UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-4174
THE WILLIAMS COMPANIES, INC.
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 73-0569878
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
ONE WILLIAMS CENTER, TULSA, OKLAHOMA 74172
(Address of Principal Executive Offices) (Zip Code)
918-573-2000
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
---------------------------------- -------------------------------
Common Stock, $1.00 par value New York Stock Exchange and
Pacific Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange and
Pacific Stock Exchange
Income PACs New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
5.50% Junior Subordinated Convertible Debentures due 2033
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, as of the last business day of the registrant's most recently
completed second quarter was approximately $6,216,391,365.
The number of shares outstanding of the registrant's common stock held by
non-affiliates outstanding at February 28, 2005 was 570,051,442.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement being prepared for the
solicitation of proxies in connection with the Annual Meeting of Stockholders of
the registrant for 2005 are incorporated by reference in Part III of this Form
10-K.
THE WILLIAMS COMPANIES, INC.
FORM 10-K/A
TABLE OF CONTENTS
Page
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PART II
Report of Independent Registered Public Accounting Firm 4
on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm 5
PART IV
Item 15. Exhibits, Financial Statement Schedules 6
2
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A is being filed as an amendment to
our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 to
revise the Report of Independent Registered Public Accounting Firm on Internal
Control over Financial Reporting, the Report of Independent Registered Public
Accounting Firm and the Consent of Independent Registered Public Accounting Firm
(Exhibit 23.1) contained in the original Form 10-K. The amendments are made
solely to correct the pages that unintentionally omitted the signature of our
independent registered public accounting firm, Ernst & Young LLP.
3
PART II
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
The Board of Directors and Stockholders of
The Williams Companies, Inc.
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that The
Williams Companies, Inc. maintained effective internal control over financial
reporting as of December 31, 2004, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the COSO criteria). The Williams Companies, Inc.'s
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the Company's
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assessment that The Williams Companies, Inc.
maintained effective internal control over financial reporting as of December
31, 2004, is fairly stated, in all material respects, based on the COSO
criteria. Also, in our opinion, The Williams Companies, Inc. maintained, in all
material respects, effective internal control over financial reporting as of
December 31, 2004, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet of
The Williams Companies, Inc. as of December 31, 2004 and 2003, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 2004 of The Williams
Companies, Inc. and our report dated March 8, 2005 expressed an unqualified
opinion thereon.
/s/ Ernst & Young LLP
Tulsa, Oklahoma
March 8, 2005
4
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
The Williams Companies, Inc.
We have audited the accompanying consolidated balance sheet of The Williams
Companies, Inc. as of December 31, 2004 and 2003, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
three years in the period ended December 31, 2004. Our audits also included the
financial statement schedule listed in the index at Item 15(a). These financial
statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of The
Williams Companies, Inc. at December 31, 2004 and 2003, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2004, in conformity with U.S. generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
As explained in Notes 1 and 9 to the consolidated financial statements,
effective January 1, 2003, the Company adopted Emerging Issues Task Force Issue
No. 02-3, "Issues Related to Accounting for Contracts Involved in Energy Trading
and Risk Management Activities" (see third paragraph of "Energy commodity risk
management and trading activities and revenues" section in Note 1) and Statement
of Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" (see the penultimate paragraph of Note 9).
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of The Williams
Companies, Inc.'s internal control over financial reporting as of December 31,
2004, based on criteria established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
and our report dated March 8, 2005 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Tulsa, Oklahoma
March 8, 2005
5
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) 3 and (b). The exhibits listed below are filed as part of this
annual report.
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- ------------------------------------------------------------
23.1 -- Consent of Independent Registered Public Accounting Firm,
Ernst & Young LLP.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE WILLIAMS COMPANIES, INC.
(Registrant)
By: /s/ BRIAN K. SHORE
---------------------
Brian K. Shore
Corporate Secretary
Date: March 29, 2005
6
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- ------------------------------------------------------------
23.1 -- Consent of Independent Registered Public Accounting Firm,
Ernst & Young LLP.
7