, Williams evaluates currency fluctuations and will consider the use of derivative financial instruments or employment of other investment alternatives if cash flows or investment returns so warrant. EQUITY PRICE RISK Equity price risk primarily arises from investments in publicly traded energy-related companies. The investments in the energy-related companies are carried at fair value and totaled approximately $8 million and $22 million at December 31, 2001 and 2000, respectively. 99(b)-37
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT AUDITORS To the Stockholders of The Williams Companies, Inc. We have audited the accompanying consolidated balance sheet of The Williams Companies, Inc. as of December 31, 2001 and 2000, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2001. Our audits also included the financial statement schedule listed in the Index to Exhibits at Exhibit 99(c). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Williams Companies, Inc. at December 31, 2001 and 2000, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. ERNST & YOUNG LLP Tulsa, Oklahoma March 6, 2002, except for the matters described in the fifth and sixth paragraphs of Note 1 and the first paragraph of Note 3, as to which the date is April 11, 2002. 99(b)-38
THE WILLIAMS COMPANIES, INC. CONSOLIDATED STATEMENT OF OPERATIONS
THE WILLIAMS COMPANIES, INC. CONSOLIDATED BALANCE SHEET
THE WILLIAMS COMPANIES, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THE WILLIAMS COMPANIES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS Operations of The Williams Companies, Inc. (Williams) are located principally in the United States and are organized into three industry groups: Energy Marketing & Trading, Gas Pipeline and Energy Services. Energy Marketing & Trading is a fully integrated energy marketer which offers price-risk management services and buys, sells and arranges for transportation/transmission of energy commodities -- including natural gas and gas liquids, crude oil and refined products, and electricity -- to local distribution companies, utilities, municipalities, rural electric cooperatives and large industrial customers in North America. Additionally, Energy Marketing & Trading commenced operations in Europe in 2001. Gas Pipeline is comprised primarily of four interstate natural gas pipelines located throughout the majority of the United States as well as investments in North American natural gas pipeline-related companies. The four Gas Pipeline operating segments have been aggregated for reporting purposes and include Williams Gas Pipelines Central, Northwest Pipeline, Texas Gas Transmission and Transcontinental Gas Pipe Line. Energy Services includes five operating segments: Exploration & Production, International, Midstream Gas & Liquids, Petroleum Services and Williams Energy Partners. Exploration & Production includes natural gas exploration, production and marketing activities primarily in the Rocky Mountain, Midwest and Gulf Coast regions of the United States and Argentina. During 2001, Exploration & Production acquired Barrett Resources Corporation (Barrett) which was an independent natural gas and oil exploration and production company with producing properties located principally in the Rocky Mountain and Mid-Continent regions of the United States. International includes direct investments in projects in Brazil, Venezuela and Lithuania, investments in energy and infrastructure development funds in Asia and South America and soda ash mining operations in Colorado. Midstream Gas & Liquids is comprised of natural gas gathering and processing and treating facilities in the Rocky Mountain, Midwest and Gulf Coast regions of the United States, natural gas liquids pipelines in the Rocky Mountain, Southwest, Midwest and Gulf Coast regions of the United States and assets in Canada including several natural gas liquids extraction and fractionation plants, natural gas liquids pipeline, storage facilities, and a natural gas processing plant. Petroleum Services includes petroleum refining and marketing in Alaska and the Southeast, ethanol production and marketing operations in the Midwest region, and retail travel centers concentrated in the Midsouth and along the United States interstate highway system and convenience stores in Alaska. Williams Energy Partners includes a network of storage, transportation and distribution assets for crude petroleum products and ammonia and a petroleum products pipeline. BASIS OF PRESENTATION On March 27, 2002, Williams completed the sale of one of its Gas Pipeline segments, Kern River Gas Transmission (Kern River), to MidAmerican Energy Holdings Company (MEHC). Accordingly, the accompanying consolidated financial statements and notes reflect the results of operations, financial position and cash flows of Kern River as discontinued operations. Unless indicated otherwise, the information in the Notes to Consolidated Financial Statements relates to the continuing operations of Williams (see Note 3). On April 11, 2002, Williams Energy Partners acquired Williams Pipe Line, an operation within the Petroleum Services segment. Accordingly, Williams Pipe Line's results of operations have been transferred from the Petroleum Services segment to the Williams Energy Partners segment. Also in the first quarter of 2002, management of APCO Argentina was transferred from the International segment to the Exploration & Production segment to align oil and gas activities. Prior period amounts have been restated to reflect these changes. 99(b)-43
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Effective February 2001, management of certain operations, previously conducted by Energy Marketing & Trading, was transferred to Petroleum Services. These operations included the procurement of crude oil and marketing of refined products produced from the Memphis refinery, for which prior year segment information reflects the transfer. Additionally, the refined product sales activities surrounding certain terminals located throughout the United States were transferred. This sales activity was previously included in the trading portfolio of Energy Marketing & Trading and was therefore reported net of related cost of sales. Following the transfer, these sales are reported on a "gross" basis. During first-quarter 2001, Williams Energy Partners L.P. completed an initial public offering of approximately 4.6 million common units at $21.50 per unit for net proceeds of approximately $92 million. The initial public offering represents 40 percent of the units, and Williams retains a 60 percent interest in the partnership, including its general partner interest. Williams Energy Partners L.P. and Williams' general partnership interest is reported as Williams Energy Partners, a separate segment within Energy Services, and initially consisted of certain terminals and an ammonia pipeline previously reported within Petroleum Services and Midstream Gas & Liquids, respectively. Also during first-quarter 2001, management of international activities, previously reported in Other, was transferred and the international activities are reported as a separate segment within Energy Services. On April 23, 2001, Williams distributed 398.5 million shares, or approximately 95 percent, of Williams' communications business, Williams Communications Group, Inc. (WCG), to Williams' shareholders. WCG has been accounted for as discontinued operations, and, accordingly, the accompanying consolidated financial statements and notes reflect the results of operations, net assets and cash flows of WCG as discontinued operations. For information relating to litigation involving the distribution of WCG shares, see Note 19. Unless indicated otherwise, the information in the Notes to Consolidated Financial Statements relates to the continuing operations of Williams (see Note 3). Certain prior year amounts have been reclassified to conform to current year classifications. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Williams and its majority-owned subsidiaries and investments. Companies in which Williams and its subsidiaries own 20 percent to 50 percent of the voting common stock, or otherwise exercise significant influence over operating and financial policies of the company, are accounted for under the equity method. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Estimates and assumptions which, in the opinion of management, are significant to the underlying amounts included in the financial statements and for which it would be reasonably possible that future events or information could change those estimates include: 1) contingent obligations including guarantees related to WCG obligations; 2) litigation-related contingencies; 3) valuations of energy contracts, including energy-related contracts; 4) environmental remediation obligations; 5) impairment assessments of goodwill and long-lived assets; 6) realization of deferred income tax assets; and 7) Gas Pipeline revenues subject to refund. These estimates are discussed further throughout the accompanying notes. 99(b)-44
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) CASH AND CASH EQUIVALENTS Cash and cash equivalents include demand and time deposits, certificates of deposit and other marketable securities with maturities of three months or less when acquired. INVENTORY VALUATION Inventories are stated at cost, which is not in excess of market, except for certain assets held for energy risk management activities by Energy Marketing & Trading, which are primarily stated at fair value. The cost of inventories is determined using the following methods: certain crude oil and refined products inventories held by Petroleum Services are determined using the first-in, first-out (FIFO) cost method as adjusted for the effects of fair value hedges as prescribed by Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities;" certain natural gas inventories held by Transcontinental Gas Pipe Line are determined using the last-in, first-out (LIFO) cost method; and the cost of the remaining inventories is primarily determined using the average-cost method or market, if lower. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is recorded at cost. Depreciation is provided primarily on the straight-line method over estimated useful lives. Gains or losses from the ordinary sale or retirement of property, plant and equipment for regulated pipelines are credited or charged to accumulated depreciation; other gains or losses are recorded in net income. Oil and gas exploration and production activities are accounted for under the successful efforts method of accounting. Costs incurred in connection with the drilling and equipping of exploratory wells are capitalized as incurred. If proved reserves are not found, such costs are charged to expense. Other exploration costs, including lease rentals, are expensed as incurred. All costs related to development wells, including related production equipment and lease acquisition costs, are capitalized when incurred. Unproved properties are evaluated annually, or as conditions warrant, to determine any impairment in carrying value. Depreciation, depletion and amortization are provided under the units of production method. Proved properties, including developed and undeveloped, and costs associated with probable reserves, are assessed for impairment using estimated future cash flows. Estimating future cash flows involves the use of complex judgments such as estimation of the proved and probable oil and gas reserve quantities, risk associated with the different categories of oil and gas reserves, timing of development and production, expected future commodity prices, capital expenditures and production costs. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill represents the excess of cost over fair value of assets of businesses acquired. In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," approximately $1 billion of goodwill acquired subsequent to June 30, 2001, in the acquisition of Barrett (see Note 2) is not being amortized. All other goodwill is amortized on a straight-line basis over periods from 20 to 40 years. Other intangible assets are amortized on a straight-line basis over periods from three to 25 years. Accumulated amortization at December 31, 2001 and 2000 was $16.3 million and $45.2 million, respectively. Amortization expense was $7 million, $10.7 million and $20.4 million in 2001, 2000 and 1999, respectively. See RECENT ACCOUNTING STANDARDS for further discussion of SFAS No. 142. TREASURY STOCK Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to capital in excess of par value using the average-cost method. 99(b)-45
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) ENERGY COMMODITY RISK MANAGEMENT AND TRADING ACTIVITIES Energy Marketing & Trading has energy commodity risk management and trading operations that enter into energy contracts to provide price-risk management services to its third-party customers. Energy contracts utilized in energy commodity risk management and trading activities are valued at fair value in accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," and Emerging Issues Task Force Issue (EITF) No. 98-10, "Accounting for Contracts Involved in Energy Trading and Risk Management Activities." Williams adopted SFAS No. 133 effective January 1, 2001. Such adoption had no impact on the accounting for energy commodity risk management and trading activities. Prior to adopting SFAS No. 133, Energy Marketing & Trading followed the guidance in EITF No. 98-10. Energy contracts include forward contracts, futures contracts, option contracts, swap agreements, commodity inventories, short-and long-term purchase and sale commitments, which involve physical delivery of an energy commodity and energy-related contracts, such as transportation, storage, full requirements, load serving and power tolling contracts. In addition, Williams enters into interest rate swap agreements and credit default swaps to manage the interest rate and credit risk in its energy trading portfolio. These energy contracts and interest rate and credit default swap agreements, with the exception of certain commodity inventories, are recorded in current and noncurrent energy risk management and trading assets and energy risk management and trading liabilities in the Consolidated Balance Sheet. The classification of current versus noncurrent is based on the timing of expected future cash flows. In accordance with SFAS No. 133 and EITF No. 98-10, the net change in fair value of these contracts representing unrealized gains and losses is recognized in income currently and recorded as revenues in the Consolidated Statement of Operations. Energy Marketing & Trading reports its trading operations' physical sales transactions net of the related purchase costs, consistent with fair value accounting for such trading activities. The accounting for Energy Marketing & Trading's energy-related contracts requires Williams to assess whether certain of these contracts are executory service arrangements or leases pursuant to SFAS No. 13, "Accounting for Leases." There currently is not extensive authoritative guidance for determining when an arrangement is a lease or an executory service arrangement. As a result, Williams assesses each of its energy-related contracts and makes the determination based on the substance of each contract focusing on factors such as physical and operational control of the related asset, risks and rewards of owning, operating and maintaining the related asset and other contractual terms. Fair value of energy contracts is determined based on the nature of the transaction and the market in which transactions are executed. Certain transactions are executed in exchange-traded or over-the-counter markets for which quoted prices in active periods exist. Transactions are also executed in exchange-traded or over-the-counter markets for which quoted market prices may exist; however, the markets may be relatively inactive and price transparency is limited. Certain transactions are executed for which quoted market prices are not available. Quoted market prices for varying periods in active markets are readily available for valuing forward contracts, futures contracts, swap agreements and purchase and sales transactions in the commodity markets in which Energy Marketing & Trading transacts. For contracts or transactions that extend into periods for which actively quoted prices are not available, Energy Marketing & Trading estimates energy commodity prices in the illiquid periods by incorporating information obtained from commodity prices in actively quoted markets, prices reflected in current transactions and market fundamental analysis. For contracts where quoted market prices are not available, primarily transportation, storage, full requirements, load serving and power tolling contracts, Energy Marketing & Trading estimates fair value using models and other valuation techniques that reflect the best information available under the circumstances. Fair value for energy-related contracts is estimated using valuation techniques that incorporate option pricing theory, statistical and simulation analysis, present value concepts incorporating risk from uncertainty of the timing and amount of estimated cash flows and specific contractual terms. These valuation techniques utilize factors such as quoted energy commodity market prices, estimates of energy commodity market prices in the absence of quoted market prices, volatility factors underlying the positions, estimated correlation of energy commodity prices, contractual volumes, estimated volumes under option and other arrangements, liquidity of the market 99(b)-46
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) in which the contract is transacted, and a risk-free market discount rate. Fair value also reflects a risk premium that market participants would consider in their determination of fair value. Regardless of the method for which fair value is determined, the recognized fair value of all contracts also considers the risk of non-performance and credit considerations of the counterparty. In some cases, Energy Marketing & Trading enters into price-risk management contracts that have forward start dates commencing upon completion of construction and development of assets to be owned and operated by third parties. Until construction commences, revenue recognition and the fair value of these contracts is limited to the amount of any guaranty or similar form of acceptable credit support that encourages the counterparty to perform under the terms of the contract with appropriate consideration for any contractual provisions that provide for contract termination by the counterparty. The fair value of Energy Marketing & Trading's trading portfolio is continually subject to change due to changing market conditions and changing trading portfolio positions. Determining fair value for these contracts also involves complex assumptions including estimating natural gas and power market prices in illiquid periods and markets, estimating volatility and correlation of natural gas and power prices, evaluating risk arising from uncertainty inherent in estimating cash flows and estimates regarding counterparty performance and credit considerations. GAS PIPELINE REVENUES Revenues for sales of products are recognized in the period of delivery, and revenues from the transportation of gas are recognized in the period the service is provided. Gas Pipeline is subject to Federal Energy Regulatory Commission (FERC) regulations and, accordingly, certain revenues collected may be subject to possible refunds upon final orders in pending rate cases. Gas Pipeline records estimates of rate refund liabilities considering Gas Pipeline and other third-party regulatory proceedings, advice of counsel and estimated total exposure, as discounted and risk weighted, as well as collection and other risks. ENERGY SERVICES REVENUES Revenues generally are recorded when services have been performed or products have been delivered. A portion of Williams Energy Partners is subject to FERC regulations and, accordingly, the method of recording these revenues is consistent with Gas Pipeline's method discussed above. Additionally, revenues from the domestic production of natural gas in properties for which Exploration & Production has an interest with other producers, are recognized based on the actual volumes sold during the period. Any differences between volumes sold and entitlement volumes, based on Exploration & Production's net working interest, which are determined to be non-recoverable through remaining production, are recognized as accounts receivable or accounts payable, as appropriate. Cumulative differences between volumes sold and entitlement volumes are not significant. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES On January 1, 2001, Williams adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." This standard, as amended, did not impact the accounting for derivatives within Energy Marketing & Trading's energy commodity risk management and trading activities which are accounted for at fair value as discussed above. All other derivatives are reflected on the balance sheet at their fair value and are recorded in other current assets, other assets and deferred charges, accrued liabilities and other liabilities and deferred income in the Consolidated Balance Sheet as of December 31, 2001. Derivative instruments held by Williams, other than those utilized in the energy risk management and trading activities, consist primarily of futures contracts, swap agreements, forward contracts and option contracts. Most of these transactions are executed in exchange-traded or over-the-counter markets for which 99(b)-47
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) quoted prices in active periods exist. For contracts with lives exceeding the time period for which quoted prices are available, fair value determination involves estimating commodity prices during the illiquid periods by incorporating information obtained from commodity prices in actively quoted markets, prices reflected in current transactions and market fundamental analysis. The accounting for changes in the fair value of a derivative depends upon whether it has been designated in a hedging relationship and, further, on the type of hedging relationship. To qualify for designation in a hedging relationship, specific criteria must be met and the appropriate documentation maintained. Hedging relationships are established pursuant to Williams' risk management policies and are initially and regularly evaluated to determine whether they are expected to be, and have been, highly effective hedges. If a derivative ceases to be a highly effective hedge, hedge accounting is discontinued prospectively, and future changes in the fair value of the derivative are recognized in earnings each period. Changes in the fair value of derivatives not designated in a hedging relationship are recognized in earnings each period. For derivatives designated as a hedge of a recognized asset or liability or an unrecognized firm commitment (fair value hedges), the changes in the fair value of the derivative as well as changes in the fair value of the hedged item attributable to the hedged risk are recognized each period in earnings. If a firm commitment designated as the hedged item in a fair value hedge is terminated or otherwise no longer qualifies as the hedged item, any asset or liability previously recorded as part of the hedged item is recognized currently in earnings. For derivatives designated as a hedge of a forecasted transaction or of the variability of cash flows related to a recognized asset or liability (cash flow hedges), the effective portion of the change in fair value of the derivative is reported in other comprehensive income and reclassified into earnings in the period in which the hedged item affects earnings. Amounts excluded from the effectiveness calculation and any ineffective portion of the change in fair value of the derivative are recognized currently in earnings. Gains or losses deferred in accumulated other comprehensive income associated with terminated derivatives and derivatives that cease to be highly effective hedges remain in accumulated other comprehensive income until the hedged item affects earnings. Forecasted transactions designated as the hedged item in a cash flow hedge are regularly evaluated to assess whether they continue to be probable of occurring. If the forecasted transaction is no longer probable of occurring, any gain or loss deferred in accumulated other comprehensive income is recognized in earnings currently. On January 1, 2001, Williams recorded a cumulative effect of an accounting change associated with the adoption of SFAS No. 133, as amended, to record all derivatives at fair value. The cumulative effect of the accounting change was not material to net income (loss), but resulted in a $95 million reduction of other comprehensive income (net of income tax benefits of $59 million) related to derivatives which hedge the variable cash flows of certain forecasted energy commodity transactions. Of the transition adjustment recorded in other comprehensive income at January 1, 2001, net losses of approximately $90 million (net of income tax benefits of $56 million) were reclassified into earnings during 2001, offsetting net gains realized in earnings from favorable market movements associated with the underlying transactions being hedged. With the adoption of SFAS No. 133 on January 1, 2001, the accounting for certain aspects of derivative instruments and hedging activities was different in periods prior to the adoption of SFAS No. 133. Prior to 2001, Williams entered into energy derivative financial instruments and derivative commodity instruments (primarily futures contracts, option contracts and swap agreements) to hedge against market price fluctuations of certain commodity inventories and sales and purchase commitments. Certain of these instruments were not required to be recorded on the balance sheet; there was not a distinction between cash flow and fair value hedges and no ineffectiveness was required to be recorded currently in earnings. Unrealized and realized gains and losses on those hedge contracts were deferred and recognized in income in the same manner as the hedged item. No unrealized gains or losses were required to be reported in other comprehensive income. These contracts were initially and regularly evaluated to determine that there was high correlation between 99(b)-48
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) changes in the fair value of the hedge contract and fair value of the hedged item. In instances where the anticipated correlation of price movements did not occur, hedge accounting was terminated and future changes in the value of the instruments were recognized as gains or losses. If the hedged item of the underlying transaction was sold or settled, the instrument was recognized into income (loss). Williams entered into interest-rate swap agreements to modify the interest characteristics of its long-term debt. These agreements were designated with all or a portion of the principal balance and term of specific debt obligations. These agreements involved the exchange of amounts based on a fixed interest rate for amounts based on variable interest rates without an exchange of the notional amount upon which the payments are based. The difference to be paid or received was accrued and recognized as an adjustment of interest accrued. Gains and losses from terminations of interest-rate swap agreements were deferred and amortized as an adjustment of the interest expense on the outstanding debt over the remaining original term of the terminated swap agreement. In the event the designated debt was extinguished, gains and losses from terminations of interest-rate swap agreements were recognized into income (loss). MAJOR MAINTENANCE COSTS Williams incurs planned major maintenance costs at its two refineries and an ethylene production facility and accrues for these costs in advance of the period in which costs are actually incurred. The type of costs subject to this policy are primarily scheduled turnaround costs of the facilities and are classified as accounts payable and other liabilities on the Consolidated Balance Sheet. For the refineries, such repairs are completed over a planned cycle of five to six years, with modular components completed each year. For the ethylene facility, major maintenance repairs are scheduled to occur approximately every four years. At December 31, 2001, the total expected cost of the major maintenance projects was approximately $40 million for the refineries and approximately $6 million for the ethylene production facility. The balance of costs to be accrued is approximately $28 million for the refineries and $5 million for the ethylene production facility over the 2002-2005 period. Accruals are initiated upon completion of the most recent major maintenance project. These projects are completed over periods of several days to several weeks, with annual accruals in advance of costs actually being incurred expected to total approximately $7 million for the refineries and approximately $2 million for the ethylene production facility over the 2002-2005 period. IMPAIRMENT OF LONG-LIVED ASSETS Williams evaluates the long-lived assets, including other intangibles and related goodwill, of identifiable business activities for impairment when events or changes in circumstances indicate, in management's judgment, that the carrying value of such assets may not be recoverable. When such a determination has been made, management's estimate of undiscounted future cash flows attributable to the assets is compared to the carrying value of the assets to determine whether an impairment has occurred. If an impairment of the carrying value has occurred, the amount of the impairment recognized in the financial statements is determined by estimating the fair value of the assets and recording a loss for the amount that the carrying value exceeds the estimated fair value. For assets identified to be disposed of in the future, the carrying value of these assets is compared to the estimated fair value less the cost to sell to determine if recognition of an impairment is required. Until the assets are disposed of, the estimated fair value is redetermined when related events or circumstances change. Judgments and assumptions are inherent in management's estimate of undiscounted future cash flows used to determine recoverability of an asset and the estimate of an asset's fair value used to calculate the amount of impairment to recognize. The use of alternate judgments and/or assumptions could result in the recognition of different levels of impairment charges in the financial statements. 99(b)-49
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) CAPITALIZATION OF INTEREST Williams capitalizes interest on major projects during construction. Interest is capitalized on borrowed funds and, where regulation by the FERC exists, on internally generated funds. The rates used by regulated companies are calculated in accordance with FERC rules. Rates used by unregulated companies are based on the average interest rate on debt. Interest capitalized on internally generated funds, as permitted by FERC rules, is included in non-operating other income (expense) -- net. EMPLOYEE STOCK-BASED AWARDS Employee stock-based awards are accounted for under Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to Employees" and related interpretations. Fixed-plan common stock options generally do not result in compensation expense because the exercise price of the stock options equals the market price of the underlying stock on the date of grant. INCOME TAXES Williams includes the operations of its subsidiaries in its consolidated tax return. Deferred income taxes are computed using the liability method and are provided on all temporary differences between the financial basis and the tax basis of Williams' assets and liabilities. Management's judgment and income tax assumptions are used to determine the levels, if any, of valuation allowances associated with deferred tax assets. EARNINGS PER SHARE Basic earnings per share are based on the sum of the average number of common shares outstanding and issuable restricted and deferred shares. Diluted earnings per share include any dilutive effect of stock options and, for applicable periods presented, convertible preferred stock. FOREIGN CURRENCY TRANSLATION The functional currency of certain of Williams' continuing foreign operations is the local currency for the applicable foreign subsidiary or equity method investee. These foreign currencies include the Canadian dollar, British pound, Euro, and Brazilian real. Assets and liabilities of certain foreign subsidiaries and equity investees are translated at the spot rate in effect at the applicable reporting date, and the combined statements of operations and Williams' share of the results of operations of its equity affiliates are translated into the U.S. dollar at the average exchange rates in effect during the applicable period. The resulting cumulative translation adjustment is recorded as a separate component of other comprehensive income (loss). Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transactions gains and losses which are reflected in the Consolidated Statement of Operations. ISSUANCE OF EQUITY OF CONSOLIDATED SUBSIDIARY Sales of equity, common stock or limited partnership units, by a consolidated subsidiary are accounted for as capital transactions with the adjustment to capital in excess of par value. No gain or loss is recognized on these transactions. SECURITIZATIONS AND TRANSFERS OF FINANCIAL INSTRUMENTS Williams has agreements to sell, on an ongoing basis, certain of its trade accounts receivable through revolving securitization structures and retains servicing responsibilities as well as a subordinate interest in the transferred receivables. Williams accounts for the securitization of trade accounts receivable in accordance 99(b)-50
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) with SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." As a result, the related receivables are removed from the Consolidated Balance Sheet and a retained interest is recorded for the amount of receivables sold in excess of cash received. Williams determines the fair value of its retained interests based on the present value of future expected cash flows using management's best estimates of various factors, including credit loss experience and discount rates commensurate with the risks involved. These assumptions are updated periodically based on actual results, thus the estimated credit loss and discount rates utilized are materially consistent with historical performance. The fair value of the servicing responsibility is estimated based on internal costs, which approximate market. Costs associated with the sale of receivables are included in nonoperating other income (expense) -- net in the Consolidated Statement of Operations. RECENT ACCOUNTING STANDARDS The Financial Accounting Standards Board (FASB) issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 establishes accounting and reporting standards for business combinations and requires all business combinations to be accounted for by the purchase method. The Statement is effective for all business combinations initiated after June 30, 2001, and any business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001, or later. SFAS No. 142 addresses accounting and reporting standards for goodwill and other intangible assets. Under the provisions of this Statement, goodwill and intangible assets with indefinite useful lives are no longer amortized, but will be tested annually for impairment. Williams applied the new rules on accounting for goodwill and other intangible assets beginning January 1, 2002. Application of the nonamortization provisions of the Statement will not materially impact the comparability of the Consolidated Statement of Operations. During first-quarter 2002, Williams began the initial impairment tests of goodwill as of January 1, 2002. Preliminary results of these tests have indicated that there will not be a significant unfavorable impact of adopting this standard; however, all tests have not been completed. Approximately $1 billion of goodwill recorded as a result of the Barrett acquisition completed on August 2, 2001, (see Note 2) is not being amortized. The FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations." This Statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs and amends FASB Statement No. 19, "Financial Accounting and Reporting by Oil and Gas Producing Companies." The Statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made, and that the associated asset retirement costs be capitalized as part of the carrying amount of the long-lived asset. The Statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. The effect of this standard on Williams' results of operations and financial position is being evaluated. While it is likely there will ultimately be material obligations related to the future retirement of assets such as refineries and pipelines, Williams cannot currently estimate the financial impact at the date of adoption as Williams has not yet completed its evaluation. However, it is Williams' belief that any such impact would be a charge to earnings. The FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This Statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," and amends Accounting Principles Board Opinion No. 30, "Reporting the Results of Operations -- Reporting the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." The Statement retains the basic framework of SFAS No. 121, resolves certain implementation issues of SFAS No. 121, extends applicability to discontinued operations, and broadens the presentation of discontinued operations to include a component of an entity. The 99(b)-51
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Statement is being applied prospectively, beginning January 1, 2002. Initial adoption of the Statement did not have any impact on Williams' results of operations or financial position. NOTE 2. BARRETT ACQUISITION Through two transactions, Williams acquired all of the outstanding stock of Barrett. On June 11, 2001, Williams acquired 50 percent of Barrett's outstanding common stock in a cash tender offer of $73 per share for a total of approximately $1.2 billion. Williams acquired the remaining 50 percent of Barrett's outstanding common stock on August 2, 2001, through a merger by exchanging each remaining share of Barrett common stock for 1.767 shares of Williams common stock for a total of approximately 30 million shares of Williams common stock valued at $1.2 billion. The value of the 30 million shares of Williams common stock was based on the average market price of Williams common stock for the 2 days before and after the May 7, 2001, announcement of the terms of the acquisition. This acquisition has been accounted for as a purchase business combination with a purchase price, including transaction fees and other related costs, of approximately $2.5 billion, excluding $312 million of debt obligations of Barrett assumed in the acquisition. Williams' 50 percent share of Barrett's results of operations for the period June 11, 2001 to August 1, 2001, as well as amortization of the excess of Williams' investment over the underlying equity in Barrett's net assets for that period, is included in equity earnings within investing income (loss) in the Consolidated Statement of Operations and Exploration & Production's segment profit. Beginning August 2, 2001, 100 percent of Barrett's results of operations is included in Exploration & Production's revenues and operating income in the Consolidated Statement of Operations, and the majority of these assets are included in Exploration & Production's segment assets. As of August 2, 2001, Barrett's estimated proved gas and oil reserves were 1.9 trillion cubic feet of gas equivalents. Barrett's assets included long-lived reserves that Williams believes offer opportunity for long-term and steady growth and align strategically with Williams' other assets. Williams is a major gatherer and processor in the Rockies and has natural gas pipelines and gas liquids pipelines that transport product out of the Rockies. In addition, these new gas reserves help to balance the risk profile of Williams' growing power trading portfolio by providing an additional physical and natural hedge against a short natural gas position. As a result of the value that the Barrett acquisition provides to Williams overall, $1.0 billion of goodwill was allocated to Exploration & Production and $105.5 million was allocated to Energy Marketing & Trading. The following unaudited pro forma information combines the results of operations of Williams and Barrett and incorporates the impact of the Williams shares issued as if the purchase of 100 percent of Barrett occurred at the beginning of each year presented:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. Fair value is determined based on the nature of the asset acquired or liability assumed and utilizes judgments and assumptions of management. Where available, exchange quoted energy commodity market prices and current interest rate levels were used. When the contract life or estimated reserve life exceeds the time period for which quoted prices are available, judgment is used to estimate the energy commodity prices during the illiquid periods by incorporating information obtained from commodity prices in actively quoted markets, prices reflected in current transactions and market fundamental analysis. Complex judgments also include estimation of the oil and gas reserve quantities, risk associated with the different categories of oil and gas reserves, timing of development and production of oil and gas reserves, oil and gas capital expenditures necessary to develop the reserves, production costs and discount rate.
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) WILLIAMS COMMUNICATIONS GROUP, INC. EVENTS AROUND THE WCG SEPARATION AND OTHER RELATED INFORMATION On March 30, 2001, Williams' board of directors approved a tax-free spinoff of WCG to Williams' shareholders. Williams distributed 398.5 million shares, or approximately 95 percent of the WCG common stock held by Williams, to holders of record on April 9, 2001, of Williams' common stock. Distribution of .822399 of a share of WCG common stock for each share of Williams common stock occurred on April 23, 2001. In accordance with APB Opinion No. 30, "Reporting the Results of Operations -- Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual, and Infrequently Occurring Events and Transactions," the results of operations, financial position and cash flows for WCG have been reflected in the accompanying consolidated financial statements and notes as discontinued operations. Williams, prior to the spinoff and in an effort to strengthen WCG's capital structure, entered into an agreement under which Williams contributed an outstanding promissory note from WCG of approximately $975 million and certain other assets, including a building under construction and a commitment to complete the construction. In return, Williams received 24.3 million newly issued common shares of WCG. The WCG common stock distribution was recorded as a dividend and resulted in a decrease to consolidated stockholders' equity of approximately $2.0 billion, which included an increase to accumulated other comprehensive income of approximately $21.3 million. The WCG shares retained by Williams are included in investments in the Consolidated Balance Sheet. In third-quarter 2001, Williams recognized a $70.9 million loss related to the write-down of this investment due to the decline in value which was determined to be other than temporary (see Note 4). At year-end, Williams wrote off its remaining $25 million investment in WCG common stock as discussed further below. Additionally, receivables include amounts due from WCG of approximately $27 million, net of allowance of $85 million, at December 31, 2001. This amount includes a $21 million deferred payment (net of allowance of $85 million) for services provided to WCG due March 15, 2002. In February 2002, the deferred payment from WCG was extended to September 15, 2002. Williams, prior to the spinoff, provided indirect credit support for $1.4 billion of WCG's Note Trust Notes through a commitment to make available proceeds of a Williams equity issuance or other permitted redemption sources in the event any one of the following were to occur: (1) a WCG default; (2) downgrading of Williams' senior unsecured debt to Ba1 or below by Moody's Investor's Service, BB or below by Standard & Poor's, or BB+ or below by Fitch Ratings, if Williams' common stock closing price is below $30.22 for ten consecutive trading days while such downgrade is in effect; or (3) to the extent proceeds from WCG's refinancing or remarketing of certain structured notes prior to March 2004 produces proceeds of less than $1.4 billion. On March 5, 2002, Williams received the requisite approvals on its consent solicitation to amend the terms of the WCG Note Trust Notes. The amendment, among other things, eliminates acceleration of the WCG Note Trust Notes due to a WCG bankruptcy or from a Williams credit rating downgrade. The amendment also affirms Williams' obligations for all payments due with respect to the WCG Note Trust Notes, which are due March, 2004, and allows Williams to fund such payments from any available sources. With the exception of the March and September 2002 interest payments, totaling $115 million, WCG remains indirectly obligated to reimburse Williams for any payments Williams is required to make in connection with the Structured Notes. Williams has provided a guarantee of WCG's obligations under a 1998 transaction in which WCG entered into an operating lease agreement covering a portion of its fiber-optic network. The total cost of the network assets covered by the lease agreement is $750 million. The lease term initially totaled five years and, if renewed, could extend to seven years. WCG has an option to purchase the covered network assets during the lease term at an amount approximating lessor's cost. On March 6, 2002, a representative of WCG notified Williams that WCG intends to issue a notice so as to be able to purchase the assets in the immediate future. 99(b)-54
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) As a result of an agreement between Williams and WCG's revolving credit facility lenders, if Williams gains control of the network assets covered by the lease, Williams may be obligated to return the assets to WCG and the liability of WCG to compensate Williams for such property may be subordinated to the interests of WCG's revolving credit facility lenders and may not mature any earlier than one year after the maturity of WCG's revolving credit facility. Williams has also provided guarantees on certain performance obligations of WCG totaling approximately $57 million. Williams has received a private letter ruling from the Internal Revenue Service (IRS) stating that the distribution of WCG common stock would be tax-free to Williams and its stockholders. Although private letter rulings are generally binding on the IRS, Williams will not be able to rely on this ruling if any of the factual representations or assumptions that were made to obtain the ruling are, or become, incorrect or untrue in any material respect. However, Williams is not aware of any facts or circumstances that would cause any of the representations or assumptions to be incorrect or untrue in any material respect. The distribution could also become taxable to Williams, but not Williams shareholders, under the Internal Revenue Code (IRC) in the event that Williams' or WCG's subsequent business combinations were deemed to be part of a plan contemplated at the time of distribution and would constitute a total cumulative change of more than 50 percent of the equity interest in either company. Under the terms of an amended tax-sharing agreement between WCG and Williams, WCG will remain liable to Williams for federal and state income tax audit adjustments relating to the period from October 1, 1999, through the date of the spinoff, but will not be responsible for any interest accruing through 2005 on such tax deficiencies. With regard to the tax-free status of the spinoff, Williams will have the overall risk that the transaction is tax free, but WCG will have liability to Williams if WCG causes the spinoff to be taxable. Additionally, WCG and Williams have each agreed to be separately responsible for any tax resulting from actions taken by its respective company that violate the IRC requirement relating to a more than 50 percent change in equity interest in either company discussed above and to mutually monitor activities of both companies with respect to this requirement. As part of the separation of Williams and WCG, both companies entered into service agreements to support ongoing operations of WCG relating primarily to certain human resources services, buildings and facilities, administrative and strategic sourcing services and information technology. Many of these service agreements expired at the end of 2001, however, certain of the agreements are longer in term and some agreements have been amended to extend the terms into 2002. As these service agreements expire, the fees and reimbursements that are paid by WCG will also cease. Williams, with respect to shares of WCG's common stock that Williams retained, has committed to the IRS to dispose of all of the WCG common stock that it retains as soon as market conditions allow, but in any event not longer than five years after the spinoff. As part of a separation agreement, but subject to an additional favorable ruling by the IRS that such a limitation is not inconsistent with any ruling issued to Williams regarding the tax-free treatment of the spinoff, Williams agreed not to dispose of the retained WCG shares for three years from the date of distribution and to notify WCG of an intent to dispose of such shares. However, on February 28, 2002, Williams filed with the IRS a request to withdraw its request for a ruling that the agreement between Williams and WCG that Williams would not transfer any retained WCG stock for a three year period from the spinoff would not be inconsistent with the favorable tax-free treatment ruling issued to Williams. Williams represented in the withdrawal request that it had abandoned its intent to make the lock-up effective, thereby making the ruling request moot. 99(b)-55
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) SIGNIFICANT EVENTS OCCURRING AFTER THE WCG SEPARATION In third-quarter 2001, Williams purchased the Williams Technology Center and other ancillary assets (Technology Center) and three corporate aircraft from WCG for $276 million, which represents the approximate actual cost of construction of the Williams Technology Center and the acquisition costs of the ancillary assets and aircraft. Williams then entered into long-term lease arrangements under which WCG is the sole lessee of the Technology Center and aircraft (see Note 13). As a result of this transaction, Williams' Consolidated Balance Sheet includes $28.8 million in current accounts and notes receivable and $137.2 million in noncurrent other assets and deferred charges, net of allowance of $103.2 million, relating to amounts due from WCG (see Note 13). For information relating to litigation involving the distribution of WCG shares see Note 19. Recent disclosures and announcements by WCG, including WCG's recent announcement that it might seek to reorganize under the U.S. Bankruptcy Code, have resulted in Williams concluding that it is probable that it will not fully realize the $375 million of receivables from WCG at December 31, 2001 nor recover its remaining $25 million investment in WCG common stock. In addition, Williams has determined that it is probable that it will be required to perform under the $2.21 billion of guarantees and payments obligations discussed above. Other events that have affected Williams' assessment include the credit downgrades of WCG, the bankruptcy of a significant competitor announced on January 28, 2002, and public statements by WCG regarding an ongoing comprehensive review of its bank secured credit arrangements. As a result of these factors, Williams, using the best information available at the time and under the circumstances, has developed an estimated range of loss related to its total WCG exposure. Management utilized the assistance of external legal counsel and an external financial and restructuring advisor in making estimates related to its guarantees and payment obligations and ultimate recovery of the contractual amounts receivable from WCG. At this time, management believes that no loss within the range is more probable than another. Accordingly, Williams has recorded the $2.05 billion minimum amount of the range of loss which is reported in the Consolidated Statement of Operations as a $1.84 billion pre-tax charge to discontinued operations and a $213 million pre-tax charge to continuing operations. Williams recognized a related deferred tax benefit in the Consolidated Statement of Operations of $742.5 million ($68.9 million in continuing operations and $673.6 million in discontinued operations). The ultimate amount of tax benefit realized could be different from the deferred tax benefit recorded, as influenced by potential changes in federal income tax laws and the circumstances upon the actual realization of the tax benefits from WCG's balance sheet restructuring program. The charge to discontinued operations of $1.84 billion includes the $1.77 billion minimum amount of the estimated range of loss from performance on $2.21 billion of guarantees and payment obligations and approximately $16 million in expenses. With the exception of the interest on the Note Trust Notes and the expenses, Williams has assumed for purposes of this estimated loss that it will become an unsecured creditor of WCG for all or part of the amounts paid under the guarantees and payment obligations. However, it is probable that Williams will not be able to recover a significant portion of the receivables. The estimated loss from the performance of the guarantees and payment obligations is based on the overall estimate of recoveries on amounts receivable discussed below. Due to the amendment of the WCG Note Trust Notes discussed above, $1.1 billion of the accrued loss will be classified as a long-term liability in the Consolidated Balance Sheet. The charge to continuing operations of $213 million includes estimated losses from an assessment of the recoverability of carrying amounts of the $106 million deferred payment for services provided to WCG, the $269 million minimum lease payment receivable from WCG, and a remaining $25 million investment in WCG common stock. The $85 million provision on the deferred payment is based on the overall estimate of recoveries on amounts receivable using the same assumptions on collectability as discussed below. The $103 million provision on the minimum lease payments receivable is based on an estimate of the fair value of 99(b)-56
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) the leased assets. The $25 million write-off of the WCG investment is based on management's assessment of realization as a result of WCG's balance sheet restructuring program. The estimated range of loss assumes that Williams, as a creditor of WCG, will recover only a portion of its unsecured claims against WCG. Such claims include a $2.21 billion receivable from performance on guarantees and payment obligations and a $106 million deferred payment for services provided to WCG. With the assistance of external legal counsel and an external financial and restructuring advisor, and considering the best information available at the time and under the circumstances, management developed a range of loss on these receivables with a minimum loss of 80 percent on claims in a bankruptcy of WCG. Estimating the range of loss as a creditor involves making complex judgments and assumptions about uncertain outcomes. The actual loss may ultimately differ from the recorded loss due to changes in numerous factors, which include, but are not limited to, the future demand for telecommunications services and the state of the telecommunications industry, WCG's individual performance, and the nature of the restructuring of WCG's balance sheet. There could be additional losses recognized in the future, a portion of which may be reflected as discontinued operations. The minimum amount of loss in the range is estimated based on recoveries from a successful reorganization process under Chapter 11 of the U.S. Bankruptcy Code. Recoveries after a successful reorganization process depend, among other things, on the impact of a bankruptcy on WCG's financial performance and WCG's ability to continue uninterrupted business services to its customers and to maintain relationships with vendors. To estimate recoveries of the unsecured creditors, Williams estimated an enterprise value of WCG using a present value analysis and reduced the enterprise value by the level of secured debt which may exist in WCG's restructured balance sheet. In its estimate of WCG's enterprise value, Williams considered a range of cash flow estimates based on information from WCG and from other external sources. Future cash flow projections are valued using discount rates ranging from 17 percent to 25 percent. The range of cash flows is based on different scenarios related to the growth, if any, of WCG's revenues and the impact that a bankruptcy may have on revenue growth. The range of discount rates considers WCG's assumed restructured capital structure and the market return that equity investors may require to invest in a telecommunications business operating in the current distressed industry environment. The range of loss also considers recoveries based on transaction values from recent telecommunications restructurings and from a liquidation of WCG's assets. Should WCG go into bankruptcy under Chapter 7 of the U.S. Bankruptcy Code, recoveries under a liquidation would include factors such as the nature of WCG's assets, the value of operating assets in a distressed telecommunications market, the cost of liquidation, operating losses during the period of liquidation, the length of liquidation period and claims of creditors superior to those of Williams' unsecured claims. 99(b)-57
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) SUMMARIZED RESULTS OF DISCONTINUED OPERATIONS Summarized results of discontinued operations for the years ended December 31, 2001, 2000 and 1999, are as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Inc., Intel Corporation, and Telefonos de Mexico S.A. de C.V. for proceeds of $738.5 million. These transactions resulted in a reduction of Williams' ownership interest in WCG from 100 percent to 85.3 percent. In accordance with Williams' policy regarding the issuance of subsidiary's common stock, Williams recognized a $1.17 billion increase to Williams' capital in excess of par, a $3.4 million decrease to accumulated other comprehensive income, and an initial increase of $307 million to Williams' minority interest liability. The issuances of stock by WCG were not subject to federal income taxes. SUMMARIZED ASSETS AND LIABILITIES OF DISCONTINUED OPERATIONS Assets and liabilities of discontinued operations for Kern River as of December 31, 2001 and 2000, are as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 4. INVESTING ACTIVITIES Investing income (loss) for the years ended December 31, 2001, 2000 and 1999, is as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The Ferrellgas Partners L.P. senior common units were sold in 2001 for $199.1 million. Williams recognized no gain or loss associated with this transaction as the purchase price of the units sold approximated their carrying value. As part of the sale, Williams is party to a put agreement whereby the purchaser's lenders can require Williams to repurchase the units upon certain events of default by the purchaser or failure or default by Williams under any of its debt obligations greater than $60 million. The total contingent obligation under the put agreement at December 31, 2001, was $99.6 million. Williams' contingent obligation reduces as purchaser's payments are made to the lender. The put agreement expires December 30, 2005. There have been no events of default and the purchaser has performed as required under payment terms with the lender. At December 31, 2001, commitments for additional investments in Gulfstream Pipeline, LLC, certain international cost investments and advances to Longhorn Partners Pipeline, L.P. are $233 million. NOTE 5. ASSET SALES, IMPAIRMENTS AND OTHER ACCRUALS The $170 million impairment charge, reflected in the Consolidated Statement of Operations, relates to the soda ash mining facility located in Colorado. The facility, which began production in fourth-quarter 2000, experienced higher than expected construction costs and implementation difficulties through December 2001. As a result, an impairment of the assets based on management's estimate of the fair value was recorded in fourth-quarter 2001. Management's estimate was based on the present value of discounted future cash flows. In addition, management engaged an outside business consulting firm to provide further information to be utilized in management's estimation. Future events and the use of different judgments and/or assumptions could result in the recognition of an additional impairment charge. Significant gains or losses from asset sales, impairments and other accruals included in other (income) expense -- net within segment costs and expenses for the years ended December 31, 2001, 2000 and 1999, are as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 6. PROVISION FOR INCOME TAXES The provision for income taxes from continuing operations includes:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Significant components of deferred tax liabilities and assets as of December 31, 2001 and 2000, are as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) consolidated net income for 1999. Thermogas operations for 1999 are reported within the Energy Marketing & Trading segment. NOTE 8. EARNINGS PER SHARE Basic and diluted earnings per common share are computed for the years ended December 31, 2001, 2000 and 1999, as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 9. EMPLOYEE BENEFIT PLANS The following table presents the changes in benefit obligations and plan assets for pension benefits and other postretirement benefits for the years indicated. It also presents a reconciliation of the funded status of these benefits to the amount recognized in the Consolidated Balance Sheet at December 31 of each year indicated. The year 2000 disclosure excludes WCG which has been accounted for as discontinued operations (see Note 1). Subsequent measurement of the impact of the spinoff of WCG identified additional benefit obligations and plan assets of $2.3 million and $11.8 million, respectively, which have been included in the table as a divestiture in the year 2001.
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Net pension and other postretirement benefit expense consists of the following:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) these plans anticipates future cost-sharing changes to the written plans that are consistent with Williams' expressed intent to increase the retiree contribution rate generally in line with health care cost increases. The health care cost trend rate assumption has a significant effect on the amounts reported. A one-percentage-point change in assumed health care cost trend rates would have the following effects:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 11. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at December 31, 2001 and 2000, is as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Under Williams' cash-management system, certain subsidiaries' cash accounts reflect credit balances to the extent checks written have not been presented for payment. The amounts of these credit balances included in accounts payable are $30 million at December 31, 2001, and $68 million at December 31, 2000. Accrued liabilities at December 31, 2001 and 2000, are as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) LONG-TERM DEBT Long-term debt at December 31, 2001 and 2000, is as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Significant long-term debt issuances and retirements, other than amounts under revolving credit agreements, in 2001 are as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) debt to consolidated net worth plus net debt would have been 57.6 percent. None of the Williams loans, notes or debentures maintains preferential rights in the event of liquidation. Terms of certain subsidiaries' borrowing arrangements with lenders limit the transfer of funds to Williams (Parent). At December 31, 2001, approximately $423 million of net assets of consolidated subsidiaries, including $191 million of Kern River net assets, was restricted. In addition, certain equity method investees' borrowing arrangements and foreign government regulations limit the amount of dividends or distributions to Williams. Restricted net assets of equity method investees was approximately $337 million at December 31, 2001. Aggregate minimum maturities, considering the reclassification of current obligations as previously described, for each of the next five years are as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) LEASES-LESSOR In third-quarter 2001, Williams purchased the Technology Center and three corporate aircraft from WCG for $276 million, which represents the approximate actual cost of construction of the Williams Technology Center and the acquisition cost of the ancillary assets and aircraft. Williams then entered into long-term lease arrangements under which WCG is the sole lessee of the Technology Center and aircraft assets. The lease arrangements are fully backed by the underlying assets and have payment terms ranging from three to ten years. WCG has an option to purchase the Technology Center, at any time during the term of the lease, at the unamortized cost of those assets. Williams has a put option that requires WCG to purchase the Technology Center due to a default by WCG on the lease at the unamortized cost of the assets plus accrued rent, or within the 90-day period prior to the 10-year lease termination or in the event of a casualty loss which exceeds set amounts at the unamortized cost of the Technology Center. WCG also has an option to purchase the corporate aircraft, at any time during the term of the lease, at the greater of the unamortized cost or the market value of those assets. The leases are classified as direct-financing leases. As a result, Williams removed the leased assets discussed above from its books and recorded a minimum lease payment receivable equal to the total of the minimum lease payments of $396 million reduced by the unearned interest income which is computed using a variable interest rate and initially equaled $120 million. Lease payments from WCG are applied as a reduction of the receivable while the unearned income is accreted to interest income using the effective interest method over the life of the leases. As of December 31, 2001, the Consolidated Balance Sheet includes $28.8 million in current accounts and notes receivable and $137.2 million (net of allowance for doubtful accounts of $103.2 million) in noncurrent other assets and deferred charges relating to these leasing arrangements. Future minimum lease payments receivable under the leasing arrangements as of December 31, 2001, are as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) In addition to financial support in favor of these entities, typically in the form of demand notes, Williams provides the outside investor in each entity with certain assurances that the entities involved in each transaction will maintain certain financial ratios and follow various restrictive covenants similar to, but in some cases broader than those found in Williams' credit agreements. A violation of any restrictive covenant, a default by Williams of its debt obligations, a failure to make priority distributions, or a failure to negotiate new priority return structures prior to the end of the initial priority return structure period, could ultimately result in an election by the outside investor in the impacted entity to liquidate the assets of that entity. A liquidation could result in a demand of repayment on any Williams obligations as well as the sale of other assets owned or secured by the entity in order to generate proceeds to return the investor's capital account balance. Williams can prevent liquidation of each entity through the exercise of the option to purchase the outside investor's preferred ownership interest. At December 31, 2001, outside investors owned preferred interests in the following Williams subsidiaries. SNOW GOOSE ASSOCIATES, L.L.C. In December 2000, Williams formed two separate legal entities, Snow Goose Associates, L.L.C. (Snow Goose) and Arctic Fox Assets, L.L.C. (Arctic Fox) for the purpose of generating funds to invest in certain Canadian energy-related assets. An outside investor contributed $560 million in exchange for the non- controlling preferred interest in Snow Goose. The investor in Snow Goose is entitled to quarterly priority distributions, representing an adjustable rate structure of approximately 3.5 percent at December 31, 2001. The initial priority return period is currently set to expire in December 2005. Snow Goose loaned the proceeds received from the outside investor to Arctic Fox. These proceeds were ultimately used to purchase the Canadian energy-related assets. Snow Goose's sole asset consists of a note receivable, due in December 2005 from Arctic Fox. At December 31, 2001, the assets of Arctic Fox include approximately a $400 million note receivable from Williams Energy (Canada), Inc., due in December 2005, collateralized by the Canadian energy-related assets, $35 million in loans from Williams payable upon demand, an investment in operating assets with a carrying value of approximately $140 million and an investment in 342,000 shares of Williams' cumulative convertible preferred stock with a liquidation value of $1,000 per share. If sold in a liquidation, each share of the Williams' cumulative preferred stock would become convertible into a number of Williams common stock determined by dividing $1,000 by a conversion price. The initial conversion price is $31.8125 per share. The initial conversion price is subject to adjustment for events such as stock splits of Williams common stock, the issuance of stock dividends, issuance of below market value subscription rights or warrants, and issuance of unusually large cash dividends. In addition to the covenants discussed above, the Snow Goose transaction requires Williams to maintain a credit rating equal to or higher than BBB- by Standard & Poor's or a credit rating equal to or higher than Baa3 by Moody's Investor's Service, but Williams must also maintain credit ratings of BB+ by Standard & Poor's and Ba1 by Moody's Investor's Service regardless of the rating by the other agency. Other significant covenants include: (i) an obligation of Williams Energy (Canada), Inc. to have earnings before interest, taxes, depreciation and amortization each quarter that are at least three times greater than the interest due on its loan from Arctic Fox for the quarter; (ii) an obligation of Williams Energy (Canada), Inc. to have total debt that is less than 50 percent of its total capitalization; (iii) an obligation of Arctic Fox to have assets with a book value that is at least two times larger than the unrecovered capital of the outside investor in Snow Goose; and (iv) an obligation of Arctic Fox to have cash flow each quarter that is at least three times greater than amounts payable to the outside investor in Snow Goose for that quarter. CASTLE ASSOCIATES L.P. In December 1998, Williams formed Castle Associates L.P. (Castle) through a series of transactions that resulted in the sale of a non-controlling preferred interest in Castle to an outside investor for $200 million. 99(b)-74
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Williams used the proceeds of the sale for general corporate purposes. At December 31, 2001, the assets of Castle include approximately $145 million in loans from Williams payable upon demand (demand loans), a $125 million loan from a Williams subsidiary secured by operating assets and a Williams guarantee due in December 2003, $60 million in third-party receivables guaranteed by Williams, and approximately $204 million in other various assets. While no event of default would arise from a downgrade of Williams' unsecured credit rating below Baa3 by Moody's Investor's Service and below BBB- by Standard & Poor's, Williams would be required to replace the demand loans with other assets. The outside investor is entitled to quarterly priority distributions based upon an adjustable rate structure of approximately 3.8 percent at December 31, 2001, in addition to a portion of the participation in the operating results of Castle. The initial priority return structure is currently set to expire in December 2002. Castle must satisfy certain financial covenants beyond those found in Williams' standard credit agreements, including a requirement that it must have assets with a value of at least 1.75 times the outside investors contributed capital, and a requirement that at the end of each fiscal quarter, Castle's profits for the year to date be at least 1.4 times the investor's priority return. PICEANCE PRODUCTION HOLDINGS LLC In December 2001, Williams formed Piceance Production Holdings LLC (Piceance) and Rulison Production Company LLC (Rulison) in a series of transactions that resulted in the sale of a non-controlling preferred interest in Piceance to an outside investor for $100 million. Williams used the proceeds of the sale for general corporate purposes. The assets of Piceance include fixed-price overriding royalty interests in certain oil and gas properties owned by a Williams subsidiary as well as a $135 million note from Rulison. The outside investor is entitled to monthly priority distributions beginning in January 2002, based upon an adjustable rate structure currently approximating 3.9 percent in addition to participation in a portion of the operating results of Piceance. The initial priority return structure is currently scheduled to expire in December 2006. Piceance must satisfy certain financial covenants beyond those found in Williams' standard credit agreements, including a requirement that it have assets with a value of at least 1.35 times the investor's capital account, and a requirement that at the end of each fiscal quarter, Piceance's profits for the year to date be at least 1.2 times the investor's priority return. Williams is allowed to access the excess cash flow of Piceance and Rulison between distribution period through demand loans. However, if Williams' credit ratings fall below BBB- by Standard & Poor's and Baa3 by Moody's Investor's Service or below BB+ by Standard & Poor's or below Ba1 by Moody's Investor's Service, Williams will be prevented from using demand loans, and therefore excess cash will be retained between distribution periods. These ratings triggers do not force an acceleration. Failure to satisfy the terms of the agreements would entitle the investor to deliver a transfer notice declaring the occurrence of a transfer event. In such case, unless the Williams subsidiary that is a member of Piceance exercises its purchase option, the managing member interest will automatically be transferred to the investor ten days following the transfer event. Upon a transfer event, the managing member can elect to liquidate and wind-up Piceance. In addition to the transactions discussed above, an outside investor owns a non-controlling preferred interest in the following Williams subsidiary. WILLIAMS RISK HOLDINGS L.L.C. During 1998, Williams formed Williams Risk Holdings L.L.C. (Holdings) in a series of transactions that resulted in the sale of a non-controlling preferred interest in Holdings to an outside investor for $135 million. Williams used the proceeds from the sale for general corporate purposes. The outside investor in Holdings is not a special purpose entity. The outside investor is entitled to monthly preferred distributions based upon an 99(b)-75
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) adjustable rate structure of approximately 5.9 percent at December 31, 2001, in addition to participation in a portion of the operating results of Holdings. The initial priority return structure of Holdings is currently scheduled to expire in September 2003 at which time Williams can attempt to negotiate a new priority return or elect to retire the outside investor's interest. In addition, terms of the Holdings transaction require Williams to maintain a specified minimum credit rating with various ratings organizations. Violation of various restrictive covenants, including a downgrade of Williams' senior unsecured rating below BB by Standard & Poor's or Ba1 by Moody's Investor's Service, could require an early retirement of the outside investor's ownership interest. Holdings must satisfy certain financial covenants beyond those found in Williams standard credit agreements, including, (i) a requirement that Holdings' cash, promissory notes and investments minus its contingent liabilities be equal to or greater than the purchase price of the outside investors' interests; (ii) a requirement that Holdings maintain a consolidated net worth at least two times greater than the purchase price of the outside investors' interests; and (iii) a requirement that Holdings' subsidiary's assets exceed by at least 1.05 times the fair market value of such subsidiary's liabilities. NOTE 15. WILLIAMS OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF TRUST HOLDING ONLY WILLIAMS INDENTURES In December 1999, Williams formed Williams Capital Trust I which issued $175 million in zero coupon Williams obligated mandatorily redeemable preferred securities. During April 2001, these securities were redeemed. NOTE 16. STOCKHOLDERS' EQUITY In January 2001, Williams issued approximately 38 million shares of common stock in a public offering at $36.125 per share. The impact of this issuance resulted in increases of approximately $38 million to common stock and $1.3 billion to capital in excess of par value. During 1999, each remaining share of the $3.50 Williams preferred stock was converted at the option of the holder into 4.6875 shares of Williams common stock prior to the redemption date. Williams maintains a Stockholder Rights Plan under which each outstanding share of Williams common stock has one-third of a preferred stock purchase right attached. Under certain conditions, each right may be exercised to purchase, at an exercise price of $140 (subject to adjustment), one two-hundredth of a share of Series A Junior Participating Preferred Stock. The rights may be exercised only if an Acquiring Person acquires (or obtains the right to acquire) 15 percent or more of Williams common stock; or commences an offer for 15 percent or more of Williams common stock; or the board of directors determines an Adverse Person has become the owner of a substantial amount of Williams common stock. The rights, which until exercised do not have voting rights, expire in 2006 and may be redeemed at a price of $.01 per right prior to their expiration, or within a specified period of time after the occurrence of certain events. In the event a person becomes the owner of more than 15 percent of Williams common stock or the board of directors determines that a person is an Adverse Person, each holder of a right (except an Acquiring Person or an Adverse Person) shall have the right to receive, upon exercise, Williams common stock having a value equal to two times the exercise price of the right. In the event Williams is engaged in a merger, business combination or 50 percent or more of Williams' assets, cash flow or earnings power is sold or transferred, each holder of a right (except an Acquiring Person or an Adverse Person) shall have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the right. 99(b)-76
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 17. STOCK-BASED COMPENSATION Williams has several plans providing for common-stock-based awards to employees and to non-employee directors. The plans permit the granting of various types of awards including, but not limited to, stock options, stock-appreciation rights, restricted stock and deferred stock. Awards may be granted for no consideration other than prior and future services or based on certain financial performance targets being achieved. The purchase price per share for stock options and the grant price for stock-appreciation rights may not be less than the market price of the underlying stock on the date of grant. Depending upon terms of the respective plans, stock options generally become exercisable in one-third increments each year from the anniversary of the grant or after three or five years, subject to accelerated vesting if certain future stock prices or if specific financial performance targets are achieved. Stock options expire 10 years after grant. At December 31, 2001, 46.4 million shares of Williams common stock were reserved for issuance pursuant to existing and future stock awards, of which 18.2 million shares were available for future grants (20.9 million at December 31, 2000). Certain of these plans had loan programs that provided loans for either a three- or five-year term using stock certificates as collateral. Interest payments are due annually during the term of the loan and interest rates are based on the minimum applicable federal rates required to avoid imputed income. The principal amount is due at the end of the loan term. Participants who leave the company during the loan period are required to pay the loan balance and any accrued interest within 30 days of termination. The amount of loans outstanding at December 31, 2001 and 2000, totaled approximately $38.1 million and $53.5 million, respectively. Effective November 14, 2001, the Company will no longer issue new loans under the stock option loan program. Current loan holders have been offered a one-time opportunity to refinance outstanding loans at a market rate of interest commensurate with the borrower's credit standing. The refinancing, if elected, would be in the form of a full recourse note, interest payable annually in cash, and loan maturity of no later than December 31, 2005. The loan would remain in force until maturity in the event of the employee's termination. The Company would hold the collateral shares and would review the borrower's financial position upon the one-time election and on an annual basis thereafter. If a current loan holder does not make the election to refinance, the current loans would remain outstanding with no refinancing at maturity. The following summary reflects stock option activity for Williams common stock and related information for 2001, 2000 and 1999:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The following summary provides information about Williams stock options outstanding and exercisable at December 31, 2001:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) for pro forma disclosure purposes, and additional awards generally are made each year, pro forma amounts may not be representative of future years' amounts. Williams granted deferred shares of approximately 1,423,000 in 2001, 332,000 in 2000 and 260,000 in 1999. Deferred shares are valued at the date of award, and the weighted-average grant date fair value of the shares granted was $40.84 in 2001, $39.13 in 2000 and $34.84 in 1999. Approximately $22 million, $11 million and $13 million was recognized as expense for deferred shares of Williams in 2001, 2000 and 1999, respectively. Expense related to deferred shares is recognized in the performance year or over the vesting period, depending on the terms of the awards. Williams issued approximately 260,000 in 2001, 140,000 in 2000 and 125,000 in 1999, of the deferred shares previously granted. NOTE 18. FINANCIAL INSTRUMENTS, DERIVATIVES, INCLUDING ENERGY TRADING ACTIVITIES, AND CONCENTRATION OF CREDIT RISK FINANCIAL INSTRUMENTS FAIR VALUE Fair-value methods The following methods and assumptions were used by Williams in estimating its fair-value disclosures for financial instruments: Cash and cash equivalents and notes payable: The carrying amounts reported in the balance sheet approximate fair value due to the short-term maturity of these instruments. Retained interest in accounts receivable sold to SPEs: The carrying amounts reported in the balance sheet approximate fair value. Fair value is based on the present value of future expected cash flows using management's best estimates of various factors, including credit loss experience and discount rates commensurate with the risks involved. Notes and other noncurrent receivables, margin deposits and deposits received from customers relating to energy trading and hedging activities: For those instruments with interest rates approximating market or maturities of less than three years, fair value is estimated to approximate historically recorded amounts. Investments-cost and advances to affiliates: Fair value is reflected to approximate historically recorded amounts as the investments are primarily in non-publicly traded foreign companies for which it is not practicable to estimate fair value of these investments. Investment in WCG: Fair value is calculated based on the year-end closing price of WCG common stock. The carrying amount reflects write-downs of the WCG investment to zero (see Note 4). Ferrellgas Partners L.P. senior common units: These securities are classified as available-for-sale and are reported at fair value, with net unrealized appreciation or depreciation reported as a component of accumulated other comprehensive income. Long-term debt: The fair value of Williams' long-term debt is valued using indicative year-end traded bond market prices for publicly traded issues, while private debt is valued based on the prices of similar securities with similar terms and credit ratings. At December 31, 2001 and 2000, 79 percent and 62 percent, respectively, of Williams' long-term debt was publicly traded. Williams used the expertise of outside investment banking firms to assist with the estimate of the fair value of long-term debt. Williams obligated mandatorily redeemable preferred securities of Trust: Fair value is based on the prices of similar securities with similar terms and credit ratings as the preferred securities are not publicly traded. Williams used the expertise of an outside investment banking firm to establish the fair value of obligated mandatorily redeemable preferred securities. 99(b)-79
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Interest-rate swaps: Fair value is determined by discounting estimated future cash flows using forward-interest rates derived from the year-end yield curve. Fair value was calculated by the financial institutions that are the counterparties to the swaps. Foreign exchange forward contract: Fair value is determined by discounting estimated future cash flows using forward foreign exchange rates derived from the year-end forward exchange curve. Fair value was calculated by the financial institution that is counterparty to the agreement. Energy risk management and trading and hedging contracts: Energy contracts utilized in trading activities include forward contracts, futures contracts, option contracts, swap agreements, commodity inventories, short- and long-term purchase and sale commitments, which involve physical delivery of an energy commodity and energy-related contracts, such as transportation, storage, full requirements, load serving and power tolling contracts. In addition, Williams enters into interest-rate swap agreements and credit default swaps to manage the interest rate and credit risk in its energy trading portfolio. Fair value of energy contracts is determined based on the nature of the transaction and the market in which transactions are executed. Certain transactions are executed in exchange-traded or over-the-counter markets for which quoted prices in active periods exist. Transactions are executed in exchange-traded or over-the-counter markets for which quoted market prices may exist; however, the markets may be relatively inactive, and price transparency is limited. Certain transactions are executed for which quoted market prices are not available. See Note 1 regarding Energy commodity risk management and trading activities and Derivative instruments and hedging activities for further discussion about determining fair value for energy contracts. Carrying amounts and fair values of Williams' financial instruments and energy risk management and trading activities
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) DERIVATIVES, INCLUDING ENERGY RISK MANAGEMENT AND TRADING ACTIVITIES Energy risk management and trading activities Williams, through Energy Marketing & Trading, has energy commodity risk management and trading operations that enter into energy contracts to provide price-risk management services associated with the energy industry to its customers. Contracts utilized in energy commodity risk management and trading activities include forward contracts, futures contracts, option contracts, swap agreements, short- and long-term purchase and sale commitments which involve physical delivery of an energy commodity and energy-related contracts, including transportation, storage, full requirements, load serving and power tolling contracts. In addition, Williams enters into interest rate swap agreements and credit default swaps to manage the interest rate and credit risk in its energy portfolio. See Note 1 for a description of the accounting valuation for these energy commodity risk management and trading activities. The net gain recognized in revenues from all price-risk management and trading activities was $1,696 million, $1,285.1 million and $214 million in 2001, 2000 and 1999, respectively. Energy Marketing & Trading actively manages the risk assumed from its activities and operations. This risk results from exposure to commodity market prices, volatility in those prices, correlation of commodity prices, the liquidity of the market in which the contract is transacted, interest rates, credit and counterparty performance. Energy Marketing & Trading manages market risk on a portfolio basis through established trading policy guidelines which are monitored on a daily basis. Energy Marketing & Trading actively seeks to diversify its portfolio in managing the commodity price risk in the transactions that it executes in various markets and regions by executing offsetting contracts to manage such commodity price risk. Futures contracts are commitments to either purchase or sell a commodity at a future date for a specified price and are generally settled in cash, but may be settled through delivery of the underlying commodity. An exchange-traded or over-the-counter market for which quoted prices in active periods are available exists for the futures contracts entered into by Energy Marketing & Trading. The fair value of these contracts is based on quoted prices. Swap agreements call for Energy Marketing & Trading to make payments to (or receive payments from) counterparties based upon the differential between a fixed and variable price or variable prices of energy commodities for different locations. Forward contracts and purchase and sale commitments with fixed volumes which involve physical delivery of energy commodities, contain both fixed and variable pricing terms. Swap agreements, forward contracts and purchase and sale commitments with fixed volumes are valued based on prices of the underlying energy commodities over the contract life and contractual or notional volumes with the resulting expected future cash flows discounted to a present value using a risk-free market interest rate. Certain of Energy Marketing & Trading's purchase and sale commitments, which involve physical delivery of energy commodities, contain optionality clauses or other arrangements that result in varying volumes. In addition, Energy Marketing & Trading buys and sells physical and financial option contracts which give the buyer the right to exercise the option and receive the difference between a predetermined strike price and a market price at the date of exercise. These contracts are valued based on option pricing models considering prices of the underlying energy commodities over the contract life, volatility of the commodity prices, contractual volumes, estimated volumes under option and other arrangements and a risk-free market interest rate. Energy-related contracts include transportation, storage, full requirements, load serving and power tolling contracts. Transportation contracts provide Energy Marketing & Trading the right, but not the obligation, to transport physical quantities of natural gas from one location to another on a daily basis. The payment or settlement required typically has a fixed component paid regardless of whether the transportation capacity is used and a variable component. Variable payments are made for shipments actually made during the month. The decision to use the capacity to ship natural gas is based on the difference between the price of natural gas 99(b)-82
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) at the pipeline receipt and delivery locations and the variable cost of transportation. Storage contracts provide Energy Marketing & Trading the right, but not the obligation, to store physical quantities of gas to take advantage of anticipated differentials between the price of natural gas during the period between injection and withdrawal and to enable it to supply existing delivery commitments when the estimated price spread differential less the cost of storing the natural gas is favorable. Energy Marketing & Trading enters full requirements arrangements which are structured to meet a variety of customers' needs. Agreements may be designed to manage natural gas and power supply requirements, service load growth, manage unplanned outages or other scenarios. Load serving agreements require Energy Marketing & Trading to procure energy supplies for its customers necessary to meet their load or energy needs. Power tolling contracts provide Energy Marketing & Trading the right, but not the obligation, to call on the counterparty to convert natural gas to electricity at a predefined heat conversion rate. Energy Marketing & Trading supplies the natural gas to the power plants and markets the electricity output. In exchange for this right, Energy Marketing & Trading pays a monthly fee and a variable fee based on usage. The decision as to whether the option will be exercised is dependent on the differential between natural gas and power commodity prices considering the heat conversion rate and variable fee. Fair value of these energy-related contracts is estimated using valuation techniques that incorporate option pricing theory, statistical and simulation analysis, present value concepts incorporating risk from uncertainty of the timing and amount of estimated cash flows and specific contractual terms. These valuation techniques utilize factors such as quoted energy commodity market prices, estimates of energy commodity market prices in the absence of quoted market prices, volatility factors underlying the positions, estimated correlation of energy commodity prices, contractual volumes, estimated volumes under option and other arrangements, the liquidity of the market in which the contract is transacted and a risk-free market discount rate. Fair value also reflects a risk premium that market participants would consider in their determination of fair value. Interest-rate swap agreements are used to manage the interest rate risk in the energy trading portfolio. Under these agreements, Energy Marketing & Trading pays a fixed rate and receives a variable rate on the notional amount of the agreements. The fair value of these contracts is determined by discounting estimated future cash flows using forward interest rates derived from interest rate yield curves. Credit default swaps are used to manage counterparty credit exposure in the energy trading portfolio. Under these agreements, Energy Marketing & Trading pays a fixed rate premium for a notional amount of risk coverage associated with certain credit events. The covered credit events are bankruptcy, obligation acceleration, failure to pay and restructuring. The fair value of these agreements is based on current pricing received from the counterparties. The valuation of the contracts entered into by Energy Marketing & Trading also considers factors such as the liquidity of the market in which the contract is transacted, uncertainty regarding the ability to liquidate the position considering market factors applicable at the date of such valuation and risk of non-performance and credit considerations of the counterparty. For contracts or transactions that extend into periods for which actively quoted prices are not available, Energy Marketing & Trading estimates energy commodity prices in the illiquid periods by incorporating information obtained from commodity prices in actively quoted markets, prices reflected in current transactions and market fundamental analysis. Determining fair value for contracts also involves complex assumptions including estimating natural gas and power market prices in illiquid periods and markets, estimating volatility and correlation of natural gas and power prices, evaluating risk from uncertainty inherent in estimating cash flows and estimates regarding counterparty performance and credit considerations. Energy Marketing & Trading has the risk of loss as a result of counterparties not performing pursuant to the terms of their contractual obligations. Risk of loss can result from credit considerations and the regulatory environment of the counterparty. Energy Marketing & Trading attempts to minimize credit-risk exposure to trading counterparties and brokers through formal credit policies, consideration of credit ratings from public 99(b)-83
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) rating agencies, monitoring procedures, master netting agreements and collateral support under certain circumstances. In addition, Williams has entered into credit default swaps to reduce this exposure. Valuation allowances are provided for credit risk in accordance with established credit policies. The concentration of counterparties within the energy and energy trading industry impacts Williams' overall exposure to credit risk in that these counterparties are similarly influenced by changes in the economy and regulatory issues. The counterparties associated with assets from energy commodity risk management and trading activities as of December 31, 2001 and 2000, are summarized as follows:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Energy commodity cash flow hedges Williams is also exposed to market risk from changes in energy commodity prices within the Energy Services business unit and the non-trading operations of Energy Marketing & Trading. Williams utilizes derivatives to manage its exposure to the variability in expected future cash flows attributable to commodity price risk associated with forecasted purchases and sales of natural gas, refined products, crude oil, electricity, ethanol and corn. These derivatives have been designated as cash flow hedges. Williams produces, buys and sells natural gas at different locations throughout the United States. To reduce exposure to a decrease in revenues or an increase in costs from fluctuations in natural gas market prices, Williams enters into natural gas futures contracts and swap agreements to fix the price of anticipated sales and purchases of natural gas. Williams' refineries purchase crude oil for processing and sell the refined products. To reduce the exposure to increasing costs of crude oil and/or decreasing refined product sales prices due to changes in market prices, Williams enters into crude oil and refined products futures contracts and swap agreements to lock in the prices of anticipated purchases of crude oil and sales of refined products. Williams' electric generation facilities utilize natural gas in the production of electricity. To reduce the exposure to increasing costs of natural gas due to changes in market prices, Williams enters into natural gas futures contracts and swap agreements to fix the prices of anticipated purchases of natural gas. To reduce the exposure to decreasing revenues from electricity sales, Williams enters into fixed-price forward physical contracts to fix the prices of anticipated sales of electric production. Derivative gains or losses from these cash flow hedges are deferred in other comprehensive income and reclassified into earnings in the same period or periods during which the hedged forecasted purchases or sales affect earnings. To match the underlying transaction being hedged, derivative gains or losses associated with anticipated purchases are recognized in costs and operating expenses and amounts associated with anticipated sales are recognized in revenues in the Consolidated Statement of Operations. Approximately $1 million of gains from hedge ineffectiveness is included in revenues in the Consolidated Statement of Operations during 2001. There were no derivative gains or losses excluded from the assessment of hedge effectiveness and no hedges were discontinued during 2001 as a result of it becoming probable that the forecasted transaction will not occur. There is approximately $142 million of pre-tax gains related to terminated derivatives included in accumulated other comprehensive income at December 31, 2001. These amounts will be recognized into net income as the hedged transaction occurs. As of December 31, 2001, Williams has hedged future cash flows associated with anticipated energy commodity purchases and sales for up to 15 years, and, based on recorded values at December 31, 2001, approximately $139 million of net gains (net of income tax provision of $86 million) will be reclassified into earnings within the next year offsetting net losses that will be realized in earnings from unfavorable market movements associated with the underlying hedged transactions. Energy commodity fair-value hedges Williams' refineries carry inventories of crude oil and refined products. Williams enters into crude oil and refined products futures contracts and swap agreements to reduce the market exposure of these inventories from changing energy commodity prices. These derivatives have been designated as fair-value hedges. Derivative gains and losses from these fair-value hedges are recognized in earnings currently along with the change in fair value of the hedged item attributable to the risk being hedged. Gains and losses related to hedges of inventory are recognized in costs and operating expenses in the Consolidated Statement of Operations. Approximately $5 million of net gains from hedge ineffectiveness was recognized in costs and operating expenses in the Consolidated Statement of Operations during 2001. There were no derivative gains or losses excluded from the assessment of hedge effectiveness. 99(b)-85
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Other energy commodity derivatives Williams' operations associated with crude oil refining and refined products marketing also include derivative transactions (primarily forward contracts, futures contracts, swap agreements and option contracts) which are not designated as hedges. The forward contracts are for the procurement of crude oil and refined products supply for operational purposes, while the other derivatives manage certain risks associated with market fluctuations in crude oil and refined product prices related to refined products marketing. The net change in fair value of these derivatives representing unrealized gains and losses is recognized in earnings currently as revenues or costs and operating expenses in the Consolidated Statement of Operations. Foreign currency hedges Williams has a Canadian-dollar-denominated note receivable that is exposed to foreign-currency risk. To protect against variability in the cash flows from the repayment of the note receivable associated with changes in foreign currency exchange rates, Williams entered into a forward contract to fix the U.S. dollar principal cash flows from this note. This derivative has been designated as a cash flow hedge and is expected to be highly effective over the period of the hedge. Gains and losses from the change in fair value of the derivative are deferred in other comprehensive income (loss) and reclassified to other income (expense) -- net below operating income when the Canadian-dollar-denominated note receivable impacts earnings as it is translated into U.S. dollars. There were no derivative gains or losses recorded in the Consolidated Statement of Operations from hedge ineffectiveness or from amounts excluded from the assessment of hedge effectiveness, and no foreign currency hedges were discontinued during 2001 as a result of it becoming probable that the forecasted transaction will not occur. This foreign-currency risk exposure is being hedged over the next 48 months. Of the $3.7 million net loss (net of income tax benefits of $2.3 million) deferred in other comprehensive income (loss) at December 31, 2001, the amount that will be reclassified into earnings over the next year will vary based on the gain or loss recognized as the note receivable is translated into U.S. dollars following changes in foreign-exchange rates. Interest-rate derivatives Williams enters into interest-rate swap agreements to manage its exposure to interest rates and modify the interest characteristics of its long-term debt. These agreements are designated with specific debt obligations, and involve the exchange of amounts based on the difference between fixed and variable interest rates calculated by reference to an agreed-upon notional amount. Interest-rate swaps in place during 2001 effectively modified Williams' exposure to interest rates by converting a portion of Williams' fixed rate debt to a variable rate. These derivatives were designated as fair value hedges and were perfectly effective. As a result, there was no current impact to earnings due to hedge ineffectiveness or due to the exclusion of a component of a derivative from the assessment of effectiveness. The change in fair value of the derivatives and the adjustments to the carrying amount of the underlying hedged debt were recorded as equal and offsetting gains and losses in other income (expense) -- net below operating income in the Consolidated Statement of Operations. There are no interest-rate derivatives designated as fair value hedges at December 31, 2001. CONCENTRATION OF CREDIT RISK Williams' cash equivalents consist of high-quality securities placed with various major financial institutions with credit ratings at or above AA by Standard & Poor's or Aa by Moody's Investor's Service. Williams' investment policy limits its credit exposure to any one issuer/obligor. 99(b)-86
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The following table summarizes concentration of receivables, net of allowances, by product or service at December 31, 2001 and 2000:
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) FERC. In December 2000, the FERC issued an order which provided that, for the period between October 2, 2000 and December 31, 2002, it may order refunds from Williams and other similarly situated companies if the FERC finds that the wholesale markets in California are unable to produce competitive, just and reasonable prices or that market power or other individual seller conduct is exercised to produce an unjust and unreasonable rate. Beginning on March 9, 2001, the FERC issued a series of orders directing Williams and other similarly situated companies to provide refunds for any prices charged in excess of FERC established proxy prices in January, February, March, April and May 2001, or to provide justification for the prices charged during those months. According to these orders, Williams' total potential refund liability for January through May 2001 is approximately $30 million. Williams has filed justification for its prices with the FERC and calculated its refund liability under the methodology used by the FERC to compute refund amounts at approximately $11 million. On July 25, 2001, the FERC issued an order establishing a hearing to establish the facts necessary to determine refunds under the approved methodology. Refunds under this order will cover the period of October 2, 2000 through June 20, 2001. They will be paid as offsets against outstanding bills and are inclusive of any amounts previously noticed for refund for that period. The judge presiding over the refund proceedings is expected to issue his findings in August 2002. The FERC will subsequently issue a refund order based on these findings. In the order issued June 19, 2001, the FERC implemented a revised price mitigation and market monitoring plan for wholesale power sales by all suppliers of electricity, including Williams, in spot markets for a region that includes California and ten other western states (the "Western Systems Coordinating Council," or "WSCC"). In general, the plan, which will be in effect from June 20, 2001 through September 30, 2002, establishes a market clearing price for spot sales in all hours of the day that is based on the bid of the highest-cost gas-fired California generating unit that is needed to serve the ISO's load. When generation operating reserves fall below seven percent in California (a "reserve deficiency period"), absent cost-based justification for a higher price, the maximum price that Williams may charge for wholesale spot sales in the WSCC is the market clearing price. When generation operating reserves rise to seven percent or above in California, absent cost-based justification for a higher price, Williams' maximum price will be limited to 85 percent of the highest hourly price that was in effect during the most recent reserve deficiency period. This methodology initially resulted in a maximum price of $92 per megawatt hour during non-emergency periods and $108 per megawatt hour during emergency periods, and these maximum prices remained unchanged throughout Summer and Fall 2001. The California Public Utilities Commission (CPUC) filed a complaint with the FERC on February 25, 2002, seeking to void or, alternatively, reform a number of the long-term power purchase contracts entered into between the State of California and several suppliers in 2001, including Energy Marketing & Trading. The CPUC alleges that the contracts are tainted with the exercise of market power and significantly exceed "just and reasonable" prices. The Electricity Oversight Board made a similar filing on February 27, 2002. On December 19, 2001, the FERC reaffirmed its June 19 and July 25 orders with certain clarifications and modifications. It also altered the price mitigation methodology for spot market transactions for the WSCC market for the winter 2001 season and set the period maximum price at $108 per megawatt hour through April 30, 2002. Under the order, this price would be subject to being recalculated when the average gas price rises by a minimum factor of ten percent effective for the following trading day, but in no event will the maximum price drop below $108 per megawatt hour. The FERC also upheld a ten percent addition to the price applicable to sales into California to reflect credit risk. Certain entities have also asked the FERC to revoke Williams' authority to sell power from California-based generating units at market-based rates to limit Williams to cost-based rates for future sales from such units and to order refunds of excessive rates, with interest, back to May 1, 2000, and possibly earlier. On March 14, 2001, the FERC issued a Show Cause Order directing Williams Energy Marketing & Trading Company and AES Southland, Inc. to show cause why they should not be found to have engaged in 99(b)-88
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) violations of the Federal Power Act and various agreements, and they were directed to make refunds in the aggregate of approximately $10.8 million, and have certain conditions placed on Williams' market-based rate authority for sales from specific generating facilities in California for a limited period. On April 30, 2001, the FERC issued an Order approving a settlement of this proceeding. The settlement terminated the proceeding without making any findings of wrongdoing by Williams. Pursuant to the settlement, Williams agreed to refund $8 million to the ISO by crediting such amount against outstanding invoices. Williams also agreed to prospective conditions on its authority to make bulk power sales at market-based rates for certain limited facilities under which it has call rights for a one-year period. Williams also has been informed that the facts underlying this proceeding are also under investigation by a California Grand Jury. On September 27, 2001, the FERC issued a Notice of Proposed Rulemaking proposing to adopt uniform standards of conduct for transmission providers. The proposed rules define transmission providers as interstate natural gas pipelines and public utilities that own, operate or control electric transmission facilities. The proposed standards would regulate the conduct of transmission providers with their energy affiliates. The FERC proposes to define energy affiliates broadly to include any transmission provider affiliate that engages in or is involved in transmission (gas or electric) transactions, or manages or controls transmission capacity, or buys, sells, trades or administers natural gas or electric energy or engages in financial transactions relating to the sale or transmission of natural gas or electricity. Current rules affecting Williams regulate the conduct of Williams' natural gas pipelines and their natural gas marketing affiliates. If adopted, these new standards would require the adoption of new compliance measures by certain Williams subsidiaries. On February 13, 2002, the FERC issued an Order Directing Staff Investigation commencing a proceeding titled Fact-Finding Investigation of Potential Manipulation of Electric and Natural Gas Prices. Through the investigation, the FERC intends to determine whether "any entity, including Enron Corporation (through any of its affiliates or subsidiaries), manipulated short-term prices for electric energy or natural gas in the West or otherwise exercised undue influence over wholesale electric prices in the West, since January 1, 2000, resulting in potentially unjust and unreasonable rates in long-term power sales contracts subsequently entered into by sellers in the West." This investigation does not constitute a Federal Power Act complaint, rather, the results of the investigation will be used by the FERC in any existing or subsequent Federal Power Act or Natural Gas Act complaint. The FERC Staff is directed to complete the investigation as soon as "is practicable." Williams, through many of its subsidiaries, is a major supplier of natural gas and power in the West and, as such, anticipates being the subject of certain aspects of the investigation. ENVIRONMENTAL MATTERS Since 1989, Texas Gas and Transcontinental Gas Pipe Line have had studies under way to test certain of their facilities for the presence of toxic and hazardous substances to determine to what extent, if any, remediation may be necessary. Transcontinental Gas Pipe Line has responded to data requests regarding such potential contamination of certain of its sites. The costs of any such remediation will depend upon the scope of the remediation. At December 31, 2001, these subsidiaries had accrued liabilities totaling approximately $33 million for these costs. Certain Williams subsidiaries, including Texas Gas and Transcontinental Gas Pipe Line, have been identified as potentially responsible parties (PRP) at various Superfund and state waste disposal sites. In addition, these subsidiaries have incurred, or are alleged to have incurred, various other hazardous materials removal or remediation obligations under environmental laws. Although no assurances can be given, Williams does not believe that these obligations or the PRP status of these subsidiaries will have a material adverse effect on its financial position, results of operations or net cash flows. Transcontinental Gas Pipe Line, Texas Gas and Williams Gas Pipelines Central (Central) have identified polychlorinated biphenyl contamination in air compressor systems, soils and related properties at certain compressor station sites. Transcontinental Gas Pipe Line, Texas Gas and Central have also been 99(b)-89
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) involved in negotiations with the U.S. Environmental Protection Agency (EPA) and state agencies to develop screening, sampling and cleanup programs. In addition, negotiations with certain environmental authorities and other programs concerning investigative and remedial actions relative to potential mercury contamination at certain gas metering sites have been commenced by Central, Texas Gas and Transcontinental Gas Pipe Line. As of December 31, 2001, Central had accrued a liability for approximately $9 million, representing the current estimate of future environmental cleanup costs to be incurred over the next six to ten years. Texas Gas and Transcontinental Gas Pipe Line likewise had accrued liabilities for these costs which are included in the $33 million liability mentioned above. Actual costs incurred will depend on the actual number of contaminated sites identified, the actual amount and extent of contamination discovered, the final cleanup standards mandated by the EPA and other governmental authorities and other factors. In July 1999, Transcontinental Gas Pipe Line received a letter stating that the U.S. Department of Justice (DOJ), at the request of the EPA, intends to file a civil action against Transcontinental Gas Pipe Line arising from its waste management practices at Transcontinental Gas Pipe Line's compressor stations and metering stations in 11 states from Texas to New Jersey. Transcontinental Gas Pipe Line, the EPA and the DOJ agreed to settle this matter by signing a Consent Decree that provides for a civil penalty of $1.4 million. Williams Energy Services (WES) and its subsidiaries also accrue environmental remediation costs for its natural gas gathering and processing facilities, petroleum products pipelines, retail petroleum and refining operations and for certain facilities related to former propane marketing operations primarily related to soil and groundwater contamination. In addition, WES owns a discontinued petroleum refining facility that is being evaluated for potential remediation efforts. At December 31, 2001, WES and its subsidiaries had accrued liabilities totaling approximately $43 million. WES accrues receivables related to environmental remediation costs based upon an estimate of amounts that will be reimbursed from state funds for certain expenses associated with underground storage tank problems and repairs. At December 31, 2001, WES and its subsidiaries had accrued receivables totaling $1 million. Williams Field Services (WFS), a WES subsidiary, received a Notice of Violation (NOV) from the EPA in February 2000. WFS received a contemporaneous letter from the DOJ indicating that the DOJ will also be involved in the matter. The NOV alleged violations of the Clean Air Act at a gas processing plant. WFS, the EPA and the DOJ agreed to settle this matter for a penalty of $850,000. In the course of investigating this matter, WFS discovered a similar potential violation at the plant and disclosed it to the EPA and the DOJ. In December 2001, the EPA, the DOJ and WFS agreed to settle this self-reported matter by signing a Consent Decree that provides for a penalty of $950,000. In connection with the 1987 sale of the assets of Agrico Chemical Company, Williams agreed to indemnify the purchaser for environmental cleanup costs resulting from certain conditions at specified locations, to the extent such costs exceed a specified amount. At December 31, 2001, Williams had approximately $10 million accrued for such excess costs. The actual costs incurred will depend on the actual amount and extent of contamination discovered, the final cleanup standards mandated by the EPA or other governmental authorities, and other factors. On July 2, 2001, the EPA issued an information request asking for information on oil releases and discharges in any amount from Williams' pipelines, pipeline systems, and pipeline facilities used in the movement of oil or petroleum products, during the period July 1, 1998 through July 2, 2001. In November 2001, Williams furnished its response. OTHER LEGAL MATTERS In connection with agreements to resolve take-or-pay and other contract claims and to amend gas purchase contracts, Transcontinental Gas Pipe Line and Texas Gas each entered into certain settlements with producers which may require the indemnification of certain claims for additional royalties which the producers 99(b)-90
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) may be required to pay as a result of such settlements. As a result of such settlements, Transcontinental Gas Pipe Line is currently defending three lawsuits brought by producers. In one of the cases, a jury verdict found that Transcontinental Gas Pipe Line was required to pay a producer damages of $23.3 million including $3.8 million in attorneys' fees. In addition, through December 31, 2001, post-judgment interest was approximately $10.5 million. Transcontinental Gas Pipe Line's appeals have been denied by the Texas Court of Appeals for the First District of Texas, and on April 2, 2001, the company filed an appeal to the Texas Supreme Court. On February 21, 2002, the Texas Supreme Court denied Transcontinental Gas Pipe Line's petition for review. As a result, Transcontinental Gas Pipe Line recorded a pre-tax charge to income (loss) for the year ended December 31, 2001 in the amount of $37 million ($18 million is included in Gas Pipeline's segment profit and $19 million in interest accrued) representing management's estimate of the effect of this ruling. Transcontinental Gas Pipe Line plans to request rehearing of the court's decision. In the other cases, producers have asserted damages, including interest calculated through December 31, 2001, of $16.3 million. Producers have received and may receive other demands, which could result in additional claims. Indemnification for royalties will depend on, among other things, the specific lease provisions between the producer and the lessor and the terms of the settlement between the producer and either Transcontinental Gas Pipe Line or Texas Gas. Texas Gas may file to recover 75 percent of any such additional amounts it may be required to pay pursuant to indemnities for royalties under the provisions of Order 528. On June 8, 2001, 14 Williams entities were named as defendants in a nationwide class action lawsuit which has been pending against other defendants, generally pipeline and gathering companies, for more than one year. The plaintiffs allege that the defendants, including the Williams defendants, have engaged in mismeasurement techniques that distort the heating content of natural gas, resulting in an alleged underpayment of royalties to the class of producer plaintiffs. In September 2001, the plaintiffs voluntarily dismissed two of the 14 Williams entities named as defendants in the lawsuit. In November 2001, Williams, along with other Coordinating Defendants, filed a motion to dismiss under Rules 9b and 12b of the Kansas Rules of Civil Procedure. In January 2002, most of the Williams defendants, along with a group of Coordinating Defendants, filed a motion to dismiss for lack of personal jurisdiction. The court has not yet ruled on these motions. In the next several months, the Williams entities will join with other defendants in contesting certification of the plaintiff class. In 1998, the United States Department of Justice informed Williams that Jack Grynberg, an individual, had filed claims in the United States District Court for the District of Colorado under the False Claims Act against Williams and certain of its wholly owned subsidiaries including Central, Kern River Gas Transmission, Northwest Pipeline, Williams Gas Pipeline Company, Transcontinental Gas Pipe Line Corporation, Texas Gas, Williams Field Services Company and Williams Production Company. Mr. Grynberg has also filed claims against approximately 300 other energy companies and alleges that the defendants violated the False Claims Act in connection with the measurement and purchase of hydrocarbons. The relief sought is an unspecified amount of royalties allegedly not paid to the federal government, treble damages, a civil penalty, attorneys' fees, and costs. On April 9, 1999, the United States Department of Justice announced that it was declining to intervene in any of the Grynberg qui tam cases, including the action filed against the Williams entities in the United States District Court for the District of Colorado. On October 21, 1999, the Panel on Multi-District Litigation transferred all of the Grynberg qui tam cases, including those filed against Williams, to the United States District Court for the District of Wyoming for pre-trial purposes. Motions to dismiss the complaints filed by various defendants, including Williams, were denied on May 18, 2001. Williams and certain of its subsidiaries are named as defendants in various putative, nationwide class actions brought on behalf of all landowners on whose property the plaintiffs have alleged WCG installed fiber-optic cable without the permission of the landowners. Williams believes that WCG's installation of the cable containing the fiber network that crosses over or near the putative class members' land does not infringe on their property rights. Williams also does not believe that the plaintiffs have sufficient basis for certification of a class action. It is likely that Williams will be subject to other putative class action suits challenging WCG's 99(b)-91
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) railroad or pipeline rights of way. However, Williams has a claim for indemnity from WCG, subject to their ability to perform, for damages resulting from or arising out of the businesses or operations conducted or formerly conducted or assets owned or formerly owned by any subsidiary of WCG. In November 2000, class actions were filed in San Diego, California Superior Court by Pamela Gordon and Ruth Hendricks on behalf of San Diego rate payers against California power generators and traders including Williams Energy Services Company and Williams Energy Marketing & Trading Company, subsidiaries of Williams. Three municipal water districts also filed a similar action on their own behalf. Other class actions have been filed on behalf of the people of California and on behalf of commercial restaurants in San Francisco Superior Court. These lawsuits result from the increase in wholesale power prices in California that began in the summer of 2000. Williams is also a defendant in other litigation arising out of California energy issues. The suits claim that the defendants acted to manipulate prices in violation of the California antitrust and unfair business practices statutes and other state and federal laws. Plaintiffs are seeking injunctive relief as well as restitution, disgorgement, appointment of a receiver, and damages, including treble damages. These cases have all been coordinated in San Diego County Superior Court. On May 2, 2001, the Lieutenant Governor of the State of California and Assemblywoman Barbara Matthews, acting in their individual capacities as members of the general public, filed suit against five companies including Williams Energy Marketing & Trading and 14 executive officers, including Keith Bailey, Chairman of Williams, Steve Malcolm, President and CEO of Williams, and Bill Hobbs, President and CEO of Williams Energy Marketing & Trading, in Los Angeles Superior State Court alleging State Antitrust and Fraudulent and Unfair Business Act Violations and seeking injunctive and declaratory relief, civil fines, treble damages and other relief, all in an unspecified amount. This case is being coordinated with the other class actions in San Diego Superior Court. On May 17, 2001, the DOJ advised Williams that it had commenced an antitrust investigation relating to an agreement between a subsidiary of Williams and AES Southland alleging that the agreement limits the expansion of electric generating capacity at or near the AES Southland plants that are subject to a long-term tolling agreement between Williams and AES Southland. In connection with that investigation, the DOJ has issued two Civil Investigative Demands to Williams requesting answers to certain interrogatories and the production of documents. Williams is cooperating with the investigation. On October 5, 2001, suit was filed on behalf of California taxpayers and electric ratepayers in the Superior Court for the County of San Francisco against the Governor of California and 22 other defendants consisting of other state officials, utilities and generators, including Energy Marketing & Trading. The suit alleges that the long-term power contracts entered into by the state with generators are illegal and unenforceable on the basis of fraud, mistake, breach of duty, conflict of interest, failure to comply with law, commercial impossibility and change in circumstances. Remedies sought include rescission, reformation, injunction, and recovery of funds. On October 19, 2001, Williams settled a $42 million claim for coal royalty payments relating to a discontinued activity by agreeing to pay $9.5 million. Since January 29, 2002, Williams is aware of numerous shareholder class action suits that have been filed in the United States District Court for the Northern District of Oklahoma. The majority of the suits allege that Williams and co-defendants, Williams Communications and certain corporate officers, have acted jointly and separately to inflate the stock price of both companies. Other suits allege similar causes of action related to a public offering in early January 2002, known as the FELINE PACS offering. This case was filed against Williams, certain corporate officers, all members of the Williams board of directors and all of the offerings' underwriters. Williams does not anticipate any immediate action by the Court in these actions. In addition, class action complaints have been filed against Williams and the members of its board of directors under the 99(b)-92
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Employee Retirement Income Security Act by participants in Williams' 401(k) plan based on similar allegations. In addition to the foregoing, various other proceedings are pending against Williams or its subsidiaries which are incidental to their operations. Enron Corp. (Enron) and certain of its subsidiaries, with whom Energy Marketing & Trading and other Williams subsidiaries have had commercial relations, filed a voluntary petition for Chapter 11 reorganization under the U.S. Bankruptcy Code in the Federal District Court for the Southern District of New York on December 2, 2001. Additional Enron subsidiaries have subsequently filed for Chapter 11. The court has not set a date for the filing of claims. During fourth-quarter 2001, Energy Marketing & Trading recorded a total decrease to revenues of approximately $130 million as a part of its valuation of energy commodity and derivative trading contracts with Enron entities, approximately $91 million of which was recorded pursuant to events immediately preceding and following the announced bankruptcy of Enron. Other Williams subsidiaries recorded approximately $4 million of bad debt expense related to amounts receivable from Enron entities in fourth-quarter 2001, reflected in selling, general and administrative expenses. At December 31, 2001, Williams has reduced its recorded exposure to accounts receivable from Enron entities, net of margin deposits, to expected recoverable amounts. SUMMARY While no assurances may be given, Williams, based on advice of counsel, does not believe that the ultimate resolution of the foregoing matters, taken as a whole and after consideration of amounts accrued, insurance coverage, recovery from customers or other indemnification arrangements, will have a materially adverse effect upon Williams' future financial position, results of operations or cash flow requirements. COMMITMENTS Energy Marketing & Trading has entered into certain contracts giving Williams the right to receive fuel conversion services as well as certain other services associated with electric generation facilities that are either currently in operation or are to be constructed at various locations throughout the continental United States. At December 31, 2001, annual estimated committed payments under these contracts range from approximately $20 million to $462 million, resulting in total committed payments over the next 21 years of approximately $8 billion. See Note 4 for commitments related to certain equity and cost method investments and Note 11 for commitments for construction and acquisition of property, plant and equipment. NOTE 20. RELATED PARTY TRANSACTIONS In fourth-quarter 2000, Williams entered into a $600 million debt obligation with Lehman Brothers Inc. Lehman Brothers Inc. is a related party as a result of a director that serves on both Williams' and Lehman Brothers Holdings, Inc.'s board of directors. This debt obligation was paid in first-quarter 2001. In addition, Williams paid $27 million to Lehman Brothers Inc. in 2001, primarily for underwriting fees related to debt and equity issuances. 99(b)-93
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 21. ACCUMULATED OTHER COMPREHENSIVE INCOME The table below presents changes in the components of accumulated other comprehensive income.
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Unrealized appreciation (depreciation) on securities for years prior to 2000 represents activity related to securities held by WCG. At December 31, 2000, the unrealized appreciation (depreciation) on securities balance includes $76.1 million of unrealized net appreciation related to securities held by WCG. Foreign currency translation balances include translation losses of $38.5 million and $13.6 million at December 31, 2000 and 1999, respectively, which relate to WCG. The adjustment due to the spinoff of WCG for 2001 includes unrealized appreciation (depreciation) on securities and foreign currency translation balances which relate to WCG and are included in the $2.0 billion decrease to stockholders' equity (see Note 3). The remaining balances relate to the continuing operations of Williams. NOTE 22. SEGMENT DISCLOSURES Williams evaluates performance based upon segment profit (loss) from operations which includes revenues from external and internal customers, operating costs and expenses, depreciation, depletion and amortization, equity earnings (losses) and income (loss) from investments. The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies. Intersegment sales are generally accounted for as if the sales were to unaffiliated third parties, that is, at current market prices. The majority of energy commodity hedging by the Energy Services' business units is done through intercompany derivatives with Energy Marketing & Trading which, in turn, enters into offsetting derivative contracts with unrelated third parties. Energy Marketing & Trading bears the counter party performance risks associated with unrelated third parties. Similarly, hedging of interest rate risk in the energy trading portfolio by Energy Marketing & Trading is facilitated by the corporate treasury operation. All hedging effectiveness, ineffectiveness and risk of this activity is recognized by Energy Marketing & Trading. Williams' reportable segments are strategic business units that offer different products and services. The segments are managed separately because each segment requires different technology, marketing strategies and industry knowledge. Other includes corporate operations. On April 11, 2002, Williams Energy Partners acquired Williams Pipe Line, an operation within Petroleum Services. Accordingly, Williams Pipe Line's operations have been transferred from the Petroleum Services segment to the Williams Energy Partners segment for which segment information has been restated for all periods presented. Segment amounts for 2000 and 1999 have been restated to reflect two new reporting segments, International and Williams Energy Partners, and the reclassification of Energy Marketing & Trading to a third industry group (see Note 1). Exploration & Production's 2001 additions to long-lived assets and increase in total assets, as noted on pages 99(b)-98 and 99(b)-99, respectively, are due primarily to the Barrett acquisition (see Note 2). 99(b)-95
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The following table reflects the reconciliation of operating income as reported on the Consolidated Statement of Operations to segment profit (loss), per the table on page 99(b)-98.
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
THE WILLIAMS COMPANIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONCLUDED)
THE WILLIAMS COMPANIES, INC. QUARTERLY FINANCIAL DATA (UNAUDITED) Summarized quarterly financial data are as follows (millions, except per-share amounts). Certain amounts have been restated or reclassified as described in Note 1 of Notes to Consolidated Financial Statements.
THE WILLIAMS COMPANIES, INC. QUARTERLY FINANCIAL DATA -- (CONCLUDED) (UNAUDITED) Included in third-quarter 2001 net income is a $94.2 million pre-tax charge related to the write-down of certain equity and cost basis investments (see Note 4). Fourth-quarter 2001 net income (loss) includes a $170 million pre-tax impairment charge relating to the soda ash mining operations located in Colorado (see Note 5). Also, included in fourth-quarter 2001 net income (loss) is a $130 million pre-tax decrease to revenues and an approximate $4 million pre-tax charge to bad debt expense related to Williams' estimated net exposure for the Enron bankruptcy at Energy Marketing & Trading and Gas Pipeline, respectively (see Note 19), a $13.3 million pre-tax impairment charge for the termination of a plant expansion at Energy Marketing & Trading and a $14.7 million pre-tax impairment charge and other loss accruals related to certain travel centers at Petroleum Services. Additionally, fourth-quarter 2001 net income (loss) includes a $37 million pre-tax charge resulting from an unfavorable court decision in one of Transcontinental Gas Pipe Line's royalty claims proceeding (see Note 19) and $213 million pre-tax charges included in continuing operations related to estimated losses from an assessment of the recoverability of WCG related receivables (see Note 3). Second-quarter 2000 net income includes approximately $75 million in pre-tax reductions to certain rate refund liabilities and related interest accruals based on favorable FERC and judicial rulings received regarding regulatory proceedings. Also included in second and fourth-quarter 2000 net income (loss) is a $25.9 million and a $17.2 million pre-tax charge, respectively, resulting from the decision to discontinue Energy Marketing & Trading's mezzanine lending services (see Note 5). Fourth-quarter 2000 net income includes a $16.3 million pre-tax charge relating to management's decision and commitment to sell Energy Marketing & Trading's distributed power generation business and an $11.9 million pre-tax charge relating to management's decision and commitment to sell certain of Petroleum Services' end-to-end mobile computing systems business. These charges represent the impairment of the assets to fair value based on the expected net sales proceeds. First, third and fourth-quarter 2000 include after-tax loss from discontinued operations of $39.2 million, $55.4 million and $411.9 million, respectively, while second-quarter 2000 includes after-tax income of $65.4 million, all of which are related to WCG which was spun off April 23, 2001. First, second, third and fourth-quarter 2000 include after-tax income from discontinued operations related to the sale of Kern River pipeline of $9.6 million, $9.0 million, $10.3 million and $11.1 million, respectively (see Note 3). 99(b)-100
THE WILLIAMS COMPANIES, INC. SUPPLEMENTAL OIL AND GAS DISCLOSURES (UNAUDITED) The following information pertains to the Company's oil and gas producing activities and is presented in accordance with SFAS No. 69 "Disclosures About Oil and Gas Producing Activities". The information is required to be disclosed by geographic region. Williams has significant oil and gas producing activities primarily in the Rocky Mountain, Mid-continent and Gulf Coast regions of the United States. Additionally, Williams has oil and gas producing activities in Argentina; however, proved reserves and revenues related to these activities are approximately 5.6 percent and 4.3 percent, respectively, of Williams' total oil and gas producing activities. The following information relates only to the oil and gas activities in the United States. CAPITALIZED COSTS
THE WILLIAMS COMPANIES, INC. SUPPLEMENTAL OIL AND GAS DISCLOSURES -- (CONTINUED) (UNAUDITED) RESULTS OF OPERATIONS
THE WILLIAMS COMPANIES, INC. SUPPLEMENTAL OIL AND GAS DISCLOSURES -- (CONTINUED) (UNAUDITED) PROVED RESERVES
THE WILLIAMS COMPANIES, INC. SUPPLEMENTAL OIL AND GAS DISCLOSURES -- (CONCLUDED) (UNAUDITED) STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
EXHIBIT 99(c) THE WILLIAMS COMPANIES, INC. SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS