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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950134-02-000680.txt : 20020414
<SEC-HEADER>0000950134-02-000680.hdr.sgml : 20020414
ACCESSION NUMBER:		0000950134-02-000680
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020129
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020130

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WILLIAMS COMPANIES INC
		CENTRAL INDEX KEY:			0000107263
		STANDARD INDUSTRIAL CLASSIFICATION:	NATURAL GAS TRANSMISSION [4922]
		IRS NUMBER:				730569878
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04174
		FILM NUMBER:		02522514

	BUSINESS ADDRESS:	
		STREET 1:		ONE WILLIAMS CTR
		CITY:			TULSA
		STATE:			OK
		ZIP:			74172
		BUSINESS PHONE:		9185732000

	MAIL ADDRESS:	
		STREET 1:		ONE WILLIAM CENTER
		CITY:			TULSA
		STATE:			OK
		ZIP:			74172

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WILLIAMS BROTHERS COMPANIES
		DATE OF NAME CHANGE:	19710817
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d93868e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
                       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 (Date of earliest event reported): January 29, 2002
                                                        ------------------



                          The Williams Companies, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



   Delaware                       1-4174                        73-0569878
- ---------------                 -----------                  ----------------
(State or other                 (Commission                  (I.R.S. Employer
 jurisdiction of                File Number)                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)


                                       1
<PAGE>


Item 5.    Other Events.

           The Williams Companies, Inc. ("Williams") announced today it expects
to achieve recurring 2001 earnings of $2.35 per share, which includes an
approximate 12 cents per share fourth quarter charge for credit exposure related
to Enron's bankruptcy, vs. recurring earnings of $2.33 per share in the previous
year. Williams' estimated unaudited income from continuing operations is $2.01
per share on a diluted basis for 2001 vs. $2.15 per share in 2000. A
reconciliation of estimated income from continuing operations to recurring
earnings is included in Exhibit 99.1. It includes all non-recurring items,
except the contingency referenced in Exhibit 99.1 related to Williams' former
telecommunications business.

           Williams' planned release of complete unaudited 2001 earnings has
been delayed pending an internal assessment of Williams' contingent obligations
related to Williams Communications Group, Inc. (NYSE:WCG). This assessment was
initiated in light of Williams' previously announced intention to eliminate
credit-rating and equity-price triggers as part of contingent financial
commitments associated with the 2001 spin-off of WCG, and because of recent
developments within the telecommunications industry.

Item 7.    Financial Statements and Exhibits.

           Williams files the following exhibit as part of this report:

           Exhibit 99.1    Copy of Williams' press release dated January
                           29, 2002, publicly announcing the matters reported
                           herein.

           Pursuant to the requirements of the Securities Exchange Act of 1934,
Williams has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                             THE WILLIAMS COMPANIES, INC.


Date: January 30, 2002            /s/ Suzanne H. Costin
                             ------------------------------------------------
                             Name:    Suzanne H. Costin
                             Title:   Corporate Secretary


                                       2
<PAGE>


                                INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER            DESCRIPTION
- ------            -----------
<S>               <C>
99.1              Copy of Williams' press release dated January 29, 2002,
                  publicly announcing the matters reported herein.
</Table>


                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d93868ex99-1.txt
<DESCRIPTION>PRESS RELEASE DATED JANUARY 29, 2002
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1




[NEWS RELEASE]                                                   [WILLIAMS LOGO]



NYSE: WMB
- --------------------------------------------------------------------------------

DATE:             Jan. 29, 2002


<Table>
<S>                 <C>                                <C>                                <C>
CONTACT:            Jim Gipson                         Rick Rodekohr                      Richard George
                    Williams (media relations)         Williams (investor relations)      Williams (investor relations)
                    (918) 573-2111                     (918) 573-2087                     (918) 573-3679
                    JIM.GIPSON@WILLIAMS.COM            RICK.RODEKOHR@WILLIAMS.COM         RICHARD.GEORGE@WILLIAMS.COM
</Table>


       WILLIAMS' ESTIMATED RECURRING EARNINGS, INCLUDING ENRON CHARGE, TO
                               BE $2.35 PER SHARE
     Complete Earnings Report Awaiting Assessment of Contingent Obligations

           TULSA, Okla. -- Williams (NYSE:WMB), led by substantially improved
performance of its energy marketing & trading and exploration & production
units, said today it expects to achieve recurring 2001 earnings of $2.35 per
share, which includes an approximate 12 cents per share fourth quarter charge
for credit exposure related to Enron's bankruptcy, vs. recurring earnings of
$2.33 per share in the previous year.

           Williams' estimated unaudited income from continuing operations is
$2.01 per share on a diluted basis for 2001 vs. $2.15 per share in 2000. A
reconciliation of estimated income from continuing operations to recurring
earnings accompanies this release. It includes all non-recurring items, except
the contingency referenced below related to Williams' former telecommunications
business.

           Today's planned release of complete unaudited 2001 earnings has been
delayed pending an internal assessment of Williams' contingent obligations
related to Williams Communications (NYSE:WCG). This assessment was initiated in
light of Williams' previously announced intention to eliminate credit-rating and
equity-price triggers as part of contingent financial commitments associated
with the 2001 spin-off of WCG, and because of recent developments within the
telecommunications industry.

           Within the next few weeks, Williams expects to be able to estimate
the financial effect, if any, regarding its ultimate obligation related to WCG's
$1.4 billion debt and a network lease agreement covering

<PAGE>

assets that cost $750 million. Any financial impact would likely be classified
as discontinued operations in Williams' final 2001 consolidated income
statement.

           Steve Malcolm, president and chief executive officer, will lead a
conference call today, as planned, to discuss the company's operational
performance. Malcolm reaffirmed the previous 2002 recurring earnings guidance of
from $2.65 to $2.75 per share.

           For the fourth quarter of 2001, recurring earnings are expected to be
34 cents per share vs. 89 cents for the same quarter of 2000. Williams'
estimated fourth quarter 2001 income from continuing operations is 13 cents on a
diluted basis vs. 80 cents per share for the previous year.

           The major fourth quarter 2001 non-recurring item is the previously
announced pre-tax impairment charge related to the company's investment in a
soda ash business, which is $170 million ($153 million net of minority
interest).

         Following is a summary of estimated recurring segment profit results of
Williams' major business groups:

         ENERGY MARKETING & TRADING: $1.3 billion in recurring segment profit
2001 vs. $1.1 billion for the previous year. The improvement was primarily due
to increased origination of price risk management services and structured risk
management solutions, which also served to reduce natural gas and power
portfolio risk. Recurring results include fourth quarter charges totaling $91
million for credit exposure related to Enron's bankruptcy.

         At year-end, approximately 70 percent of the value recognized in this
business' power structured risk management portfolio is expected to be realized
over the next five years. In addition, approximately 80 percent of the power
structured risk management portfolio volumes are fully hedged for the first 10
years.

         Estimated 2001 segment profit of $1.3 billion includes the previously
disclosed $23 million loss from the write-down of certain marketable equities,
while segment profit of $1 billion in 2000 includes $65.5 million in impairments
and loss accruals.

         Recurring segment profit for the fourth quarter of 2001 is estimated to
be $169.9 million vs. $547 million for the same period of 2000. The decline
primarily was due to lower spark spreads recognized in the fourth quarter of
2001.

         GAS PIPELINE: $710.9 million in recurring segment profit in 2001 vs.
$750.7 million for the previous year. The benefit in 2000 of rate refund
liability reversals and rate surcharges totaling $74 million are partially
offset in 2001 by a $15.1 million favorable regulatory adjustment, higher
earnings from investments in joint venture projects of $19 million and increased
natural gas transportation revenues on the Transco system.

         Estimated 2001 segment profit of $738.4 million includes a $27.5
million gain on the sale of a portion of Williams' investment in Northern Border
Partners. Segment profit in 2000 was $741.5 million.

         For the fourth quarter of 2001, recurring segment profit is estimated
to be $189.7 million, which includes a $4.5 million charge related to Enron
credit exposure, vs. $175.6 million for the same quarter a year ago.


                                       2
<PAGE>

         ENERGY SERVICES: $715.5 million in recurring segment profit in 2001 vs.
$615.7 million during the previous year. Estimated 2001 segment profit before
non-recurring items is $569.9 million vs. $564.9 million during 2000. Energy
Services' major business segments are:

         Midstream Gas & Liquids: $235.4 million in recurring segment profit in
2001 vs. $314.9 million for the previous year. Segment profit declined primarily
due to average domestic liquids margins and volumes that were 50 percent and 15
percent lower, respectively, than during 2000. The decrease was partially offset
by $11.3 million increased segment profit from higher gathering volumes.

         Recurring 2001 segment profit excludes $13.8 million of impairments of
gathering assets that the company plans to sell. For the fourth quarter,
recurring segment profit is estimated to be $60.6 million in 2001 vs. $61.1
million for the same period of 2000.

         Petroleum Services: $247.2 million in recurring segment profit in 2001
vs. $198 million for the previous year. The improvement was led by Williams'
higher refined products margins and full-year results of Williams' investment in
the Trans-Alaska pipeline. This was partially offset by increased operating
losses of the travel centers.

         Recurring 2001 segment profit excludes the previously disclosed $75.3
million gain on the sale of convenience stores and a fourth quarter 2001
impairment charge and loss accrual totaling $14.7 million related to certain
under-performing retail petroleum outlets. Fourth quarter 2001 recurring segment
profit is estimated to be $42.2 million vs. $49 million for the same period a
year ago.

         Exploration & Production: $218.7 million in recurring segment profit in
2001 vs. $66.9 million for the previous year. The improvement primarily was due
to the mid-year acquisition of Barrett Resources, increased production from the
San Juan Basin and the Jonah Field and higher realized natural gas production
prices. Full-year 2001 production volumes of 130 billion cubic feet equivalent
were double those of 2000.

         For the fourth quarter of 2001, estimated recurring segment profit is
$70.9 million vs. $29 million for the same period a year ago, the first full
quarter after the close of the Barrett acquisition.

         Also included in Energy Services results are an International segment
and Williams Energy Partners. International is expected to record a recurring
segment loss of $2.8 million for 2001 vs. segment profit of $14.1 million for
the previous year. The current period segment loss excludes a fourth quarter
$170 million ($153 million net of minority interest) impairment of assets
related to a western Colorado soda ash mining operation. Williams Energy
Partners (NYSE:WEG) should contribute $17 million to recurring segment profit in
2001 vs. $21.8 million during the previous year.

CONFERENCE CALL

Steve Malcolm will discuss business performance during an audio webcast at
www.williams.com and a conference call scheduled for 9 a.m. Eastern on Tuesday,
Jan. 29. To participate, dial:

         o Domestic: (800) 819-9193
         o International: (913) 981-4911
         o Request "Williams Analyst Conference Call"

For replays available through the end of day Feb. 4, dial:

         o Domestic: (888) 203-1112
         o International: (719) 457-0820
         o Conference ID: 505503

ABOUT WILLIAMS (NYSE: WMB)

Williams, through its subsidiaries, connects businesses to innovative, reliable
energy products and services. Williams information is available at
www.williams.com.

                                       ###


Portions of this document may constitute "forward-looking statements" as defined
by federal law. Although the company believes any such statements are based on
reasonable assumptions, there is no assurance that actual outcomes will not be
materially different. Any such statements are made in reliance on the "safe
harbor" protections provided under the Private Securities Reform Act of 1995.
Additional information about issues that could lead to material changes in
performance is contained in the company's annual reports filed with the
Securities and Exchange Commission.






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</DOCUMENT>
</SEC-DOCUMENT>
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