Obligation Williamson Group 3.7% ( US969457BU31 ) en USD

Williamson Group

100 % ⇌

Etas-Unis

US969457BU31 ( en USD )

3.7% par an ( paiement semestriel )

14/01/2023 - Obligation échue

Prospectus brochure de l'obligation Williams Companies US969457BU31 en USD 3.7%, échue

2 000 USD

850 000 000 USD

969457BU3

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Williams Companies est une société américaine d'énergie spécialisée dans le transport et le traitement du gaz naturel et des produits pétroliers, opérant un vaste réseau d'oléoducs, de gazoducs et d'installations de traitement.

L'Obligation émise par Williamson Group ( Etas-Unis ) , en USD, avec le code ISIN US969457BU31, paye un coupon de 3.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2023

L'Obligation émise par Williamson Group ( Etas-Unis ) , en USD, avec le code ISIN US969457BU31, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Williamson Group ( Etas-Unis ) , en USD, avec le code ISIN US969457BU31, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
http://www.sec.gov/Archives/edgar/data/107263/000119312512503454/...
424B2 1 d451826d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Title of each class of
Amount to be
offering price
aggregate offering
Amount of
securities offered

registered

per security

price
registration fee(1)
3.700% Senior Notes due 2023

$850,000,000
99.975%

$847,637,000
$115,618

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
1 of 94
12/17/2012 8:45 AM

424B2
http://www.sec.gov/Archives/edgar/data/107263/000119312512503454/...
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration 333-181644

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 24, 2012)

3.700% Senior Notes due 2023

We are offering $850,000,000 aggregate principal amount of our 3.700% senior notes due 2023. The notes will pay interest
semi-annually in cash in arrears on January 15 and July 15 of each year, beginning on July 15, 2013. The notes are being issued in
connection with our proposed investment (the "Investment") in certain limited partner and general partner interests in Access
Midstream Partners, L.P. If the Investment has not closed by May 15, 2013, we will be required to redeem the notes, in whole but not
in part, at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest on the
notes to the redemption date. The notes may also be redeemed at our option, in whole but not in part, at any time prior to May 15,
2013, at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest on the
notes to the redemption date, if, in our judgment, the Investment will not be consummated on or prior to May 15, 2013 on substantially
the terms described in this prospectus supplement. The net proceeds of this offering will not be deposited into an escrow account
pending any such redemption of the notes. See "Description of the Notes -- Special Mandatory Redemption." We may redeem some
or all of the notes at any time or from time to time prior to October 15, 2022 at a specified "make-whole" premium. We also have the
option, at any time on or after October 15, 2022 (which is the date that is three months prior to the maturity date of the notes), to
redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest thereon to the redemption date. See "Description of the Notes -- Optional Redemption."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior
indebtedness and senior to all of our future indebtedness that is expressly subordinated in right of payment to the notes.

Investing in our notes involves risks. Please read "Risk Factors" beginning on page S-7 of this
prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus.
Any representation to the contrary is a criminal offense.

Per Note

Total

Public offering price(1)

99.722%
$847,637,000
Underwriting discount and commissions

0.650%
$ 5,525,000
Proceeds to The Williams Companies, Inc. (before expenses)

99.072%
$842,112,000
(1) Plus accrued interest from December 18, 2012, if settlement occurs after that date.
The underwriters expect to deliver the notes on or about December 18, 2012, through the book-entry facilities of The Depository
Trust Company, including its participants the Euroclear System and Clearstream Banking, S.A.

Joint Book-Running Managers

2 of 94
12/17/2012 8:45 AM

424B2
http://www.sec.gov/Archives/edgar/data/107263/000119312512503454/...
Co-Managers

BOSC, Inc.

DNB Markets

Mitsubishi UFJ Securities
Mizuho Securities

SMBC Nikko

TD Securities

US Bancorp
Prospectus Supplement dated December 13, 2012
3 of 94
12/17/2012 8:45 AM

424B2
http://www.sec.gov/Archives/edgar/data/107263/000119312512503454/...
Table of Contents
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of
the notes. The second part is the accompanying base prospectus, which gives more general information, some of which may not apply
to this offering of the notes. Generally, when we refer only to the "prospectus," we are referring to both parts combined. If the
information about the offering of the notes varies between this prospectus supplement and the accompanying base prospectus, you
should rely on the information in this prospectus supplement.
Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this
prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this
prospectus or in any other subsequently filed document that is also incorporated by reference into this prospectus modifies or
supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus. Please read "Where You Can Find More Information" on page S-58 of this prospectus supplement.
You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the
accompanying base prospectus and any free writing prospectus relating to this offering of the notes. Neither we nor the underwriters
have authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or
inconsistent information, you should not rely on it. We are offering to sell the notes, and seeking offers to buy the notes, only in
jurisdictions where offers and sales are permitted. You should not assume that the information contained in this prospectus
supplement, the accompanying base prospectus or any free writing prospectus is accurate as of any date other than the dates shown in
these documents or that any information we have incorporated by reference herein is accurate as of any date other than the date of the
document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since
such dates.

S-i
4 of 94
12/17/2012 8:45 AM

424B2
http://www.sec.gov/Archives/edgar/data/107263/000119312512503454/...
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
FORWARD-LOOKING STATEMENTS
S-iii
CERTAIN DEFINITIONS
S-v

SUMMARY
S-1

RISK FACTORS
S-7

USE OF PROCEEDS
S-30
RATIO OF EARNINGS TO FIXED CHARGES
S-30
CAPITALIZATION
S-31
DESCRIPTION OF THE NOTES
S-33
DESCRIPTION OF OTHER INDEBTEDNESS
S-47
CERTAIN MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
S-50
UNDERWRITING
S-55
LEGAL MATTERS
S-57
EXPERTS
S-57
WHERE YOU CAN FIND MORE INFORMATION
S-58
INCORPORATION BY REFERENCE
S-58
Prospectus dated May 24, 2012

Page
ABOUT THIS PROSPECTUS

1

ABOUT THE WILLIAMS COMPANIES, INC.

2

RISK FACTORS

2

WHERE YOU CAN FIND MORE INFORMATION

2

INCORPORATION BY REFERENCE

3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

4

USE OF PROCEEDS

6

RATIO OF EARNINGS TO FIXED CHARGES

6

ADOPTION OF ACCOUNTING STANDARDS UPDATES ON COMPREHENSIVE INCOME (Unaudited)

7

DESCRIPTION OF DEBT SECURITIES

8

DESCRIPTION OF CAPITAL STOCK

16
DESCRIPTION OF PURCHASE CONTRACTS

21
DESCRIPTION OF WARRANTS

22
DESCRIPTION OF UNITS

23
SELLING SECURITYHOLDERS

23
LEGAL MATTERS

23
EXPERTS

23

S-ii
5 of 94
12/17/2012 8:45 AM

424B2
http://www.sec.gov/Archives/edgar/data/107263/000119312512503454/...
Table of Contents
FORWARD-LOOKING STATEMENTS
Certain matters discussed in this prospectus supplement and the documents incorporated herein by reference, excluding
historical information, include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These
forward-looking statements relate to anticipated financial performance, management's plans and objectives for future operations,
business prospects, outcome of regulatory proceedings, market conditions and other matters. We make these forward-looking
statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.
All statements, other than statements of historical facts, included in this prospectus supplement that address activities, events or
developments that we expect, believe or anticipate will exist or may occur in the future are forward-looking statements. Forward-
looking statements can be identified by various forms of words such as "anticipates," "believes," "seeks," "could," "may," "should,"
"continues," "estimates," "expects," "assumes," "forecasts," "intends," "might," "goals," "objectives," "targets," "planned,"
"potential," "projects," "scheduled," "will," "guidance," "outlook," "strategy," "in-service date" or other similar expressions. These
forward-looking statements are based on management's beliefs and assumptions and on information currently available to
management and include, among others, statements regarding:

· amounts and nature of future capital expenditures;

· expansion and growth of our business and operations;

· financial condition and liquidity;

· business strategy;

· cash flow from operations or results of operations;

· the levels of dividends to stockholders;

· seasonality of certain business components; and

· natural gas, natural gas liquids and crude oil prices and demand.
Forward-looking statements are based on numerous assumptions, uncertainties and risks that could cause future events or results
to be materially different from those stated or implied in this prospectus supplement or in the documents incorporated herein by
reference. You should carefully consider the risk factors discussed below in addition to the other information in this prospectus
supplement and in the documents incorporated herein by reference. If any of the following risks were actually to occur, our business,
results of operations and financial condition could be materially adversely affected. Many of the factors that will determine these
results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated
by the forward-looking statements include, among others, the following:

· whether we have sufficient cash to enable us to pay current and expected levels of dividends;

· availability of supplies, market demand, volatility of prices and the availability and cost of capital;

· inflation, interest rates, fluctuation in foreign exchange rates and general economic conditions (including future disruptions

and volatility in the global credit markets and the impact of these events on our customers and suppliers);

· the strength and financial resources of our competitors;

· ability to acquire new businesses and assets and integrate those operations and assets into our existing businesses, as well

as expand our facilities;

· development of alternative energy sources;

· the impact of operational and development hazards;

S-iii
6 of 94
12/17/2012 8:45 AM

424B2
http://www.sec.gov/Archives/edgar/data/107263/000119312512503454/...
Table of Contents
· costs of, changes in, or the results of laws, government regulations (including safety and climate change regulation and

changes in natural gas production from exploration and production areas that we serve), environmental liabilities, litigation
and rate proceedings;

· our costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;

· changes in maintenance and construction costs;

· changes in the current geopolitical situation;

· our exposure to the credit risks of our customers and counterparties;

· risks related to strategy and financing, including restrictions stemming from our debt agreements, future changes in our

credit ratings and the availability and cost of credit;

· risks associated with future weather conditions;

· our ability to operate and control entities that we partially own in a manner beneficial to us;

· acts of terrorism, including cybersecurity threats and related disruptions; and

· additional risks described in our filings with the Securities and Exchange Commission (the "SEC").
Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any
forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to
and do not intend to update the above list or to announce publicly the result of any revisions to any of the forward-looking statements
to reflect future events or developments.
In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to
change from those statements of intention set forth in or incorporated into this prospectus supplement. Such changes in our intentions
may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors,
our assumptions, or otherwise.
Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to
those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. These
factors include the risks set forth under the caption "Risk Factors" in this prospectus supplement.

S-iv
7 of 94
12/17/2012 8:45 AM

424B2
http://www.sec.gov/Archives/edgar/data/107263/000119312512503454/...
Table of Contents
CERTAIN DEFINITIONS
As used in this prospectus supplement, unless the context otherwise requires or indicates:
"Northwest Pipeline" refers to Northwest Pipeline GP.
"Partially Owned Entities" refers to the entities in which we do not own a 100 percent ownership interest, including
principally Discovery Producer Services LLC, Gulfstream Natural Gas System, L.L.C., Laurel Mountain Midstream, LLC, Aux Sable
Liquid Products L.P., and Overland Pass Pipeline Company LLC.
"Pipeline Entities" refers to Williams' wholly- and partially-owned regulated pipeline entities, including principally
Northwest Pipeline, Transco, Gulfstream Natural Gas System, L.L.C., Discovery Producer Services LLC, Overland Pass Pipeline
Company LLC, and Black Marlin Pipeline LLC.
"Transco" refers to Transcontinental Gas Pipe Line Company, LLC.
"Williams Partners" and "WPZ" refer to Williams Partners L.P.
"Williams," "we," "our," "us" and like terms refer to The Williams Companies, Inc. and its subsidiaries.

In addition, our industry uses many terms and acronyms that may not be familiar to you. To assist you in reading this prospectus
supplement, we have provided below definitions of some of these terms.
British Thermal Units (Btu): When used in terms of volumes, Btu is used to refer to the amount of natural gas required to raise
the temperature of one pound of water by one degree Fahrenheit at one atmospheric pressure.
FERC: Federal Energy Regulatory Commission.
Fractionation: The process by which a mixed stream of natural gas liquids is separated into its constituent products, such as
ethane, propane and butane.
LNG: Liquefied natural gas. Natural gas which has been liquefied at cryogenic temperatures.
NGLs: Natural gas liquids. Natural gas liquids result from natural gas processing and crude oil refining and are used as
petrochemical feedstocks, heating fuels and gasoline additives, among other applications.
NGL margins: NGL revenues less Btu replacement cost, plant fuel, transportation and fractionation.
Throughput: The volume of product transported or passing through a pipeline, plant, terminal or other facility.

S-v
8 of 94
12/17/2012 8:45 AM

424B2
http://www.sec.gov/Archives/edgar/data/107263/000119312512503454/...
Table of Contents
SUMMARY
This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement
and the accompanying base prospectus. It does not contain all of the information that you should consider before making an
investment decision. You should read the entire prospectus supplement, the accompanying base prospectus and the documents
incorporated by reference for a more complete understanding of this offering of the notes. Please read "Risk Factors"
beginning on page S-7 of this prospectus supplement for information regarding risks you should consider before investing in
the notes.
The Williams Companies, Inc.
We are primarily an energy infrastructure company focused on connecting North America's hydrocarbon resource plays to
growing markets for natural gas, NGLs, and olefins. Our operations span from the deepwater Gulf of Mexico to the Canadian oil
sands.
Our interstate gas pipeline and domestic midstream interests are largely held through our significant investment in Williams
Partners, one of the largest energy master limited partnerships. We own the general partner interest and, as of November 30,
2012, a 68.1 percent limited-partner interest in WPZ. We also own a Canadian midstream business, which processes oil sands
off-gas.
Recent Developments
Investment in Equity Interests of Access Midstream Partners, L.P.
On December 11, 2012, we announced that we had entered into:

(1) a purchase agreement dated December 11, 2012 with certain entities managed by Global Infrastructure Management,
L.L.C. to acquire from such entities 34,538,061 subordinated limited partnership units ("Subordinated Units") of

Access Midstream Partners, L.P. ("ACMP") and 50 percent of the outstanding equity interests in Access Midstream
Ventures, L.L.C., the sole member of the general partner of ACMP ("Access GP"), which in turn holds all of ACMP's
incentive distribution rights and a 2.0 percent general partner interest in ACMP (together, the "GIP I Purchase"); and

(2) a subscription agreement dated December 11, 2012 with ACMP, Access GP and GIP II Hawk Holdings Partnership,
L.P. (together with certain other affiliates of Global Infrastructure Investors II, LLC, "GIP II") whereby we and GIP II
have each agreed to purchase approximately 5.9 million Convertible Class B Units ("Class B Units") and
approximately 5.6 million Subordinated Class C Units ("Class C Units"). ACMP also will issue and sell to Access GP
a number of general partnership units sufficient to maintain Access GP's 2.0 percent general partner interest in ACMP.
In addition, if ACMP does not consummate a public offering of its common units prior to the closing of the ACMP
Subscription (an "ACMP Equity Offering"), we and GIP II have each agreed to purchase up to approximately $230

million of additional Class C Units (and associated general partnership units sufficient to maintain Access GP's 2.0
percent general partner interest in ACMP). If ACMP consummates an ACMP Equity Offering but the net proceeds
thereof are less than currently anticipated, we and GIP II have each agreed to purchase up to approximately $230
million of additional ACMP common units (and associated general partnership units sufficient to maintain Access GP's
2.0 percent general partner interest in ACMP) such that ACMP has received sufficient funding to consummate the CMO
Acquisition described below. These subscription transactions are referred to collectively as the "ACMP
Subscription," and together with the GIP I Purchase, the "Investment."
Upon consummation of the Investment, we will own an indirect 50 percent interest in Access GP, which owns the 2.0
percent general partner interest and the incentive distribution rights in ACMP, and an approximate

S-1
9 of 94
12/17/2012 8:45 AM

424B2
http://www.sec.gov/Archives/edgar/data/107263/000119312512503454/...
Table of Contents
25 percent limited partner interest in ACMP (based on current assumptions as to the capital raising activities of ACMP). ACMP
is a publicly traded master limited partnership listed on the New York Stock Exchange ("NYSE") that owns, operates, develops
and acquires natural gas gathering systems and other midstream energy assets. ACMP is principally focused on natural gas
gathering, the first segment of midstream energy infrastructure that connects natural gas produced at the wellhead to third-party
takeaway pipelines.
The consideration for the GIP I Purchase is approximately $1.823 billion, subject to adjustment for distributions in respect
of any quarter on or after October 1, 2012, and our portion of the consideration for the ACMP Subscription will be between $350
million and $580 million depending upon certain capital raising activities of ACMP in connection with its acquisition from
affiliates of Chesapeake Energy Corporation of 100 percent of the outstanding equity interests of Chesapeake Midstream
Operating, L.L.C. ("CMO") for consideration of approximately $2.2 billion, subject to adjustments for working capital, inventory,
certain cash, transaction expenses, indebtedness and certain adjusted revenues and expenditures from October 1, 2012 through the
closing date (the "CMO Acquisition"). CMO and its subsidiaries own midstream gas gathering, processing and related assets in
the Eagle Ford, Haynesville, Marcellus, Niobrara and Utica basins. It is anticipated that ACMP will finance the CMO
Acquisition with the proceeds it receives from the ACMP Subscription, together with some combination of bridge financing,
borrowings under its revolving credit facility, cash on hand, or the net proceeds of one or more capital markets offerings of its
debt or equity securities.
During the subordination period, as defined in the ACMP partnership agreement, the Subordinated Units are not entitled to
receive any distributions until the ACMP common units have received the minimum quarterly distribution, as set forth in the
ACMP partnership agreement, plus any arrearages from prior quarters. The Subordinated Units convert to common units
following the termination of the subordination period, which ends once ACMP meets any of the financial tests specified in its
partnership agreement. Similar to the Subordinated Units, the Class C units also are not entitled to receive quarterly distributions
until the common units have received the minimum quarterly distribution. The Class B Units are entitled to receive quarterly
distributions with the common units but in the form of additional Class B Units instead of cash. The Class B Units and the Class C
Units are convertible, at the option of the holder or ACMP, into common units on the day after the record date for the distribution
to common units for the fiscal quarters ending December 31, 2014 and December 31, 2013, respectively.
The Investment will be funded through a combination of the net proceeds of this offering, the Common Stock Offering
described below and, if necessary, borrowings under our revolving credit facility or the Bridge Facility described below. We
may also elect to fund a portion of the consideration using cash on hand. This offering is not conditioned upon the completion of
the Investment or the completion of the Common Stock Offering; however, in the event the Investment has not closed by May 15,
2013, we will be required to redeem the notes at a redemption price equal to 101% of the aggregate principal amount of such
notes, plus accrued and unpaid interest to the redemption date. The notes may also be redeemed at our option prior to May 15,
2013, at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest on the
notes to the redemption date, if, in our judgment, the Investment will not be consummated on or prior to May 15, 2013 on
substantially the terms described in this prospectus supplement. See "Description of the Notes -- Special Mandatory
Redemption" and "Description of the Notes -- Optional Redemption."
On December 12, 2012, we priced an offering of 46,500,000 shares of our common stock at a price to the public of
$31.00 per share (the "Common Stock Offering"). The Common Stock Offering is scheduled to close on December 18, 2012. The
net proceeds of the Common Stock Offering are expected to be approximately $1.398 billion, which will be used to fund part of
the consideration for the Investment.
We have obtained a backup financing commitment for an up to $2.5 billion bridge facility (the "Bridge Facility") from
affiliates of certain of the underwriters of this offering to fund the payment of the consideration

S-2
10 of 94
12/17/2012 8:45 AM