WILLIAMS COMPANIES INC
8-K, 1998-07-22
NATURAL GAS TRANSMISSION
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<PAGE>   1
                       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): July 22, 1998
                                                  -------------


                          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:               918/588-2000
                                                                  ------------


                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>   2

   
Item 5. Other Events
    

    The Williams Companies, Inc. (the "Company") has reported unaudited
net income of $60.7 million, or 14 cents per share on a diluted basis, for
the second quarter that ended June 30, 1998.

Item 7.  Financial Statements and Exhibits.

   
    The Company files the following exhibit as part of this report:
    

    Exhibit 99.  Copy of the Company's press release, dated July 22, 1998,
                 publicly announcing the action reported herein.

                                  SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its

                                        2

<PAGE>   3


behalf by the undersigned hereunto duly authorized.




                                           THE WILLIAMS COMPANIES, INC.




Date: July 22, 1998                        /s/    WILLIAM G. VON GLAHN
                                           -------------------------------------
                                           Name:  William G. von Glahn
                                           Title: Senior Vice President
                                                    and General Counsel



                                        3
<PAGE>   4
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit              
Number               Description
- -------              -----------
<S>                  <C>
  99                 Copy of the Company's press release, dated July 22, 1998,
                     publicly announcing the action reported herein.
</TABLE>

<PAGE>   1
                                                                      EXHIBIT 99

                                  NEWS RELEASE

www.twc.com

NYSE:WMB


    ----------------------------------------------------------------------------

DATE:      JULY 22, 1998

CONTACT:   JIM GIPSON               (918) 588-2111 (MEDIA)
           MARK HUSBAND             (918) 588-2087 (INVESTORS)
           RICHARD GEORGE           (918) 588-3679




             WILLIAMS' RESULTS REDUCED BY ENERGY MARKET CONDITIONS,
                         LOSS PROVISION AND MAPCO COSTS


           TULSA -- The Williams Companies, Inc. today reported unaudited net
income of $60.7 million, or 14 cents per share on a diluted basis, for the
second quarter that ended June 30. Results were reduced by pre-tax charges of
$25 million, or 3 cents per share, for a loss provision related to a recent
federal regulatory action and by additional merger-related costs connected with
the acquisition of MAPCO.

           These results compare with unaudited restated net income of $118.5
million, or 28 cents per share, for the same quarter of 1997, when results were
increased by $44.5 million, or 10 cents per share, due to a gain recognized from
a transaction involving the company's customer-premise equipment business.

           "While there are bright spots due to our growth in scale from the
acquisition of MAPCO, conditions in segments of the unregulated energy market
remain difficult," said Keith E. Bailey, chairman, president and chief executive
officer. "Our gas pipeline business continues to perform very well, which is
testimony to our aggressive attention to fully serving existing customers while
attacking new markets in the most cost efficient manner possible.

           "On the communications side, progress on our national fiber-optic
network is exceeding our expectations in both cost and construction time, and
our customer-premise equipment business is posting record levels of new orders,"
Bailey said. "Although we are obviously disappointed by the current earnings
level, we are very pleased with the progress being made in positioning the
company to meet its strategic goals, and we remain confident in our ability to
achieve our longer term performance objectives."

           For the first six months of 1998, Williams reported unaudited net
income of $128.8 million, or 29 cents per share on a diluted basis, compared
with net income of $297.1 million, or 69 cents per share, during the same period
last year. Absent debt restructuring costs and MAPCO merger-related expenses,
Williams' results for the 

<PAGE>   2

first half of 1998 would have been approximately 39 cents per share on a diluted
basis.

           Williams' acquisition of MAPCO, which closed on March 28, is
accounted for as a "pooling of interests." Financial results included in this
earnings report reflect the combined results of Williams and MAPCO. The prior
year's results have been restated as if the companies had been combined during
previous reporting periods.

           Following is a second quarter 1998 summary of Williams' major
business groups:

           GAS PIPELINE, the nation's largest transporter of natural gas through
systems that span the country, reported second quarter operating profit of $153
million, compared with operating profit of $131.2 million in the second quarter
of 1997.
           
          The increase primarily is due to the impact of expansion projects on
the Transco system placed into service in late 1997, increased short-term firm
transportation at Northwest and adjustments relating to new rates placed into
effect at Transco last year.
          
           For the first six months of 1998, Williams' gas pipeline business
reported operating profit of $348 million, compared with operating profit of
$312.2 million during the same period of 1997.
          
           Besides Transco and Northwest, the other systems that comprise this
group are Central, Kern River and Texas Gas.

          
           ENERGY SERVICES, which provides a full spectrum of traditional and
advanced energy products and services, reported second quarter operating profit
of $106.3 million, compared with operating profit of $115.2 million in the
second quarter of 1997.

           The decrease in operating profit primarily was due to:

>          A $15.5 million loss provision related to a July 15 order from the
           Federal Energy Regulatory Commission that challenges the rate-making
           methodology in some markets served by the company's petroleum 
           products pipeline. The order, which would require refunds to some 
           customers, will be appealed.

>          Natural gas trading profits and per-unit natural gas liquids margins 
           that were significantly less than the same period a year ago.

>          And $6.1 million in additional MAPCO merger-related costs, with an 
           additional $3.4 million in similar costs recorded as general 
           corporate expenses.
       
           Partially offsetting these negative impacts were substantial
increases in operating profit from crude oil and refined petroleum product
trading activities, and the favorable settlement of a long-term transportation
contract.
         
           With the exception of market volatility, the second quarter of this
year saw many of the same energy market conditions that negatively impacted the
first quarter -- such as low natural gas liquids prices and relatively high
natural gas prices.
         
           For the first six months of 1998, Energy Services reported operating
profit of $199.1 million -- which includes $42 million in MAPCO merger-related
costs -- compared with operating profit of $275.9 million during the 

<PAGE>   3

same period last year.
           
           The units comprising Energy Services are: Energy Marketing & Trading,
Exploration & Production, Midstream Gas & Liquids and Petroleum Services.

           
           COMMUNICATIONS, which includes a leading-edge broadband network,
single-source business communications systems integration and multiple
technology applications for businesses, reported a second quarter operating loss
of $10.5 million, compared with an operating profit of $3.3 million in the same
quarter of 1997.

           Revenue during the second quarter of 1998 is 15 percent higher than
the same period a year ago. This quarter's operating loss reflects the costs of
creating a business platform that will differentiate Williams from its
competitors, and from the continuing losses in the advanced applications
business.

           The second quarter operating loss was significantly less than the
first quarter's, due primarily to improvements in the solutions business, where
new orders reached record levels in June. Total sales order backlog increased by
$44 million, to a record of $247 million, an increase of 22 percent from the end
of last year.

           While not anticipating 1998 will be a profitable year, the quarterly
financial performance of Williams' communications business is expected to
improve as the year progresses.

           The 1998 construction of the network continues ahead of schedule and
on budget. Of the total 32,000 planned miles, 14,850 miles -- including the
11,000-mile multimedia network -- are lighted and being made available for
service. Some 10,920 miles are under construction, of which 6,625 miles of dark
fiber construction have been completed. The company expects to exit the year
with nearly 18,000 miles of functioning network.

           Also during the quarter, a significant lawsuit with WorldCom was
settled, resulting in a clarification that Williams' multimedia network can be
used for Internet services and will become unrestricted by July 2001. In
addition, Williams will have the right to acquire additional miles of fiber from
WorldCom.

           For the first six months of 1998, Communications reported an
operating loss of $30.6 million compared with operating profit of $1.3 million
during the same period of 1997.


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.
<PAGE>   4
                                                                 [WILLIAMS LOGO]
FINANCIAL HIGHLIGHTS
(UNAUDITED)

<TABLE>
<CAPTION>


                                                         Three months ended            Six months ended
                                                             June 30,                     June 30,
- -----------------------------------------------------------------------------------------------------------------------------
(Millions, except per-share amounts)                   1998           1997*          1998           1997*
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>            <C>            <C>         
Revenues                                          $    1,640.7   $    1,870.9   $    3,600.5   $    3,799.5
Income before extraordinary loss                  $       60.7   $      118.5   $      133.6   $      297.1
Extraordinary loss                                $         --   $         --   $       (4.8)  $         --
Net income                                        $       60.7   $      118.5   $      128.8   $      297.1
Basic earnings per common share:
     Income before extraordinary loss             $        .14   $        .28   $        .31   $        .71
     Extraordinary loss                           $         --   $         --   $       (.01)  $         --
     Net income                                   $        .14   $        .28   $        .30   $        .71
     Average shares (thousands)                        426,163        411,423        421,780        411,534
Diluted earnings per common share:
     Income before extraordinary loss             $        .14   $        .28   $        .30   $        .69
     Extraordinary loss                           $         --   $         --   $       (.01)  $         --
     Net income                                   $        .14   $        .28   $        .29   $        .69
     Average shares (thousands)                        441,464        428,496        440,254        428,824
Shares outstanding as June 30 (thousands)                                            424,406        408,057
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

   
* Amounts have been restated to reflect the acquisition of MAPCO Inc. which has
  been accounted for as a pooling of interests. (See Note 1 of Notes to
  Consolidated Statement of Income for additional information.)
    
<PAGE>   5
CONSOLIDATED STATEMENT OF INCOME                                 [WILLIAMS LOGO]
(UNAUDITED)

   
<TABLE>
                                                                     Three months ended       Six months ended
                                                                           June 30,                 June 30,  
<S>                <C>                                           <C>           <C>        <C>         <C> 
                    --------------------------------------------------------------------------------------------
                    (Millions, except per-share amounts)              1998        1997*       1998        1997*
                    --------------------------------------------------------------------------------------------
REVENUES            Gas Pipelines (Note 2)                         $   400.0    $  397.4   $   843.3   $   839.1
                    Energy Services (Note 2)                           997.2     1,362.4     2,360.9     2,869.3
                    Communications                                     413.3       359.1       801.1       575.7
                    Other                                               13.3         9.2        25.5        19.1
                    Intercompany eliminations                         (183.1)     (257.2)     (430.3)     (503.7)
                    --------------------------------------------------------------------------------------------
                         Total revenues                              1,640.7     1,870.9     3,600.5     3,799.5
                    --------------------------------------------------------------------------------------------
PROFIT-CENTER       Costs and operating expenses                     1,119.2     1,419.2     2,542.3     2,844.8
COSTS AND           Selling, general and administrative expenses       245.5       201.1       479.4       372.8
EXPENSES            Other (income) expense - net (Notes 1 and 2)        23.1        (5.5)       55.0        (9.7)
                    --------------------------------------------------------------------------------------------
                         Total profit-center costs and expenses      1,387.8     1,614.8     3,076.7     3,207.9
                    --------------------------------------------------------------------------------------------
OPERATING           Gas Pipelines (Note 2)                             153.0       131.2       348.0       312.2
PROFIT              Energy Services (Note 2)                           106.3       115.2       199.1       275.9
                    Communications                                     (10.5)        3.3       (30.6)        1.3
                    Other                                                4.1         6.4         7.3         2.2
                    --------------------------------------------------------------------------------------------
                         Total operating profit                        252.9       256.1       523.8       591.6
                    General corporate expenses (Note 1)                (18.1)      (22.0)      (58.9)      (39.1)
                    Interest accrued                                  (126.5)     (116.9)     (244.5)     (226.2)
                    Interest capitalized                                 7.8         5.1        16.0         7.4
                    Investing income                                      .3         2.6         3.0         9.4
                    Gain on sale of interest in subsidiary (Note 3)       --        44.5          --        44.5
                    Gain on sale of assets (Note 4)                       --          --          --        66.0
                    Minority interest in income of                     
                      consolidated subsidiaries                         (3.3)       (6.2)       (5.6)       (7.4)          
                    Other expense-net                                  (10.1)       (3.5)      (12.4)       (2.8)
                    --------------------------------------------------------------------------------------------
                    Income before income taxes                         103.0       159.7       221.4       443.4
                    Provision for income taxes                          42.3        41.2        87.8       146.3
                    --------------------------------------------------------------------------------------------
                    Income before extraordinary loss                    60.7       118.5       133.6       297.1
                    Extraordinary loss (Note 5)                           --          --        (4.8)         --
                    --------------------------------------------------------------------------------------------
                    Net income                                          60.7       118.5       128.8       297.1
                    Preferred stock dividends                            1.6         2.6         3.8         5.2
                    --------------------------------------------------------------------------------------------
                    Income applicable to common stock               $   59.1    $  115.9    $  125.0    $  291.9
                    --------------------------------------------------------------------------------------------
EARNINGS            Basic earnings per common share:
PER SHARE                Income before extraordinary loss           $    .14    $    .28    $    .31    $    .71
                         Extraordinary loss (Note 5)                      --          --        (.01)         --
                    --------------------------------------------------------------------------------------------
                         Net income                                 $    .14    $    .28    $    .30    $    .71
                    --------------------------------------------------------------------------------------------
                    Diluted earnings per common share:    
                         Income before extraordinary loss           $    .14    $    .28    $    .30    $    .69
                         Extraordinary loss (Note 5)                      --          --        (.01)         --
                    --------------------------------------------------------------------------------------------
                         Net income                                 $    .14    $    .28    $    .29    $    .69
                    --------------------------------------------------------------------------------------------
</TABLE>
    

   
              *Amounts have been restated to reflect the acquisition of MAPCO
              Inc. which has been accounted for as a pooling of interests, and
              certain revenue amounts have been reclassified to conform to
              current year classifications.  (See Note 1 of Notes to
              Consolidated Statement of Income for additional information.)
    

              See accompanying notes.                    
<PAGE>   6
                                                                 [WILLIAMS LOGO]

NOTES TO CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)

1.   BASIS OF PRESENTATION
- -------------------------------------------------------------------------------
     
   MAPCO ACQUISITION
   -----------------

   
   On March 28, 1998, Williams completed the acquisition of MAPCO Inc. Williams
acquired MAPCO by exchanging 1.665 shares of Williams common stock for each 
outstanding share of MAPCO common stock. In addition, outstanding MAPCO stock
options have been converted into Williams common stock. A total of 98.8 million
shares of Williams common stock valued at $3.1 billion, based on the closing
market price of Williams common stock on March 27, 1998, were issued in the
transaction. MAPCO is engaged in the NGL pipeline, petroleum refining and
marketing and propane marketing businesses, and is included as part of the
Energy Services' business unit.
    

   The merger constitutes a tax-free reorganization and is accounted for as a
pooling of interests. Accordingly, all prior period consolidated financial
information and statistics have been restated to include the combined results of
operations, financial position and cash flows of MAPCO Inc. and Williams.

   In connection with the merger, Williams has recognized approximately $68
million in merger-related costs comprised primarily of outside professional fees
and early retirement and severance costs. Approximately $42 million of these
merger-related costs are included in other (income) expense-net as a component
of Energy Services' operating profit (see Note 2) and approximately $26 million
is included in general corporate expenses.

   OTHER
   -----

   Effective April 1, 1998, certain marketing activities of natural gas liquids
(previously reported in Midstream Gas & Liquids) and petroleum refining products
(previously reported in Petroleum Services) were transferred to Energy Marketing
& Trading and combined with its commodity risk trading operations. As a result,
revenues and operating profit amounts for the three months and six months ended
June 30, 1997, have been restated to reflect this classification. These
marketing activities are reported through first-quarter 1998 on a "gross" basis
in the Consolidated Statement of Income as revenues and profit-center costs
within Energy Marketing & Trading. Concurrent with completing the combination of
such activities with the commodity risk trading operations of Energy Marketing &
Trading, the related contract rights and obligations of certain of these
operations were recorded in the balance sheet on a market-value basis consistent
with Energy Marketing & Trading's accounting policy, and the related income
statement presentation relating to these operations was changed effective April
1, 1998 to reflect these revenues net of the related costs to purchase such
items.

   
   On April 30, 1997, Williams and Northern Telecom (Nortel) combined their
customer-premise operations into a limited liability company, Williams
Communications Solutions, LLC (LLC) (see Note 3). Communications' revenues and
operating profit amounts include the operating results of the LLC beginning 
May 1, 1997.
    

   Operating profit of operating companies may vary by quarter. Based on current
rate structures and/or historical maintenance schedules, Transcontinental Gas
Pipe Line and Texas Gas Transmission experience lower operating profits in the
second and third quarters as compared with the first and fourth quarters.

2.   REVENUES AND OPERATING PROFIT
- -------------------------------------------------------------------------------

          Revenues and operating profit of Gas Pipelines and Energy Services for
     the three and six months ended June 30, 1998 and 1997, are as follows:

   
<TABLE>
<CAPTION>
                                            Three months ended June 30,                     Six months ended June 30,
(MILLIONS)                                Revenues           Operating Profit           Revenues          Operating Profit
- ---------------------------------------------------------------------------------------------------------------------------
                                       1998       1997       1998        1997        1998       1997       1998        1997
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                <C>        <C>        <C>         <C>         <C>        <C>        <C>         <C>     
Gas Pipelines:
     Central                       $   40.3   $   40.9   $   11.4    $   11.6    $   85.9   $   87.8   $   29.4    $   32.3
     Kern River Gas
          Transmission                 40.3       42.3       27.5        31.0        81.5       82.0       56.5        60.0
     Northwest Pipeline                70.3       66.1       35.3        30.0       141.5      133.3       69.4        59.2
     Texas Gas Transmission            56.2       60.0       10.5         8.4       143.8      157.2       53.3        51.8
     Transcontinental Gas
          Pipe Line                   192.9      188.1       68.3        50.2       390.6      378.8      139.4       108.9
- ---------------------------------------------------------------------------------------------------------------------------
                                   $  400.0   $  397.4   $  153.0    $  131.2    $  843.3   $  839.1   $  348.0    $  312.2
- ---------------------------------------------------------------------------------------------------------------------------
Energy Services:
     Energy Marketing
          & Trading                $  174.6   $  429.6*  $    4.1    $  (20.3)*  $  655.2   $  987.2*  $   20.7    $   12.2*
     Exploration & Production          37.5       24.6        8.0         4.1        78.1       62.4       20.3        14.7
     Midstream Gas & Liquids          202.5      249.6*      54.8        69.8*      441.9      522.6*     121.1       154.3*
     Petroleum Services               582.6      658.6*      45.5        61.6*    1,185.7    1,297.1*      79.0        94.7*
     Merger-related costs              --         --         (6.1)       --          --         --        (42.0)       --  
- ---------------------------------------------------------------------------------------------------------------------------
                                   $  997.2   $1,362.4*  $  106.3    $  115.2*  $ 2,360.9   $2,869.3*   $ 199.1    $  275.9*
- ---------------------------------------------------------------------------------------------------------------------------
* Amounts have been restated as described in Note 1.
</TABLE>
    
<PAGE>   7
                                                                 [WILLIAMS LOGO]


NOTES TO CONSOLIDATED STATEMENT OF INCOME (continued)
(UNAUDITED)

2. REVENUES AND OPERATING PROFIT (CONTINUED)
- -----------------------------------------------------------------------------
    Included in the second quarter 1998 other (income) expense-net and 
operating profit for Petroleum Services is a loss provision for a recent
order from the Federal Energy Regulatory Commission (FERC).  On July 15, 1998,
Williams Pipe Line Company received an Order from the FERC which affirmed an
administrative law judge's 1996 initial decision regarding ratemaking
proceedings for the period September 15, 1990 through May 1, 1992.  The FERC
has ruled that the company did not meet its burden of establishing that its 
transportation rates in its 12 noncompetitive markets were just and 
reasonable for the period and has ordered refunds.  The company continues to
believe it has collected rates for that period that will ultimately be 
approved on appeal.  However, due to this FERC decision, the company accrued
$15.5 million, including interest, for potential refunds to customers for the
issues described above.

    Since May 1, 1992, Williams Pipe Line has collected and recognized as
revenues $113 million in noncompetitive markets that are in excess of tariff
rates previously approved by the FERC that are subject to refund with interest.
The company believes that the tariff rates collected in these markets during
this period will be justified in accordance with the FERC's cost basis
guidelines and will be making the appropriate filings with the FERC to support
this position.

3.  SALE OF INTEREST IN SUBSIDIARY
- -----------------------------------------------------------------------------

   
    On April 30, 1997, Williams and Nortel combined their customer-premise
equipment sales and service operations into a limited liability company,
Williams Communications Solutions, LLC (LLC).  In addition, Williams paid $68
million to Nortel. Williams has accounted for its 70 percent interest in the
operations that Nortel contributed to the LLC as a purchase business combination
and beginning May 1, 1997, has included the results of operations of the
acquired company in Williams' Consolidated Statement of Income.  Accordingly,
the acquired assets and liabilities have been recorded based on an allocation of
the purchase price, with substantially all of the cost in excess of historical
carrying values allocated to goodwill. The goodwill is being amortized using the
straight-line method over approximately 25 years.
    

    Williams recorded the 30 percent reduction in its operations contributed to
the LLC as a sale to the minority shareholders of the LLC.  Williams recognized
a gain of $44.5 million based on the fair value of its operations contributed to
the LLC. Income taxes were not provided on the gain because the transaction did
not affect the difference between the financial and tax bases of identifiable
assets and liabilities.

4.  SALE OF ASSETS
- -----------------------------------------------------------------------------
    
    In January 1997, Williams sold its interest in the natural gas liquids and
condensate reserves in the West Panhandle field of Texas for $66 million in
cash.  The sale resulted in a $66 million pre-tax gain on the transaction,
because the related reserves had no book value.

5.  EXTRAORDINARY LOSS
- -----------------------------------------------------------------------------

    The extraordinary loss in 1998 resulted from the early extinguishment of
debt.  Williams paid $54.4 million to redeem higher interest rate debt for
a $4.8 million net loss (net of a $2.6 million benefit for income taxes).

<PAGE>   8
OPERATING STATISTICS                                             [WILLIAMS LOGO]


<TABLE>
<CAPTION>
                                                             Three months ended            Six months ended
                                                                   June 30,                    June 30,
- -----------------------------------------------------------------------------------------------------------
                                                             1998           1997           1998        1997
- -----------------------------------------------------------------------------------------------------------
<S>                                                          <C>            <C>           <C>         <C>
Gas Pipelines:
  Central
   Throughput (TBtu)                                         63.3           57.3          169.4       171.6
   Average daily transportation volumes (TBtu)                 .7             .6             .9          .9
   Average daily firm reserved capacity (TBtu)                2.1            2.0            2.1         2.1

  Kern River Gas Transmission  
   Throughput (TBtu)                                         73.1           72.9          148.7       131.1
   Average daily transportation volumes (TBtu)                 .8             .8             .8          .8
   Average daily firm reserved capacity (TBtu)                 .7             .7             .7          .7

  Northwest Pipeline
   Throughput (TBtu)                                        174.7          173.8          383.1       373.9
   Average daily transportation volumes (TBtu)                1.9            2.0            2.1         2.1
   Average daily firm reserved capacity (TBtu)                2.5            2.5            2.5         2.4

  Texas Gas Transmission
   Throughput (TBtu)                                        171.1          176.4          391.0       402.6
   Average daily transportation volumes (TBtu)                1.9            1.9            2.2         2.2
   Average daily firm reserved capacity (TBtu)                1.8            1.8            2.2         2.2

  Transcontinental Gas Pipe Line
   Throughput (TBtu)                                        375.5          391.6*         810.8       823.9*
   Average daily transportation volumes (TBtu)                4.1            4.3*           4.5         4.3*
   Average daily firm reserved capacity (TBtu)                6.5            5.5            6.2         5.4

Communications:
  Communications Solutions (millions)
   Backlog at June 30                                                                    $246.6      $232.5
   Orders                                                  $370.4         $332.1         $715.0      $467.1
  Network Services
   Total planned route miles                                                             32,000         **
   Multi-media network miles                                                             11,000         **
   Route miles under construction
     Project miles                                                                       10,920         **
     Right of way acquired                                                                9,610         **
     Dark fiber                                                                           6,625         **
     Lit                                                                                  3,850         **

 *Reserved
**Information not applicable in 1997
</TABLE>
<PAGE>   9
OPERATING STATISTICS (CONTINUED)                                 [WILLIAMS LOGO]
<TABLE>
 
                                                                    Three months ended       Six months ended
                                                                          June 30,                June 30,
- --------------------------------------------------------------------------------------------------------------
                                                                      1998        1997        1998        1997
- --------------------------------------------------------------------------------------------------------------

<S>                                                                  <C>         <C>      <C>          <C>  

Energy Services:
     Energy Marketing & Trading
       Physical Trading
          Natural gas (TBtuD)                                          3.2         2.8         3.5         2.8
          Power (GWh/hour)                                             4.1         0.7         3.9          .6
       Propane Marketing
          Retail (million gallons)                                    38.1        42.2       143.7       142.4

     Exploration & Production
       Natural gas production (TBtu)                                   9.2         8.8        19.4        17.9

     Midstream Gas & Liquids
       Field Services
          Gathering volumes (TBtu)                                   533.9       531.3     1,062.3      1058.5
          Processing volumes (TBtu)                                  131.9       126.2       268.3       251.5
          Natural gas liquids sales (million gallons)                133.0       129.1       285.5       263.5
       Natural Gas Liquids Pipeline
          Barrel miles - total system (billions)                      35.3        34.2        68.6        71.1
          Mid-America Pipeline deliveries (million barrels)           68.3        66.0       136.7       136.3
          Seminole Pipeline deliveries (million barrels)              24.9        26.5        47.1        51.5
          Rocky Mountain Extension deliveries (million barrels)        8.4         8.5        14.6        17.5

     Petroleum Services
       Petroleum Products Pipeline
          Shipments (million barrels)                                 58.1        59.6       110.0       113.5
          Barrel miles (billions)                                     16.0        15.7        28.7        28.8
       Ethanol sales (million gallons)                                45.6        34.2        84.5        63.5
       Refining (crude runs)
          Memphis (MBPD)                                             122.1       111.1       121.2       104.7
          North Pole (MBPD)                                          130.7       126.9       131.7       130.5
       Retail stations
          Average monthly gallons per store (thousands)              168.4       156.0       157.4       153.4
          Average number of stores                                     254         240         253         235

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</TABLE>


Note: Amounts reflect the acquisition of MAPCO Inc.


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