8-KRegulation FDExhibits & Filings

WILLIAMS COMPANIES, INC. 8-K Report, Regulation FD Disclosure (Jul 29, 2011)

Filed July 29, 2011For Securities:WMB

Summary

This 8-K filing from The Williams Companies, Inc. (WMB) on July 29, 2011, primarily serves as a Regulation FD disclosure concerning the ongoing reorganization plan to separate its exploration and production (E&P) business. The company is moving forward with creating a new, wholly-owned subsidiary, WPX Energy, Inc. (WPX), which has filed an S-1 registration statement for an initial public offering (IPO). Williams is furnishing an excerpt from WPX's amended S-1 filing as Exhibit 99.1. This excerpt contains information relevant to WPX as a standalone entity, which may differ from Williams's E&P segment reporting. The ultimate goal of the reorganization is a tax-free spin-off of Williams's remaining interest in WPX to its shareholders, though Williams retains discretion over the timing and execution of these transactions.

Key Highlights

  • 1Williams Companies is proceeding with its plan to separate its exploration and production business into a new publicly traded entity, WPX Energy, Inc. (WPX).
  • 2WPX Energy has filed Amendment No. 3 to its Registration Statement on Form S-1 with the SEC, paving the way for an initial public offering (IPO).
  • 3The company is furnishing an excerpt from WPX's S-1 filing as a Regulation FD disclosure to provide investors with updated information.
  • 4The information provided from the WPX S-1 Excerpt may differ from Williams's historical E&P segment reporting due to the stand-alone presentation of WPX.
  • 5The second phase of the reorganization plan involves a tax-free spin-off of Williams's remaining interest in WPX to its shareholders.
  • 6Williams Companies retains the discretion to determine the final structure and timing of these separation transactions.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose, under Regulation FD, information from an amended S-1 filing by WPX Energy, Inc. (WPX), a newly formed subsidiary that will house Williams Companies' exploration and production business. This provides investors with updated information regarding the planned separation of WPX.

WPX Energy, Inc. (WPX) is a new, wholly-owned subsidiary created by Williams Companies to hold its exploration and production (E&P) business. The plan is for WPX to become a separate, publicly traded company through an initial public offering and a subsequent spin-off to Williams shareholders.

This filing indicates that WPX has filed an amended S-1 registration statement, which is a step towards an IPO. However, Williams Companies retains the discretion to determine 'whether and when' these transactions, including the IPO and the eventual spin-off of its remaining interest in WPX, will be completed.

The filing states that the information in the WPX S-1 Excerpt will differ in certain respects from Williams's prior E&P segment results because it presents WPX on a stand-alone basis. This means WPX's financials will reflect its operations and capital structure as an independent entity, rather than as a segment within the larger Williams organization.