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.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform investors about Williams Companies' revised plan to completely separate its exploration and production (E&P) business, WPX Energy, Inc., through a tax-free spin-off by the end of 2011. It also furnishes an excerpt from WPX's amended S-1 registration statement for disclosure purposes.

The original plan was to conduct an initial public offering (IPO) of up to 20% of the exploration and production business. This plan has been revised to pursue a complete separation via a tax-free spin-off of all Williams' ownership in WPX to its shareholders.

The financial information presented for WPX in the disclosed excerpt will differ because WPX is being reported on a stand-alone basis for the purposes of its separation. This contrasts with how its results were previously reported as part of Williams' consolidated Exploration & Production segment.

Yes, the filing states that the approval of the revised reorganization plan does not preclude Williams from pursuing the original plan for separation, including an initial public offering, should market conditions become favorable. Williams retains discretion over the timing and execution of these transactions.