8-KRegulation FDExhibits & Filings

WILLIAMS COMPANIES, INC. 8-K Report, Regulation FD Disclosure (Oct 31, 2011)

Filed October 31, 2011For Securities:WMB

Summary

Williams Companies, Inc. (WMB) filed an 8-K on October 31, 2011, to disclose information regarding its plan to separate its exploration and production (E&P) business into a separate publicly traded entity, WPX Energy, Inc. (WPX). Initially, Williams had planned an initial public offering (IPO) for up to 20% of its E&P interest. However, the company has revised its plan to pursue a complete separation of WPX through a tax-free spin-off to Williams' shareholders by the end of 2011. This filing primarily serves to furnish an excerpt from WPX's amended S-1 registration statement, providing updated information relevant to this separation. Investors should note that the financial information for WPX, as presented in this excerpt, will differ from Williams' consolidated E&P segment results due to WPX being reported on a stand-alone basis. Williams retains the discretion to adjust or alter these separation plans based on market conditions.

Key Highlights

  • 1Williams Companies (WMB) is pursuing a complete separation of its exploration and production (E&P) business, WPX Energy, Inc. (WPX), via a tax-free spin-off to shareholders by year-end 2011.
  • 2This spin-off is a revision from the original plan, which involved an initial public offering (IPO) of up to 20% of the E&P business.
  • 3The company is furnishing an excerpt from WPX's amended S-1 registration statement for regulatory purposes, providing updated stand-alone information for WPX.
  • 4Financial results for WPX in the disclosed excerpt may differ from Williams' consolidated E&P segment reporting due to stand-alone accounting.
  • 5Williams retains the flexibility to pursue the original IPO plan if market conditions become favorable.
  • 6The decision and timing of completing these separation transactions remain at Williams' discretion.

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