Obligation Williamson Group 5.75% ( US969457BV14 ) en USD

Williamson Group

100 % ▲

Etas-Unis

US969457BV14 ( en USD )

5.75% par an ( paiement semestriel )

23/06/2044

Prospectus brochure de l'obligation Williams Companies US969457BV14 en USD 5.75%, échéance 23/06/2044

2 000 USD

650 000 000 USD

969457BV1

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

24/12/2026 ( Dans 175 jours )

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 US969457BV14, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/06/2044

L'Obligation émise par Williamson Group ( Etas-Unis ) , en USD, avec le code ISIN US969457BV14, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Williamson Group ( Etas-Unis ) , en USD, avec le code ISIN US969457BV14, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

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

registered

per security

offering price
registration fee(1)
4.550% Senior Notes due 2024
$1,250,000,000
99.738%
$1,246,725,000
$160,579
5.750% Senior Notes due 2044

$650,000,000
99.773%

$648,524,500
$83,530
Total
$1,900,000,000
$1,895,249,500
$244,109

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-181644

PROSPECTUS SUPPLEMENT
(To Prospectus dated May 24, 2012)

We are offering $1,250,000,000 aggregate principal amount of our 4.550% senior notes due 2024 (the "2024 notes") and $650,000,000
aggregate principal amount of our 5.750% senior notes due 2044 (the "2044 notes" and, together with the 2024 notes, the "notes"). The 2024
notes wil pay interest semi-annually in cash in arrears on June 24 and December 24 of each year, beginning on December 24, 2014. The 2044
notes wil pay interest semi-annually in cash in arrears on June 24 and December 24 of each year, beginning on December 24, 2014. The notes are
being issued in connection with our proposed purchase (the "GIP Purchase") of certain limited partner and general partner interests in Access
Midstream Partners, L.P. ("ACMP") from certain entities managed by Global Infrastructure Management, L.L.C. ("GIP"). If the GIP Purchase
has not closed by December 31, 2014, we wil be required to redeem the notes of each series, in whole but not in part, at a redemption price equal
to 101% of the aggregate principal amount of the notes of such series, plus accrued and unpaid interest thereon to the redemption date. The notes
of both series may also be redeemed at our option, in whole but not in part, at any time prior to December 31, 2014 at a redemption price equal to
101% of the aggregate principal amount of the notes of the applicable series to be redeemed, plus accrued and unpaid interest thereon to the
redemption date, if, in our judgment, the GIP Purchase wil not be consummated on or prior to December 31, 2014 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 of each
series at any time or from time to time prior to March 24, 2024 in the case of the 2024 notes, or December 24, 2043 in the case of the 2044
notes, at a specified "make-whole" premium. We also have the option, with respect to the 2024 notes, at any time on or after March 24, 2024
(which is the date that is three months prior to the maturity date of the 2024 notes), and with respect to the 2044 notes, at any time on or after
December 24, 2043 (which is the date that is six months prior to the maturity date of the 2044 notes), to redeem the notes of such series, in whole
or in part, at a redemption price equal to 100% of the principal amount of the notes of such series 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 wil 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.

2024 notes

2044 notes

Per note
Total

Per note
Total

Public offering price(1)

99.738%
$1,246,725,000
99.773%
$648,524,500
Underwriting discount and commissions

0.650%
$
8,125,000
0.875%
$ 5,687,500
Proceeds to The Wil iams Companies, Inc. (before expenses)
99.088%
$1,238,600,000
98.898%
$642,837,000

(1) Plus accrued interest from June 24, 2014, if settlement occurs after that date.
The underwriters expect to deliver the notes on or about June 24, 2014, 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

Barclays

Citigroup

UBS Investment Bank
Senior Co-Managers
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(2024 Notes)
DnB Markets

US Bancorp
(2044 Notes)
Mitsubishi UFJ Securities

Mizuho Securities
Co-Managers

(2024 Notes)
BBVA

Mitsubishi UFJ Securities

Mizuho Securities

SMBC Nikko

BOSC, Inc.

TD Securities
(2044 Notes)
BBVA

DnB Markets

SMBC Nikko

US Bancorp

BOSC, Inc.

TD Securities
Prospectus Supplement dated June 19, 2014
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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-56 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.

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TABLE OF CONTENTS
Prospectus Supplement

Page
FORWARD-LOOKING STATEMENTS
S-iii
CERTAIN DEFINITIONS
S-vi
SUMMARY
S-1
RISK FACTORS
S-7
USE OF PROCEEDS
S-25
RATIO OF EARNINGS TO FIXED CHARGES
S-25
CAPITALIZATION
S-26
DESCRIPTION OF THE NOTES
S-28
DESCRIPTION OF OTHER INDEBTEDNESS
S-43
CERTAIN MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
S-47
UNDERWRITING
S-52
LEGAL MATTERS
S-55
EXPERTS
S-55
WHERE YOU CAN FIND MORE INFORMATION
S-56
INCORPORATION BY REFERENCE
S-56
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

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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," "forecasts," "intends," "might," "goals," "objectives," "targets," "planned," "potential,"
"projects," "scheduled," "will," "assumes," "guidance," "outlook," "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:

· the closing of, and the sources of funding for, the GIP Purchase;

· expected production increases in the producing areas served by ACMP, as well as its levels of cash distributions with

respect to general partner interests, incentive distribution rights, and limited partner interests;

· increases in our fee-based revenues as a percentage of our gross margin following the GIP Purchase;

· planned increases in our dividends following the GIP Purchase;

· the timing of the drop-down of our remaining NGL & Petchem Services assets and projects;

· the completion of the Proposed Merger (as defined below), including the approval of the Proposed Merger by the conflicts

committees of ACMP and Williams Partners L.P. ("WPZ"), and the exchange ratio to be utilized in the Proposed Merger;

· the benefits of the Proposed Merger to unitholders of ACMP and WPZ, respectively;

· the operations, performance, levels of distributions, and distribution coverage of the merged partnership following the

Proposed Merger;

· our future credit ratings and the future credit ratings of WPZ and ACMP;

· the expected timing for the restart of WPZ's Geismar, Louisiana, olefins plant (the "Geismar Plant");

· the expected timing of receipt and amounts of proceeds from insurance claims related to the Geismar Plant;

· amounts and the 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, including cash flow per share following the GIP Purchase;

· the levels of dividends to stockholders;

· natural gas, natural gas liquids and olefins supply, prices and demand; and

· demand for our services.

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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. In that case, we might not be able to pay interest
on, and the principal of, the notes, and holders of the notes could lose all or part of their investment. 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, during the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as

amended (the "HSR Act"), applicable regulatory authorities require that we, ACMP or WPZ divest certain assets under
applicable competition laws prior to consummation of the GIP Purchase;

· whether ACMP will produce sufficient cash flows following the GIP Purchase to provide the level of cash distributions

we expect;

· ACMP's reliance on a limited number of customers for a substantial majority of its revenues;

· whether any nationally-recognized credit rating agency lowers our credit ratings or the credit ratings of ACMP or WPZ;

· our ability to achieve our expected increases in the levels of quarterly dividends;

· potential fluctuations in the market prices of WPZ's or ACMP's common units following our announcement of the Proposed

Merger;

· approval of the Proposed Merger, including by the conflicts committees of ACMP and WPZ;

· our ability to successfully integrate the businesses of ACMP and WPZ in order to achieve the expected benefits of the

Proposed Merger;

· our ability to recover expected insurance proceeds related to the Geismar Plant;

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

· availability of supplies, market demand, and volatility of prices;

· 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 and the effects of competition;

· whether we are able to successfully identify, evaluate and execute investment opportunities;

· our ability to acquire new businesses and assets and successfully integrate those operations and assets into our existing

businesses, as well as successfully expand our facilities;

· development of alternative energy sources;

· the impact of operational and development hazards and unforeseen interruptions;

· costs of, changes in, or the results of laws, government regulations (including safety and environmental regulations),

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;

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· changes in the current geopolitical situation;

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

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

the availability and cost of capital;

· the amount of cash distributions from and capital requirements of our investments and joint ventures in which we

participate;

· risks associated with weather and natural phenomena, including climate conditions;

· 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.

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CERTAIN DEFINITIONS
As used in this prospectus supplement, unless the context otherwise requires or indicates:
"Northwest Pipeline" refers to Northwest Pipeline, LLC.
"Partially Owned Entities" refers to the entities in which we do not own a 100 percent ownership interest and which are
accounted for as equity method investments, including principally Aux Sable Liquid Products L.P., Caiman Energy II, LLC, Discovery
Producer Services LLC, Gulfstream Natural Gas System, L.L.C., Laurel Mountain Midstream, LLC, and Overland Pass Pipeline
Company LLC and, prior to the completion of the GIP Purchase, Access Midstream Partners GP, L.L.C. and Access Midstream
Partners, L.P.
"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.

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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 significant hydrocarbon resource
plays to growing markets for natural gas, NGLs, and olefins. Our operations are located principally in the United States, but span
from the deepwater Gulf of Mexico to the Canadian oil sands.
Our interstate gas pipelines, domestic midstream, and domestic olefins production interests, as well as our Canadian
midstream business, which processes oil sands and offgas and produces olefins for petrochemical feedstocks, are largely held
through our significant investment in Williams Partners L.P. (WPZ), one of the largest energy master limited partnerships. We own
the general partner interest and, as of June 13, 2014, a 64 percent limited-partner interest in WPZ. We also own a significant
equity investment in Access Midstream Partners L.P. ("ACMP"), which owns midstream assets in major unconventional
producing areas.
Recent Developments
Purchase of Equity Interests of Access Midstream Partners, L.P.
On June 15, 2014, we announced that we had entered into a purchase agreement dated June 14, 2014 (the "GIP Purchase
Agreement") with certain entities managed by GIP to acquire from such entities 48,742,361 common units of ACMP and
6,340,022 Convertible Class B Units of ACMP, and 500 limited liability company units, which constitutes 50 percent of the
outstanding equity interests, of Access Midstream Ventures, L.L.C., the sole member of Access Midstream Partners GP, L.L.C.
("Access GP," which serves as the general partner of ACMP and holds all of ACMP's incentive distribution rights and a 2.0
percent general partner interest in ACMP). The consideration for the GIP Purchase is $5.995 billion, subject to decrease in an
amount equal to any distributions received by the sellers on or after June 14, 2014 through the closing date, and further subject to
an increase of $16.325 million per month from September 7, 2014 until the closing date.
Upon consummation of the GIP Purchase, we will indirectly own 100 percent of the outstanding equity of Access GP, and
approximately 50 percent of the limited partner interests in ACMP (assuming no additional equity issuances by 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.
We expect the GIP Purchase to close in the third quarter of 2014. Following the closing of the GIP Purchase, we plan to
increase our third-quarter 2014 dividend by 32 percent to $0.56 per share.
The GIP Purchase will be funded through a combination of the net proceeds of this offering, the Common Stock Offering
described below, borrowings under our revolving credit facility or the Bridge Facility described below, and cash on hand. This
offering is not conditioned upon the completion of the GIP Purchase or the completion of the Common Stock Offering; however, in
the event the GIP Purchase has not closed by

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