SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 23, 2003
-------------
(Date of earliest event reported)
The Williams Companies, Inc.
----------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-4174 73-0569878
- --------------------- -------------------------- ------------------
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
One Williams Center Tulsa, Oklahoma 74172
- ----------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (918) 573-2000
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events
The Williams Companies, Inc.("Williams") is filing with the Securities
and Exchange Commission pro forma financial information reflecting its Texas Gas
pipeline operations, its Williams Energy Partners segment, its Alaska refinery
and related assets and its interest in the Gulf Liquids New River Project LLC as
discontinued operations to supplement Williams' previously issued consolidated
financial statements included in Williams' Annual Report on Form 10-K for the
year ended December 31, 2002 and Williams' Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003. Williams has previously filed Form 8-Ks which
included pro forma information reflecting Texas Gas and Williams Energy Partners
as discontinued operations.
Item 7. Financial Statements and Exhibits
The Company files the following exhibits as part of this report:
Exhibit 99.1 Pro forma Financial Information presenting Williams Energy
Partners, Texas Gas Transmission Corporation, Alaskan
operations and Gulf Liquids New River Project LLC as
discontinued operations for the periods included in Williams'
Annual Report on Form 10-K for the year ended December 31,
2002
Exhibit 99.2 Pro forma Financial Information presenting Williams Energy
Partners, Texas Gas Transmission Corporation, Alaskan
operations and Gulf Liquids New River Project LLC as
discontinued operations for the periods included in Williams'
Quarterly Report on Form 10-Q for the quarter ended March 31,
2003
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.
Date: July 23, 2003 /s/ Brian K. Shore
--------------------------------
Name: Brian K. Shore
Title: Corporate Secretary
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
Exhibit 99.1 Pro forma Financial Information presenting Williams
Energy Partners, Texas Gas Transmission Corporation,
Alaskan operations and Gulf Liquids New River Project
LLC as discontinued operations for the periods
included in Williams' Annual Report on Form 10-K for
the year ended December 31, 2002
Exhibit 99.2 Pro forma Financial Information presenting Williams
Energy Partners, Texas Gas Transmission Corporation,
Alaskan operations and Gulf Liquids New River Project
LLC as discontinued operations for the periods
included in Williams' Quarterly Report on Form 10-Q
for the quarter ended March 31, 2003
EXHIBIT 99.1
PRO FORMA FINANCIAL INFORMATION PRESENTING WILLIAMS ENERGY PARTNERS, TEXAS GAS
TRANSMISSION CORPORATION, ALASKAN OPERATIONS AND GULF LIQUIDS NEW RIVER
PROJECT LLC AS DISCONTINUED OPERATIONS FOR THE PERIODS INCLUDED IN
WILLIAMS' ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2002
In April 2003, Williams' Board of Directors approved resolutions that
authorized management to execute and deliver, in the name of the sellers,
agreements for the sales of its general partner and limited partner interests in
Williams Energy Partners and its 5,800-mile Texas Gas pipeline operations In
June 2003, Williams' Board of Directors approved resolutions that authorized
management to execute and deliver, in the name of the sellers, agreements for
the sales of the assets of Gulf Liquids New River Project LLC and Williams'
operating assets located in the state of Alaska including, but not limited to
the 220,000 barrels per day crude oil refinery located in North Pole, Alaska,
the 29 company-owned convenience stores marketing under the "Williams Express"
brand, a 3.0845% interest in the Trans Alaska Pipeline System ("TAPS") and other
related assets. The following unaudited pro forma financial information is
included to supplement Williams' previously issued consolidated financial
statements included in Williams' Annual Report on Form 10-K for the year ended
December 31, 2002, to present the operations of Williams Energy Partners, Texas
Gas, the Alaskan businesses and Gulf Liquids New River Project LLC as
discontinued operations. The combined revenues of these operations previously
included in consolidated revenues as reported in Williams' Annual Report on Form
10-K were $1,489.1 million, $1,471.0 million and $1,517.1 million for the years
ended December 31, 2002, 2001 and 2000, respectively, and the combined net
income of these entities previously included in income (loss) from continuing
operations was $83.4 million, $153.2 million and $156.6 million for the years
ended December 31, 2002, 2001 and 2000, respectively. The unaudited pro forma
consolidated statement of operations does not reflect any potential gain or loss
(other than previously recorded impairment charges) related to the expected
sales. Consistent with Williams' previously issued consolidated financial
statements, other assets and/or businesses are also reported as discontinued
operations, those being Kern River, Central, soda ash mining operations,
Mid-America and Seminole Pipelines, Midsouth refinery and related assets,
Williams travel centers, bio-energy facilities and Williams Communications
Group, Inc.
For comparative purposes, income (loss) from continuing operations as
reported in Williams' Form 10-K was a loss of $501.5 million for the year ended
December 31, 2002 and income of $802.7 million and $820.4 million for the years
ended December 31, 2001 and 2000, respectively. Additionally, the reported loss
from discontinued operations was $253.2 million, $1,280.4 million and $296.1
million for the years ended December 31, 2002, 2001, and 2000, respectively.
The unaudited pro forma financial information on the following pages should
be read in conjunction with the historical financial statements and notes
thereto included in the Williams Annual Report on Form 10-K for the year ended
December 31, 2002 and other information filed with the Securities and Exchange
Commission.
THE WILLIAMS COMPANIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(Millions, except per-share amounts) Years Ended December 31,
- ------------------------------------ ---------------------------------------
2002 2001 2000
--------- --------- ---------
Revenues:
Energy Marketing & Trading $ 56.2 $ 1,705.6 $ 1,295.1
Gas Pipeline 1,241.8 1,180.8 1,310.3
Exploration & Production 899.9 615.2 331.0
Midstream Gas & Liquids 1,892.7 1,906.8 1,574.3
Petroleum Services 58.2 239.0 561.2
Other 65.8 80.3 74.4
Intercompany eliminations (95.3) (133.2) (104.1)
--------- --------- ---------
Total revenues 4,119.3 5,594.5 5,042.2
--------- --------- ---------
Segment costs and expenses:
Costs and operating expenses 2,578.5 2,787.7 2,704.1
Selling, general and administrative expenses 568.7 660.5 486.8
Other (income) expense - net 276.9 (12.4) 82.5
--------- --------- ---------
Total segment costs and expenses 3,424.1 3,435.8 3,273.4
--------- --------- ---------
General corporate expenses 142.8 124.3 97.2
--------- --------- ---------
Operating income (loss):
Energy Marketing & Trading (471.7) 1,294.6 968.2
Gas Pipeline 470.7 398.3 467.1
Exploration & Production 516.8 219.5 75.8
Midstream Gas & Liquids 196.4 185.9 282.0
Petroleum Services .4 63.3 (18.3)
Other (17.4) (2.9) (6.0)
General corporate expenses (142.8) (124.3) (97.2)
--------- --------- ---------
Total operating income 552.4 2,034.4 1,671.6
--------- --------- ---------
Interest accrued (1,159.6) (691.8) (620.8)
Interest capitalized 27.4 36.9 32.1
Interest rate swap loss (124.2) -- --
Investing income (loss) (113.1) (172.8) 83.0
Minority interest in income and preferred returns of consolidated subsidiaries (41.8) (71.7) (56.8)
Other income (expense) - net 24.3 26.4 (.5)
--------- --------- ---------
Income (loss) from continuing operations before income taxes (834.6) 1,161.4 1,108.6
Provision (benefit) for income taxes (249.8) 511.9 444.8
--------- --------- ---------
Income (loss) from continuing operations (584.8) 649.5 663.8
Loss from discontinued operations (169.9) (1,127.2) (139.5)
--------- --------- ---------
Net income (loss) (754.7) (477.7) 524.3
Preferred stock dividends 90.1 -- --
--------- --------- ---------
Income (loss) applicable to common stock $ (844.8) $ (477.7) $ 524.3
========= ========= =========
Basic earnings (loss) per common share:
Income (loss) from continuing operations $ (1.30) $ 1.31 $ 1.49
Loss from discontinued operations (.33) (2.27) (.31)
--------- --------- ---------
Net income (loss) $ (1.63) $ (.96) $ 1.18
========= ========= =========
Diluted earnings (loss) per common share:
Income (loss) from continuing operations $ (1.30) $ 1.30 $ 1.48
Loss from discontinued operations (.33) (2.25) (.31)
--------- --------- ---------
Net income (loss) $ (1.63) $ (.95) $ 1.17
========= ========= =========
THE WILLIAMS COMPANIES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(Dollars in millions, except per-share amounts) December 31,
- ----------------------------------------------- ------------------------
2002 2001
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 1,650.4 $ 1,240.4
Restricted cash 102.8 --
Accounts and notes receivable, net of allowance of $111.8 ($251.8 in 2001) 2,415.4 2,659.6
Inventories 380.5 487.8
Energy risk management and trading assets 5,276.5 6,401.1
Margin deposits 804.8 171.4
Assets of discontinued operations 1,251.1 1,002.7
Deferred income taxes 569.2 440.6
Other current assets and deferred charges 435.4 421.4
--------- ---------
Total current assets 12,886.1 12,825.0
Restricted cash 188.1 --
Investments 1,468.6 1,554.4
Property, plant and equipment - net 12,354.4 12,149.8
Energy risk management and trading assets 3,578.7 4,030.4
Goodwill 1,059.5 1,118.2
Assets of discontinued operations 2,612.6 6,051.3
Receivables from Williams Communications Group, Inc.
(less allowance of $103.2 in 2001) 120.3 137.2
Other assets and deferred charges 720.2 747.9
--------- ---------
Total assets $34,988.5 $38,614.2
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 934.8 $ 1,424.5
Accounts payable 1,939.8 2,466.3
Accrued liabilities 1,411.8 1,596.4
Liabilities of discontinued operations 532.1 836.6
Energy risk management and trading liabilities 5,359.6 5,412.7
Guarantees and payment obligations related to Williams Communications
Group, Inc. 47.7 645.6
Long-term debt due within one year 1,082.7 999.4
--------- ---------
Total current liabilities 11,308.5 13,381.5
Long-term debt 11,076.7 8,287.8
Deferred income taxes 3,353.6 3,689.9
Liabilities and minority interests of discontinued operations 1,258.0 1,503.3
Energy risk management and trading liabilities 1,863.5 2,757.6
Guarantees and payment obligations related to Williams Communications
Group, Inc. -- 1,120.0
Other liabilities and deferred income 995.5 782.7
Contingent liabilities and commitments
Minority interests in consolidated subsidiaries 83.7 71.0
Preferred interests in consolidated subsidiaries -- 976.4
Stockholders' equity:
Preferred stock, $1 per share par value, 30 million shares authorized, 1.5 million
issued in 2002, none in 2001 271.3 --
Common stock, $1 per share par value, 960 million shares authorized, 519.9 million
issued in 2002, 518.9 million issued in 2001 519.9 518.9
Capital in excess of par value 5,177.2 5,085.1
Retained earnings (deficit) (884.3) 199.6
Accumulated other comprehensive income 33.8 345.1
Other (30.3) (65.0)
--------- ---------
5,087.6 6,083.7
Less treasury stock (at cost), 3.2 million shares of common stock in 2002 and
3.4 million in 2001 (38.6) (39.7)
--------- ---------
Total stockholders' equity 5,049.0 6,044.0
--------- ---------
Total liabilities and stockholders' equity $34,988.5 $38,614.2
========= =========
THE WILLIAMS COMPANIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(Millions) Years Ended December 31,
- ---------- ------------------------------------
2002 2001 2000
-------- -------- --------
OPERATING ACTIVITIES:
Income (loss) from continuing operations $ (584.8) $ 649.5 $ 663.8
Adjustments to reconcile to cash provided (used) by operations:
Depreciation, depletion and amortization 682.6 536.6 434.1
Provision (benefit) for deferred income taxes (176.9) 320.5 338.2
Payments of guarantees and payment obligations related to Williams
Communications Group, Inc. (753.9) -- --
Provision for loss on property and other assets 435.8 157.4 57.3
Net gain on dispositions of assets (190.4) (91.2) (7.8)
Provision for uncollectible accounts:
Williams Communications Group, Inc. 268.7 188.0 --
Other 9.7 13.6 3.2
Accrual for interest included in RMT note payable 32.2 -- --
Amortization of deferred set-up fee and fixed rate interest on RMT note payable 110.9 -- --
Minority interest in income and preferred returns of consolidated subsidiaries 41.8 71.7 56.8
Tax benefit received and amortization of stock-based awards 32.3 48.4 36.7
Cash provided (used) by changes in current assets and liabilities:
Restricted cash (4.0) -- --
Accounts and notes receivable 225.6 335.9 (1,486.6)
Inventories 85.2 269.4 (244.0)
Margin deposits (633.4) 559.5 (671.7)
Other current assets and deferred charges (337.3) 130.9 7.8
Accounts payable (591.2) (448.6) 1,245.4
Accrued liabilities (244.9) 238.6 276.5
Changes in current energy risk management and trading assets and liabilities 1,071.4 (742.9) (218.8)
Changes in noncurrent energy risk management and trading assets and liabilities (442.4) (806.1) (485.2)
Changes in noncurrent restricted cash (104.1) -- --
Other, including changes in noncurrent assets and liabilities 36.1 (31.8) 107.7
-------- -------- --------
Net cash provided (used) by operating activities of continuing operations (1,031.0) 1,399.4 113.4
Net cash provided by operating activities of discontinued operations 488.8 451.6 470.4
-------- -------- --------
Net cash provided (used) by operating activities (542.2) 1,851.0 583.8
-------- -------- --------
FINANCING ACTIVITIES:
Proceeds from notes payable 913.0 1,830.0 2,190.4
Payments of notes payable (2,024.4) (2,631.4) (723.9)
Proceeds from long-term debt 3,481.5 3,377.1 984.6
Payments of long-term debt (2,538.1) (1,654.9) (701.9)
Proceeds from issuance of common stock 5.2 1,388.5 64.1
Proceeds from issuance of preferred stock 271.3 -- --
Dividends paid (230.8) (341.0) (265.8)
Net proceeds from issuance of preferred interests of consolidated subsidiaries -- 95.3 546.8
Retirement of preferred interest in consolidated subsidiary (135.0) -- --
Redemption of Williams obligated mandatorily redeemable preferred securities of
Trust holding only Williams indentures -- (194.0) --
Payments/dividends to minority and preferred interests (48.0) (50.3) (35.7)
Changes in restricted cash (182.1) -- --
Payments for debt issuance costs (186.3) (44.8) (3.9)
Changes in cash overdrafts 28.4 (28.8) (31.9)
Other - net (8.4) (.1) (.1)
-------- -------- --------
Net cash provided (used) by financing activities of continuing operations (653.7) 1,745.6 2,022.7
Net cash provided by financing activities of discontinued operations 526.6 1,584.4 1,728.3
-------- -------- --------
Net cash provided (used) by financing activities $ (127.1) $3,330.0 $3,751.0
-------- -------- --------
Continued on the next page
(Millions) Years Ended December 31,
- ---------- ------------------------------------
2002 2001 2000
-------- -------- --------
INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures $(1,687.2) $(1,467.6) $ (996.8)
Proceeds from dispositions 549.1 28.4 28.5
Acquisitions of businesses (primarily property, plant and equipment),
net of cash acquired -- (1,291.6) (726.4)
Purchases of investments/advances to affiliates (308.7) (568.3) (176.1)
Proceeds from sales of businesses 2,300.4 163.7 --
Proceeds from dispositions of investments and other assets 273.0 243.9 47.0
Proceeds received on advances to affiliates 75.0 95.0 --
Proceeds received on sale of claims against Williams Communications Group, Inc. 180.0 -- --
Purchase of assets subsequently leased to seller -- (276.0) --
Other - net 35.0 24.7 .7
--------- --------- --------
Net cash provided (used) by investing activities of continuing operations 1,416.6 (3,047.8) (1,823.1)
Net cash used by investing activities of discontinued operations (312.4) (1,946.3) (2,382.6)
--------- --------- --------
Net cash provided (used) by investing activities 1,104.2 (4,994.1) (4,205.7)
--------- --------- --------
Cash of discontinued operations at spinoff -- (96.5) --
--------- --------- --------
Increase in cash and cash equivalents 434.9 90.4 129.1
Cash and cash equivalents at beginning of year 1,301.1 1,210.7 1,081.6
--------- --------- --------
Cash and cash equivalents at end of year* $ 1,736.0 $ 1,301.1 $1,210.7
--------- --------- --------
* Includes cash and cash equivalents of discontinued operations of $85.6
million, $60.7 million and $249.5 million for 2002, 2001 and 2000,
respectively.
EXHIBIT 99.2
PRO FORMA FINANCIAL INFORMATION PRESENTING WILLIAMS ENERGY PARTNERS, TEXAS GAS
TRANSMISSION CORPORATION, ALASKAN OPERATIONS AND GULF LIQUIDS NEW RIVER
PROJECT LLC AS DISCONTINUED OPERATIONS FOR THE PERIODS INCLUDED IN
WILLIAMS' QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31,
2003
In April 2003, Williams, Board of Directors approved resolutions that
authorized management to execute and deliver, in the name of the sellers,
agreements for the sales of its general partner and limited partner interests in
Williams Energy Partners and its 5,800-mile Texas Gas pipeline system. In June
2003, Williams Board of Directors approved resolutions that authorized
management to execute and deliver, in the name of the sellers, agreements for
the sales of the assets of Gulf Liquids New River Project LLC and Williams'
operating assets located in the state of Alaska including, but not limited to
the 220,000 barrels per day crude oil refinery located in North Pole, Alaska,
the 29 company-owned convenience stores marketing under the "Williams Express"
brand, a 3.0845% interest in the Trans Alaska Pipeline System ("TAPS") and other
related assets. The following unaudited pro forma financial information is
included to supplement Williams' previously issued consolidated statements of
operations and balance sheets included in Williams' Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2003, to present the operations of
Williams Energy Partners, Texas Gas, the Alaskan businesses and Gulf Liquids New
River Project LLC as discontinued operations. The combined revenues of these
operations previously included in consolidated revenues as reported in Williams'
Quarterly Report on Form 10-Q were $410.5 million and $344.3 million for the
three months ended March 31, 2003 and 2002, respectively and the combined net
loss of these entities previously included in income (loss) from continuing
operations was $26.4 million for the three months ended March 31, 2003 and the
combined net income of these entities previously included in income (loss) from
continuing operations was $51.3 million for the three months ended March 31,
2002. The unaudited pro forma consolidated statement of operations does not
reflect any potential gain or loss (other than previously recorded impairment
charges) related to the expected sales. Consistent with Williams' previously
issued consolidated financial statements, other assets and/or businesses are
also reported as discontinued operations, those being Kern River, Central, soda
ash mining operations, Mid-America and Seminole Pipelines, Midsouth refinery and
related assets, Williams travel centers, and bio-energy facilities.
For comparative purposes, income (loss) from continuing operations as
reported in Williams' Form 10-Q was a loss of $57.7 million for the three months
ended March 31, 2003 and income of $98.4 million for the three months ended
March 31, 2002. Additionally, the reported income from discontinued operations
was $4.5 million and $9.3 million for the three months ended March 31, 2003 and
2002, respectively.
The unaudited pro forma financial information on the following pages should
be read in conjunction with the historical financial statements and notes
thereto included in the Williams' Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2003 and other information filed with the
Securities and Exchange Commission. Amounts in the December 31, 2002 balance
sheet have been reclassified to be consistent with the presentation within the
March 31, 2003 balance sheet included in the Form 10-Q for items affected by
Emerging Issues Task Force Issue No. 02-3.
THE WILLIAMS COMPANIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(Dollars in millions, except per-share amounts) Three months ended March 31,
- ----------------------------------------------- ----------------------------
2003 2002
----------- -----------
Revenues:
Energy Marketing & Trading $ 3,781.5 $ 340.9
Gas Pipeline 323.3 305.0
Exploration & Production 266.4 227.7
Midstream Gas & Liquids 1,130.7 400.0
Petroleum Services 14.0 9.8
Other 14.0 16.8
Intercompany eliminations (580.2) (22.5)
----------- -----------
Total revenues 4,949.7 1,277.7
----------- -----------
Segment costs and expenses:
Costs and operating expenses 4,569.4 597.3
Selling, general and administrative expenses 115.3 132.0
Other expense - net .6 .1
----------- -----------
Total segment costs and expenses 4,685.3 729.4
----------- -----------
General corporate expenses 22.9 38.2
----------- -----------
Operating income (loss):
Energy Marketing & Trading (130.5) 273.0
Gas Pipeline 149.4 115.2
Exploration & Production 124.0 106.7
Midstream Gas & Liquids 120.5 52.7
Petroleum Services 1.4 2.2
Other (0.4) (1.5)
General corporate expenses (22.9) (38.2)
----------- -----------
Total operating income 241.5 510.1
----------- -----------
Interest accrued (352.8) (204.0)
Interest capitalized 12.0 4.8
Interest rate swap income (loss) (2.8) 10.2
Investing income (loss) 46.3 (216.7)
Minority interest in income and preferred returns
of consolidated subsidiaries (3.5) (12.0)
Other income (expense) - net 22.0 (5.3)
----------- -----------
Income (loss) from continuing operations before income taxes and cumulative
effect of change in accounting principles (37.3) 87.1
Provision (benefit) for income taxes (6.0) 40.0
----------- -----------
Income (loss) from continuing operations (31.3) 47.1
Income (loss) from discontinued operations (21.9) 60.6
----------- -----------
Income (loss) before cumulative effect of change in accounting principles (53.2) 107.7
Cumulative effect of change in accounting principles (761.3) --
----------- -----------
Net income (loss) (814.5) 107.7
Preferred stock dividends 6.8 69.7
----------- -----------
Income (loss) applicable to common stock $ (821.3) $ 38.0
=========== ===========
Basic and diluted earnings (loss) per common share:
Income (loss) from continuing operations $ (.08) $ (.05)
Income (loss) from discontinued operations (.04) .12
----------- -----------
Income (loss) before cumulative effect of change in accounting principles (.12) .07
Cumulative effect of change in accounting principles (1.47) --
----------- -----------
Net income (loss) $ (1.59) $ .07
=========== ===========
Basic weighted-average shares (thousands) 517,652 519,224
Diluted weighted-average shares (thousands) 517,652 519,224
THE WILLIAMS COMPANIES, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(Dollars in millions, except per-share amounts) March 31, December 31,
- ---------------------------------------------- 2003 2002
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,403.2 $ 1,650.4
Restricted cash 323.1 102.8
Accounts and notes receivable less allowance of $114.2 ($111.8 in 2002) 2,441.7 2,415.4
Inventories 304.9 380.5
Energy risk management and trading assets -- 296.7
Derivative assets 7,772.8 5,024.3
Margin deposits 853.5 804.8
Assets of discontinued operations 545.7 1,251.1
Deferred income taxes 572.9 569.2
Other current assets and deferred charges 394.6 390.9
------------ ------------
Total current assets 14,612.4 12,886.1
Restricted cash 216.4 188.1
Investments 1,504.1 1,468.6
Property, plant and equipment, at cost 16,166.2 16,053.5
Less accumulated depreciation and depletion (3,716.8) (3,699.1)
------------ ------------
12,449.4 12,354.4
Energy risk management and trading assets -- 1,821.6
Derivative assets 2,415.2 1,865.1
Goodwill 1,059.5 1,059.5
Assets of discontinued operations 2,448.9 2,612.6
Other assets and deferred charges 736.4 732.5
------------ ------------
Total assets $ 35,442.3 $ 34,988.5
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 967.6 $ 934.8
Accounts payable 1,840.6 1,939.8
Accrued liabilities 1,248.9 1,406.4
Liabilities of discontinued operations 429.6 532.1
Energy risk management and trading liabilities -- 244.4
Derivative liabilities 7,807.5 5,168.3
Long-term debt due within one year 2,214.4 1,082.7
------------ ------------
Total current liabilities 14,508.6 11,308.5
Long-term debt 9,761.4 11,076.7
Deferred income taxes 2,799.5 3,353.6
Liabilities and minority interests of discontinued operations 1,170.6 1,258.0
Energy risk management and trading liabilities -- 680.9
Derivative liabilities 2,023.0 1,209.8
Other liabilities and deferred income 939.5 968.3
Contingent liabilities and commitments
Minority interests in consolidated subsidiaries 86.8 83.7
Stockholders' equity:
Preferred stock, $1 per share par value, 30 million shares authorized, 1.5 million issued
in 2003 and 2002 271.3 271.3
Common stock, $1 per share par value, 960 million shares authorized, 520.8 million issued
in 2003, 519.9 million issued in 2002 520.8 519.9
Capital in excess of par value 5,186.6 5,177.2
Accumulated deficit (1,710.8) (884.3)
Accumulated other comprehensive income (loss) (48.3) 33.8
Other (28.1) (30.3)
------------ ------------
4,191.5 5,087.6
Less treasury stock (at cost), 3.2 million shares of common stock in 2003 and 2002 (38.6) (38.6)
------------ ------------
Total stockholders' equity 4,152.9 5,049.0
------------ ------------
Total liabilities and stockholders' equity $ 35,442.3 $ 34,988.5
============ ============
THE WILLIAMS COMPANIES, INC.
PRO FORMA CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(Millions) Three months ended March 31,
- ----------- ------------------------------
2003 2002
------------ ------------
OPERATING ACTIVITIES:
Income (loss) from continuing operations $ (31.3) $ 47.1
Adjustments to reconcile to cash provided (used) by operations:
Depreciation, depletion and amortization 173.5 155.6
Provision (benefit) for deferred income taxes (17.0) 26.2
Payments of guarantees and payment obligations related to WilTel -- (753.9)
Provision for loss on property and other assets 12.0 9.3
Provision for uncollectible accounts:
WilTel -- 232.0
Other 5.8 1.6
Minority interest in income and preferred returns of consolidated subsidiaries 3.5 12.0
Amortization and taxes associated with stock-based awards 11.1 8.0
Accrual for fixed rate interest included in the RMT note payable 33.0 --
Amortization of deferred set-up fee and fixed rate interest on RMT note payable 64.3 --
Cash provided (used) by changes in current assets and liabilities:
Restricted cash 2.5 --
Accounts and notes receivable (62.7) (124.0)
Inventories 34.4 (66.9)
Margin deposits (48.7) (43.1)
Other current assets and deferred charges (68.4) (99.7)
Accounts payable (76.4) 120.5
Accrued liabilities (157.4) (291.3)
Changes in current derivative and energy risk management and trading
assets and liabilities 1,083.3 58.3
Changes in noncurrent derivative and energy risk management and trading assets
and liabilities (1,094.2) (347.0)
Other, including changes in noncurrent assets and liabilities (60.7) (35.0)
------------ ------------
Net cash used by operating activities of continuing operations (193.4) (1,090.3)
Net cash provided by operating activities of discontinued operations 96.7 92.4
------------ ------------
Net cash used by operating activities (96.7) (997.9)
------------ ------------
FINANCING ACTIVITIES:
Payments of notes payable (.1) (1,337.5)
Proceeds from long-term debt 176.5 3,075.2
Payments of long-term debt (360.5) (277.1)
Proceeds from issuance of common stock -- 13.1
Proceeds from issuance of preferred stock -- 272.3
Dividends paid (12.0) (103.5)
Payments of debt issuance costs (6.9) (95.3)
Payments/dividends to minority and preferred interests (.4) (10.1)
Changes in restricted cash (250.6) --
Changes in cash overdrafts (31.9) (6.2)
Other--net .1 (.4)
------------ ------------
Net cash provided (used) by financing activities of continuing operations (485.8) 1,530.5
Net cash used by financing activities of discontinued operations (80.5) (1.1)
------------ ------------
Net cash provided (used) by financing activities (566.3) 1,529.4
------------ ------------
INVESTING ACTIVITIES:
Property, plant and equipment:
Capital expenditures (237.3) (351.8)
Proceeds from dispositions 43.4 84.7
Purchases of investments/advances to affiliates (5.7) (149.9)
Proceeds from sales of businesses 636.2 423.2
Other--net 4.1 .4
------------ ------------
Net cash provided by investing activities of continuing operations 440.7 6.6
Net cash used by investing activities of discontinued operations (12.1) (136.2)
------------ ------------
Net cash provided (used) by investing activities 428.6 (129.6)
------------ ------------
Increase (decrease) in cash and cash equivalents (234.4) 401.9
Cash and cash equivalents at beginning of period* 1,736.0 1,301.1
------------ ------------
Cash and cash equivalents at end of period* $ 1,501.6 $ 1,703.0
============ ============
* Includes cash and cash equivalents of discontinued operations of $98.4
million, $85.6 million, $33.3 million and $60.7 million at March 31, 2003,
December 31, 2002, March 31, 2002 and December 31, 2001, respectively.
