8-K

UNITED STATES

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): February 26, 2018

THE WILLIAMS COMPANIES, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	1-4174	73-0569878
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
One Williams Center, Tulsa, Oklahoma		74172
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (918) 573-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

WILLIAMS PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-34831	20-2485124
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Williams Center, Tulsa, Oklahoma	74172
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (918) 573-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events.

As previously disclosed in a Current Report on Form 8-K filed July 7, 2017, pursuant to the Membership Interest Purchase Agreement dated July 6, 2017 among Williams Partners L.P. (the “Partnership”), Williams Field Services Group, LLC, an indirect wholly owned subsidiary of the Partnership (“Williams FSG”), Williams Olefins, L.L.C., a wholly owned subsidiary of Williams FSG (the “Company”), NOVA Chemicals Inc. (“Nova”), and NOVA Chemicals Corporation, the Partnership completed the previously announced sale by Williams FSG of 100% of the issued and outstanding membership interests of the Company to Nova for $2.1 billion, subject to a working capital adjustment (the “Transaction”).

The pro forma financial statements required by Items 2.01 and 9.01 of Form 8-K in connection with the Transaction were previously filed with the SEC on July 7, 2017. This report is being filed to provide additional unaudited pro forma financial information reflecting the Transaction for the year ended December 31, 2017.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Statement of Operations of Williams Partners L.P. for the year ended December 31, 2017 and Notes thereto.
99.2	Unaudited Pro Forma Condensed Statement of Income of The Williams Companies, Inc. for the year ended December 31, 2017 and Notes thereto.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE WILLIAMS COMPANIES, INC.
By:	/s/ Robert E. Riley, Jr.
	Robert E. Riley, Jr.
	Assistant Corporate Secretary

WILLIAMS PARTNERS L.P.
By:	WPZ GP LLC,
	its General Partner
By:	/s/ Robert E. Riley, Jr.
	Robert E. Riley, Jr.
	Assistant Secretary

DATED: February 26, 2018

EX-99.1

Exhibit 99.1

Introduction to the Unaudited Pro Forma Condensed Financial Statements

On July 6, 2017, we completed the sale of Williams Olefins, L.L.C., our former wholly owned subsidiary which owned an 88.46 percent undivided ownership interest in a Geismar, Louisiana, olefins plant and associated complex, for cash proceeds totaling $2.084 billion.

The following unaudited pro forma condensed statement of operations has been developed by applying pro forma adjustments to the historical audited statement of operations of Williams Partners L.P. to reflect the disposition. The following unaudited pro forma condensed statement of operations for the year ended December 31, 2017, has been prepared to give effect to the transaction as if the divestiture had occurred at the beginning of 2017. Our historical condensed consolidated statement of operations has been derived from and should be read together with the historical audited consolidated financial statements and related notes in our Annual Report on Form 10-K filed February 22, 2018.

The unaudited pro forma condensed statement of operations is presented for illustrative purposes only to reflect the sale of Williams Olefins, L.L.C. and does not represent what our results of operations would actually have been had the sale occurred on the date noted above, or project our results of operations for any future periods. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on our results of operations. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma condensed financial information.

Williams Partners L.P.

Unaudited Pro Forma Condensed Statement of Operations

For the year ended December 31, 2017

($ in millions, except per-unit amounts)

	Historical
	Williams Partners L.P.			Pro forma Adjustments			Pro Forma
Revenues:
Service revenues	$	5,292		$	(7	)	$	5,285
Product sales		2,718			(205	)		2,513
Total revenues		8,010			(212	)		7,798
Costs and expenses:
Product costs		2,300			(97	)		2,203
Operating and maintenance expenses		1,562			(50	)		1,512
Depreciation and amortization expenses		1,700			(26	)		1,674
Selling, general, and administrative expenses		610			(14	)		596
Impairment of certain assets		1,156			—			1,156
Gain on sale of Geismar Interest		(1,095	)		1,095			—
Regulatory charges resulting from Tax Reform		674			—			674
Insurance recoveries – Geismar Incident		(9	)		9			—
Other (income) expense – net		79			(8	)		71
Total costs and expenses		6,977			909			7,886
Operating income (loss)		1,033			(1,121	)		(88	)
Equity earnings (losses)		434			—			434
Other investing income (loss) - net		281			—			281
Interest expense		(822	)		—			(822	)
Other income (expense) – net		55			—			55
Income (loss) before income taxes		981			(1,121	)		(140	)
Provision (benefit) for income taxes		6			—			6
Net income (loss)		975			(1,121	)		(146	)
Less: Income (loss) attributable to noncontrolling interests		104			—			104
Net income (loss) attributable to controlling interests	$	871		$	(1,121	)	$	(250	)
Allocation of net income (loss) for calculation of earnings per common unit:
Net income (loss) attributable to controlling interests		871						(250	)
Allocation of net income (loss) to Class B units		15						(5	)
Allocation of net income (loss) to common units		856						(245	)
Basic earnings (loss) per common unit:
Net income (loss) per common unit	$	.90					$	(.26	)
Weighted-average common units outstanding (thousands)		947,171						947,171
Diluted earnings (loss) per common unit:
Net income (loss) per common unit	$	.90					$	(.26	)
Weighted-average common units outstanding (thousands)		947,485						947,171

See accompanying notes.

Note 1. Pro Forma Adjustments

Unaudited Pro Forma Condensed Statement of Operations Adjustments

The pro forma adjustments reflect the removal of the historical results of Williams Olefins, L.L.C. and a gain of $1,095 million recognized upon completion of the sale.

EX-99.2

Exhibit 99.2

Introduction to the Unaudited Pro Forma Condensed Financial Statements

On July 6, 2017, our consolidated master limited partnership, Williams Partners L.P., completed the sale of Williams Olefins, L.L.C., its former wholly owned subsidiary which owned an 88.46 percent undivided ownership interest in a Geismar, Louisiana, olefins plant and associated complex, for cash proceeds totaling $2.084 billion.

The following unaudited pro forma statement of income has been developed by applying pro forma adjustments to the historical audited statement of income of The Williams Companies, Inc. to reflect the disposition. The following unaudited pro forma condensed statement of income for the year ended December 31, 2017, has been prepared to give effect to the transaction as if the divestiture had occurred at the beginning of 2017. Our historical condensed consolidated statement of income has been derived from and should be read together with the historical audited consolidated financial statements and related notes in our Annual Report on Form 10-K filed February 22, 2018.

The unaudited pro forma condensed statement of income is presented for illustrative purposes only to reflect the sale of Williams Olefins, L.L.C. and does not represent what our results of operations would actually have been had the sale occurred on the dates noted above, or project our results of operations for any future periods. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on our results of operations. All pro forma adjustments and their underlying assumptions are described more fully in the notes to the unaudited pro forma condensed financial information.

The Williams Companies, Inc.

Unaudited Pro Forma Condensed Statement of Income

For the year ended December 31, 2017

($ in millions, except per-share amounts)

	Historical
	The Williams Companies, Inc.			Pro forma Adjustments			Pro Forma
Revenues:
Service revenues	$	5,312		$	(7	)	$	5,305
Product sales		2,719			(205	)		2,514
Total revenues		8,031			(212	)		7,819
Costs and expenses:
Product costs		2,300			(97	)		2,203
Operating and maintenance expenses		1,585			(50	)		1,535
Depreciation and amortization expenses		1,736			(26	)		1,710
Selling, general, and administrative expenses		608			(14	)		594
Impairment of certain assets		1,248			—			1,248
Gain on sale of Geismar Interest		(1,095	)		1,095			—
Regulatory charges resulting from Tax Reform		674			—			674
Insurance recoveries – Geismar Incident		(9	)		9			—
Other (income) expense – net		80			(8	)		72
Total costs and expenses		7,127			909			8,036
Operating income (loss)		904			(1,121	)		(217	)
Equity earnings (losses)		434			—			434
Other investing income (loss) - net		282			—			282
Interest expense		(1,083	)		—			(1,083	)
Other income (expense) – net		(2	)		—			(2	)
Income (loss) before income taxes		535			(1,121	)		(586	)
Provision (benefit) for income taxes		(1,974	)		(314	)		(2,288	)
Net income (loss)		2,509			(807	)		1,702
Less: Income (loss) attributable to noncontrolling interests		335			(291	)		44
Net income (loss) attributable to controlling interests	$	2,174		$	(516	)	$	1,658
Basic earnings (loss) per common share:
Net income (loss)	$	2.63					$	2.01
Weighted-average common shares (thousands)		826,177						826,177
Diluted earnings (loss) per common share:
Net income (loss)	$	2.62					$	2.00
Weighted-average common shares (thousands)		828,518						828,518

See accompanying notes.

Note 1. Pro Forma Adjustments

Unaudited Pro Forma Condensed Statement of Income Adjustments

The pro forma adjustments reflect the removal of the historical results of Williams Olefins, L.L.C. and a gain of $1,095 million recognized upon completion of the sale, further adjusted to reflect the income attributable to the noncontrolling interests in Williams Partners L.P. and the effect of income taxes at an estimated effective rate of 37.8 percent.