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): July 6, 2017
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) |
Registrants 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) |
Registrants 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 2.01. | Completion of Acquisition or Disposition of Assets. |
On July 6, 2017, pursuant to the Membership Interest Purchase Agreement (the Purchase Agreement) 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).
A more detailed description of the material terms of the Purchase Agreement was included in the Partnerships Current Report on Form 8-K filed on April 18, 2017.
Item 7.01. | Regulation FD Disclosure. |
On July 6, 2017, The Williams Companies, Inc. and the Partnership issued a press release announcing the completion of the Transaction and the Partnerships anticipated use of the cash proceeds from the Transaction to pay off its $850 million term loan and to fund a portion of the Partnerships capital and investment expenditures. A copy of this press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Balance Sheet of the Partnership as of March 31, 2017 and the Unaudited Pro Forma Condensed Statements of Income for the three months ended March 31, 2017 and the year ended December 31, 2016 and Notes thereto are attached hereto as Exhibit 99.2 and incorporated herein by reference.
The Unaudited Pro Forma Condensed Balance Sheet of The Williams Companies, Inc. as of March 31, 2017 and the Unaudited Pro Forma Condensed Statements of Income for the three months ended March 31, 2017 and the year ended December 31, 2016 and Notes thereto are attached hereto as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Press release dated July 6, 2017. | |
99.2 | Unaudited Pro Forma Condensed Balance Sheet of Williams Partners L.P. as of March 31, 2017 and the Unaudited Pro Forma Condensed Statements of Income for the three months ended March 31, 2017 and the year ended December 31, 2016 and Notes thereto. | |
99.3 | Unaudited Pro Forma Condensed Balance Sheet of The Williams Companies, Inc. as of March 31, 2017 and the Unaudited Pro Forma Condensed Statements of Income for the three months ended March 31, 2017 and the year ended December 31, 2016 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/ Joshua H. De Rienzis | ||
Joshua H. De Rienzis | ||
Vice President and Corporate Secretary | ||
WILLIAMS PARTNERS L.P. | ||
By: | WPZ GP LLC, | |
its General Partner | ||
By: | /s/ Joshua H. De Rienzis | |
Joshua H. De Rienzis | ||
Vice President and Secretary |
DATED: July 7, 2017
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press release dated July 6, 2017. | |
99.2 | Unaudited Pro Forma Condensed Balance Sheet of Williams Partners L.P. as of March 31, 2017 and the Unaudited Pro Forma Condensed Statements of Income for the three months ended March 31, 2017 and the year ended December 31, 2016 and Notes thereto. | |
99.3 | Unaudited Pro Forma Condensed Balance Sheet of The Williams Companies, Inc. as of March 31, 2017 and the Unaudited Pro Forma Condensed Statements of Income for the three months ended March 31, 2017 and the year ended December 31, 2016 and Notes thereto. |
Exhibit 99.1
Williams (NYSE: WMB) One Williams Center Tulsa, OK 74172 800-Williams www.williams.com |
DATE: July 6, 2017 | ||
MEDIA CONTACT: | INVESTOR CONTACT: | |
Keith Isbell (918) 573-7308 |
Brett Krieg (918) 573-4614 |
Williams Partners Completes Sale of Interests in the Geismar Olefins
Facility to NOVA Chemicals for $2.1 Billion; Enters into Long-Term
Feedstock Supply and Transportation Agreements with NOVA Chemicals
TULSA, Okla. Williams Partners L.P. (NYSE: WPZ) announced today that it has completed the sale of all of its membership interest in Williams Olefins L.L.C., which owns an 88.46 percent undivided ownership interest in the Geismar, Louisiana, olefins plant and associated complex, to NOVA Chemicals for $2.1 billion in cash, subject to a working capital adjustment.
Additionally, Williams Partners subsidiaries have entered into long-term supply and transportation agreements with NOVA Chemicals to provide feedstock to the Geismar olefins plant via Williams Partners ethane pipeline system in the U.S. Gulf Coast. These agreements will secure a meaningful long-term fee-based revenue stream for the partnership.
Completing this successful transaction represents another important step in our natural gas-focused business strategy to deliver predictable long-term growth as we reduce our commodity-margin exposure, said Alan Armstrong, chief executive officer of Williams Partners general partner. Around 97 percent of our gross margins will now come from predictable fee-based sources, including the previously announced new long-term supply and transportation agreements with NOVA. We look forward to supporting NOVAs strategy in the Gulf Coast with our highly reliable ethane pipeline system as part of this win-win transaction and agreement for both companies.
Williams Partners plans to use the cash proceeds from the Williams Olefins transaction to pay off its $850 million term loan and to fund a portion of the capital and investment expenditures that are a part of the partnerships extensive growth portfolio. The Williams Companies, Inc. (NYSE: WMB) expects that for federal tax purposes, any taxable gain generated from the transaction will be sheltered by tax losses carried forward.
Morgan Stanley & Co. LLC acted as the lead financial adviser to Williams Partners on the transaction. Centerview Partners LLC acted as a co-adviser to Williams Partners on the transaction. Gibson, Dunn & Crutcher LLP and Kean Miller LLP served as legal advisers to Williams Partners on the transaction.
About Williams & Williams Partners
Williams (NYSE: WMB) is a premier provider of large-scale infrastructure connecting U.S. natural gas and natural gas products to growing demand for cleaner fuel and feedstocks. Headquartered in Tulsa, Okla., Williams owns approximately 74 percent of Williams Partners L.P. (NYSE: WPZ). Williams Partners is an industry-leading, large-cap master limited partnership with operations across the natural gas value chain
1
including gathering, processing and interstate transportation of natural gas and natural gas liquids. With major positions in top U.S. supply basins, Williams Partners owns and operates more than 33,000 miles of pipelines system wide including the nations largest volume and fastest growing pipeline providing natural gas for clean-power generation, heating and industrial use. Williams Partners operations touch approximately 30 percent of U.S. natural gas. www.williams.com
About NOVA Chemicals
NOVA Chemicals develops and manufactures chemicals and plastic resins that make everyday life safer, healthier and easier. Our employees work to ensure health, safety, security and environmental stewardship through our commitment to sustainability and Responsible Care®. NOVA Chemicals, headquartered in Calgary, Alberta, Canada, is wholly-owned ultimately by Mubadala Investment Company of the Emirate of Abu Dhabi, United Arab Emirates.
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 companys annual and quarterly reports filed with the Securities and Exchange Commission.
# # #
2
Exhibit 99.2
Introduction to the Unaudited Pro Forma Condensed Financial Statements
On April 17, 2017, we announced that we agreed to sell Williams Olefins, L.L.C., a wholly owned subsidiary which owns an 88.46 percent undivided ownership interest in a Geismar, Louisiana, olefins plant and associated complex for $2.1 billion in cash. On July 6, 2017, the sale was completed and we received cash proceeds totaling $2.084 billion, reflecting adjustments for the estimated net working capital at closing and subject to final determination.
The following unaudited pro forma condensed financial statements have been developed by applying pro forma adjustments to the individual historical audited and unaudited financial statements of Williams Partners L.P. to reflect the disposition. The following unaudited pro forma condensed balance sheet as of March 31, 2017, has been prepared to give effect to the transaction as if the divestiture had occurred on March 31, 2017. The following unaudited pro forma condensed statements of income for the three months ended March 31, 2017, and year ended December 31, 2016, have been prepared to give effect to the transaction as if the divestiture had occurred at the beginning of 2016. Our historical condensed consolidated financial statements have been derived from and should be read together with the historical audited consolidated financial statements and related notes in Exhibit 99.1 of our Form 8-K dated May 25, 2017, and the historical unaudited consolidated financial statements and related notes in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.
The unaudited pro forma condensed financial statements are presented for illustrative purposes only to reflect the sale of Williams Olefins, L.L.C. and do not represent what our results of operations or financial position would actually have been had the sale occurred on the dates noted above, or project our results of operations or financial position 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 Balance Sheet
As of March 31, 2017
($ in millions)
Historical | ||||||||||||
Williams Partners L.P. |
Pro Forma Adjustments |
Pro Forma | ||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 625 | $ | 2,084 | $ | 2,709 | ||||||
Trade accounts and other receivables net |
861 | | 861 | |||||||||
Inventories |
148 | | 148 | |||||||||
Assets held for sale |
1,023 | (999 | ) | 24 | ||||||||
Other current assets and deferred charges |
157 | | 157 | |||||||||
|
|
|
|
|
|
|||||||
Total current assets |
2,814 | 1,085 | 3,899 | |||||||||
Investments |
6,738 | | 6,738 | |||||||||
Property, plant, and equipment, at cost |
37,677 | | 37,677 | |||||||||
Accumulated depreciation and amortization |
(10,313 | ) | | (10,313 | ) | |||||||
|
|
|
|
|
|
|||||||
Property, plant, and equipment net |
27,364 | | 27,364 | |||||||||
Intangible assets net of accumulated amortization |
9,569 | | 9,569 | |||||||||
Regulatory assets, deferred charges, and other |
453 | | 453 | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
$ | 46,938 | $ | 1,085 | $ | 48,023 | ||||||
|
|
|
|
|
|
|||||||
LIABILITIES AND EQUITY |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable |
$ | 732 | $ | | $ | 732 | ||||||
Accrued interest |
170 | | 170 | |||||||||
Asset retirement obligations |
48 | | 48 | |||||||||
Liabilities held for sale |
43 | (43 | ) | | ||||||||
Other accrued liabilities |
881 | 45 | 926 | |||||||||
|
|
|
|
|
|
|||||||
Total current liabilities |
1,874 | 2 | 1,876 | |||||||||
Long-term debt |
17,065 | | 17,065 | |||||||||
Asset retirement obligations |
830 | | 830 | |||||||||
Deferred income tax liabilities |
19 | | 19 | |||||||||
Regulatory liabilities, deferred income, and other |
1,951 | | 1,951 | |||||||||
Contingent liabilities |
||||||||||||
Equity: |
||||||||||||
Partners equity |
23,462 | 1,083 | 24,545 | |||||||||
Noncontrolling interests in consolidated subsidiaries |
1,737 | | 1,737 | |||||||||
|
|
|
|
|
|
|||||||
Total equity |
25,199 | 1,083 | 26,282 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and equity |
$ | 46,938 | $ | 1,085 | $ | 48,023 | ||||||
|
|
|
|
|
|
See accompanying notes.
Williams Partners L.P.
Unaudited Pro Forma Condensed Statement of Income
For the three months ended March 31, 2017
($ in millions, except per-unit amounts)
Historical | ||||||||||||
Williams Partners L.P. |
Pro Forma Adjustments |
Pro Forma | ||||||||||
Revenues |
||||||||||||
Service revenues |
$ | 1,256 | $ | (4 | ) | $ | 1,252 | |||||
Product sales |
727 | (115 | ) | 612 | ||||||||
|
|
|
|
|
|
|||||||
Total revenues |
1,983 | (119 | ) | 1,864 | ||||||||
Costs and expenses: |
||||||||||||
Product costs |
579 | (55 | ) | 524 | ||||||||
Operating and maintenance expenses |
361 | (22 | ) | 339 | ||||||||
Depreciation and amortization expenses |
433 | (13 | ) | 420 | ||||||||
Selling, general, and administrative expenses |
156 | (5 | ) | 151 | ||||||||
Other (income) expense net |
4 | | 4 | |||||||||
|
|
|
|
|
|
|||||||
Total costs and expenses |
1,533 | (95 | ) | 1,438 | ||||||||
|
|
|
|
|
|
|||||||
Operating income (loss) |
450 | (24 | ) | 426 | ||||||||
Equity earnings (losses) |
107 | | 107 | |||||||||
Other investing income (loss) net |
271 | | 271 | |||||||||
Interest expense |
(214 | ) | 1 | (213 | ) | |||||||
Other income (expense) net |
49 | | 49 | |||||||||
|
|
|
|
|
|
|||||||
Income (loss) before income taxes |
663 | (23 | ) | 640 | ||||||||
Provision (benefit) for income taxes |
3 | | 3 | |||||||||
|
|
|
|
|
|
|||||||
Net income (loss) |
660 | (23 | ) | 637 | ||||||||
Less: Income (loss) attributable to noncontrolling interests |
26 | | 26 | |||||||||
|
|
|
|
|
|
|||||||
Net income (loss) attributable to controlling interests |
$ | 634 | $ | (23 | ) | $ | 611 | |||||
|
|
|
|
|
|
|||||||
Allocation of net income (loss) for calculation of earnings per common unit: |
||||||||||||
Net income (loss) attributable to controlling interests |
$ | 634 | $ | 611 | ||||||||
Allocation of net income (loss) to Class B units |
11 | 11 | ||||||||||
|
|
|
|
|||||||||
Allocation of net income (loss) to common units |
$ | 623 | $ | 600 | ||||||||
|
|
|
|
|||||||||
Basic earnings (loss) per common unit: |
||||||||||||
Net income (loss) per common unit |
$ | .68 | $ | .65 | ||||||||
|
|
|
|
|||||||||
Weighted-average number of common units outstanding (thousands) |
919,944 | 919,944 | ||||||||||
|
|
|
|
|||||||||
Diluted earnings (loss) per common share: |
||||||||||||
Net income (loss) per common unit |
$ | .68 | $ | .65 | ||||||||
|
|
|
|
|||||||||
Weighted-average number of common units outstanding (thousands) |
920,250 | 920,250 | ||||||||||
|
|
|
|
See accompanying notes.
Williams Partners L.P.
Unaudited Pro Forma Condensed Statement of Income
For the year ended December 31, 2016
($ in millions, except per-unit amounts)
Historical | ||||||||||||
Williams Partners L.P. |
Pro forma Adjustments |
Pro Forma | ||||||||||
Revenues |
||||||||||||
Service revenues |
$ | 5,173 | $ | (13 | ) | $ | 5,160 | |||||
Product sales |
2,318 | (427 | ) | 1,891 | ||||||||
|
|
|
|
|
|
|||||||
Total revenues |
7,491 | (440 | ) | 7,051 | ||||||||
Costs and expenses: |
||||||||||||
Product costs |
1,728 | (150 | ) | 1,578 | ||||||||
Operating and maintenance expenses |
1,548 | (86 | ) | 1,462 | ||||||||
Depreciation and amortization expenses |
1,720 | (52 | ) | 1,668 | ||||||||
Selling, general, and administrative expenses |
630 | (19 | ) | 611 | ||||||||
Impairment of certain assets |
457 | | 457 | |||||||||
Other (income) expense net |
111 | | 111 | |||||||||
|
|
|
|
|
|
|||||||
Total costs and expenses |
6,194 | (307 | ) | 5,887 | ||||||||
|
|
|
|
|
|
|||||||
Operating income (loss) |
1,297 | (133 | ) | 1,164 | ||||||||
Equity earnings (losses) |
397 | | 397 | |||||||||
Impairment of equity method investments |
(430 | ) | | (430 | ) | |||||||
Other investing income (loss) net |
29 | | 29 | |||||||||
Interest expense |
(916 | ) | | (916 | ) | |||||||
Other income (expense) net |
62 | | 62 | |||||||||
|
|
|
|
|
|
|||||||
Income (loss) before income taxes |
439 | (133 | ) | 306 | ||||||||
Provision (benefit) for income taxes |
(80 | ) | | (80 | ) | |||||||
|
|
|
|
|
|
|||||||
Net income (loss) |
519 | (133 | ) | 386 | ||||||||
Less: Income (loss) attributable to noncontrolling interests |
88 | | 88 | |||||||||
|
|
|
|
|
|
|||||||
Net income (loss) attributable to controlling interests |
$ | 431 | $ | (133 | ) | $ | 298 | |||||
|
|
|
|
|
|
|||||||
Allocation of net income (loss) for calculation of earnings per common unit: |
||||||||||||
Net income (loss) attributable to controlling interests |
431 | 298 | ||||||||||
Allocation of net income (loss) to general partner |
517 | 517 | ||||||||||
Allocation of net income (loss) to Class B units |
12 | 10 | ||||||||||
|
|
|
|
|||||||||
Allocation of net income (loss) to common units |
(98 | ) | (229 | ) | ||||||||
|
|
|
|
|||||||||
Basic and diluted earnings (loss) per common unit: |
||||||||||||
Net income (loss) per common unit |
$ | (.17 | ) | $ | (.39 | ) | ||||||
|
|
|
|
|||||||||
Weighted-average number of common units outstanding (thousands) |
592,519 | 592,519 | ||||||||||
|
|
|
|
See accompanying notes.
Note 1. Pro Forma Adjustments
Unaudited Pro Forma Condensed Balance Sheet Adjustments
The pro forma adjustments reflect $2.084 billion of cash received upon the sale of Williams Olefins, L.L.C., the removal of the related historical net assets of the disposal group, an accrual for certain estimated transaction-related items associated with the sale, and the impact resulting from the expected gain on disposal.
Unaudited Pro Forma Condensed Statements of Income Adjustments
The pro forma adjustments reflect the removal of the historical results of the disposal group. The pro forma adjustments do not reflect the expected gain on disposal, currently estimated to be approximately $1.083 billion.
Exhibit 99.3
Introduction to the Unaudited Pro Forma Condensed Financial Statements
On April 17, 2017, our consolidated master limited partnership, Williams Partners L.P., announced that it agreed to sell Williams Olefins, L.L.C., a wholly owned subsidiary which owns an 88.46 percent undivided ownership interest in a Geismar, Louisiana, olefins plant and associated complex for $2.1 billion in cash. On July 6, 2017, the sale was completed and we received cash proceeds totaling $2.084 billion, reflecting adjustments for the estimated net working capital at closing and subject to final determination.
The following unaudited pro forma financial statements have been developed by applying pro forma adjustments to the individual historical audited and unaudited financial statements of The Williams Companies, Inc. to reflect the disposition. The following unaudited pro forma condensed balance sheet as of March 31, 2017, has been prepared to give effect to the transaction as if the divestiture had occurred on March 31, 2017. The following unaudited pro forma condensed statements of income for the three months ended March 31, 2017, and year ended December 31, 2016, have been prepared to give effect to the transaction as if the divestiture had occurred at the beginning of 2016. Our historical condensed consolidated financial statements have been derived from and should be read together with the historical audited consolidated financial statements and related notes in Exhibit 99.1 of our Form 8-K dated May 25, 2017, and the historical unaudited consolidated financial statements and related notes in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.
The unaudited pro forma condensed financial statements are presented for illustrative purposes only to reflect the sale of Williams Olefins, L.L.C. and do not represent what our results of operations or financial position would actually have been had the sale occurred on the dates noted above, or project our results of operations or financial position 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 Balance Sheet
As of March 31, 2017
($ in millions)
Historical | ||||||||||||
The Williams Companies, Inc. |
Pro Forma Adjustments |
Pro Forma | ||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 639 | $ | 2,084 | $ | 2,723 | ||||||
Trade accounts and other receivables net |
867 | | 867 | |||||||||
Inventories |
148 | | 148 | |||||||||
Assets held for sale |
1,023 | (999 | ) | 24 | ||||||||
Other current assets and deferred charges |
168 | | 168 | |||||||||
|
|
|
|
|
|
|||||||
Total current assets |
2,845 | 1,085 | 3,930 | |||||||||
Investments |
6,738 | | 6,738 | |||||||||
Property, plant, and equipment, at cost |
38,342 | | 38,342 | |||||||||
Accumulated depreciation and amortization |
(10,580 | ) | | (10,580 | ) | |||||||
|
|
|
|
|
|
|||||||
Property, plant, and equipment net |
27,762 | | 27,762 | |||||||||
Intangible assets net of accumulated amortization |
9,570 | | 9,570 | |||||||||
Regulatory assets, deferred charges, and other |
597 | | 597 | |||||||||
|
|
|
|
|
|
|||||||
Total assets |
$ | 47,512 | $ | 1,085 | $ | 48,597 | ||||||
|
|
|
|
|
|
|||||||
LIABILITIES AND EQUITY |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable |
$ | 680 | $ | | $ | 680 | ||||||
Liabilities held for sale |
43 | (43 | ) | | ||||||||
Accrued liabilities |
1,322 | 45 | 1,367 | |||||||||
|
|
|
|
|
|
|||||||
Total current liabilities |
2,045 | 2 | 2,047 | |||||||||
Long-term debt |
21,825 | | 21,825 | |||||||||
Deferred income tax liabilities |
5,133 | 301 | 5,434 | |||||||||
Regulatory liabilities, deferred income, and other |
3,100 | | 3,100 | |||||||||
Contingent liabilities |
||||||||||||
Equity: |
||||||||||||
Stockholders equity |
8,444 | 500 | 8,944 | |||||||||
Noncontrolling interests in consolidated subsidiaries |
6,965 | 282 | 7,247 | |||||||||
|
|
|
|
|
|
|||||||
Total equity |
15,409 | 782 | 16,191 | |||||||||
|
|
|
|
|
|
|||||||
Total liabilities and equity |
$ | 47,512 | $ | 1,085 | $ | 48,597 | ||||||
|
|
|
|
|
|
See accompanying notes.
The Williams Companies, Inc.
Unaudited Pro Forma Condensed Statement of Income
For the three months ended March 31, 2017
($ in millions, except per-share amounts)
Historical | ||||||||||||
The Williams Companies, Inc. |
Pro Forma Adjustments |
Pro Forma | ||||||||||
Revenues: |
||||||||||||
Service revenues |
$ | 1,261 | $ | (4 | ) | $ | 1,257 | |||||
Product sales |
727 | (115 | ) | 612 | ||||||||
|
|
|
|
|
|
|||||||
Total revenues |
1,988 | (119 | ) | 1,869 | ||||||||
Costs and expenses: |
||||||||||||
Product costs |
579 | (55 | ) | 524 | ||||||||
Operating and maintenance expenses |
368 | (22 | ) | 346 | ||||||||
Depreciation and amortization expenses |
442 | (13 | ) | 429 | ||||||||
Selling, general, and administrative expenses |
161 | (5 | ) | 156 | ||||||||
Other (income) expense net |
5 | | 5 | |||||||||
|
|
|
|
|
|
|||||||
Total costs and expenses |
1,555 | (95 | ) | 1,460 | ||||||||
|
|
|
|
|
|
|||||||
Operating income (loss) |
433 | (24 | ) | 409 | ||||||||
Equity earnings (losses) |
107 | | 107 | |||||||||
Other investing income-net |
272 | | 272 | |||||||||
Interest expense |
(280 | ) | 1 | (279 | ) | |||||||
Other income (expense) net |
74 | | 74 | |||||||||
|
|
|
|
|
|
|||||||
Income (loss) before income taxes |
606 | (23 | ) | 583 | ||||||||
Provision (benefit) for income taxes |
37 | (6 | ) | 31 | ||||||||
|
|
|
|
|
|
|||||||
Net income (loss) |
569 | (17 | ) | 552 | ||||||||
Less: Net income (loss) attributable to noncontrolling interests |
196 | (6 | ) | 190 | ||||||||
|
|
|
|
|
|
|||||||
Net income (loss) attributable to The Williams Companies, Inc. |
$ | 373 | $ | (11 | ) | $ | 362 | |||||
|
|
|
|
|
|
|||||||
Amount attributable to The Williams Companies, Inc. |
||||||||||||
Basic earnings (loss) per common share: |
||||||||||||
Net income (loss) |
$ | .45 | $ | .44 | ||||||||
|
|
|
|
|||||||||
Weighted-average shares (thousands) |
824,548 | 824,548 | ||||||||||
|
|
|
|
|||||||||
Diluted earnings (loss) per common share: |
| |||||||||||
Net income (loss) |
$ | .45 | $ | .44 | ||||||||
|
|
|
|
|||||||||
Weighted-average shares (thousands) |
826,476 | 826,476 | ||||||||||
|
|
|
|
See accompanying notes.
The Williams Companies, Inc.
Unaudited Pro Forma Condensed Statement of Income
For the year ended December 31, 2016
($ in millions, except per-share amounts)
Historical | ||||||||||||
The Williams Companies, Inc. |
Pro forma Adjustments |
Pro Forma | ||||||||||
Revenues |
||||||||||||
Service revenues |
$ | 5,171 | $ | (13 | ) | $ | 5,158 | |||||
Product sales |
2,328 | (427 | ) | 1,901 | ||||||||
|
|
|
|
|
|
|||||||
Total revenues |
7,499 | (440 | ) | 7,059 | ||||||||
Costs and expenses: |
||||||||||||
Product costs |
1,725 | (150 | ) | 1,575 | ||||||||
Operating and maintenance expenses |
1,580 | (86 | ) | 1,494 | ||||||||
Depreciation and amortization expenses |
1,763 | (52 | ) | 1,711 | ||||||||
Selling, general, and administrative expenses |
723 | (19 | ) | 704 | ||||||||
Impairment of certain assets |
873 | | 873 | |||||||||
Other (income) expense net |
135 | | 135 | |||||||||
|
|
|
|
|
|
|||||||
Total costs and expenses |
6,799 | (307 | ) | 6,492 | ||||||||
|
|
|
|
|
|
|||||||
Operating income (loss) |
700 | (133 | ) | 567 | ||||||||
Equity earnings (losses) |
397 | | 397 | |||||||||
Impairment of equity-method investments |
(430 | ) | | (430 | ) | |||||||
Other investing income (loss) net |
63 | | 63 | |||||||||
Interest expense |
(1,179 | ) | | (1,179 | ) | |||||||
Other income (expense) net |
74 | | 74 | |||||||||
|
|
|
|
|
|
|||||||
Income (loss) from continuing operations before income taxes |
(375 | ) | (133 | ) | (508 | ) | ||||||
Provision (benefit) for income taxes |
(25 | ) | (30 | ) | (55 | ) | ||||||
|
|
|
|
|
|
|||||||
Net income (loss) |
(350 | ) | (103 | ) | (453 | ) | ||||||
Less: Net income (loss) attributable to noncontrolling interests |
74 | (53 | ) | 21 | ||||||||
|
|
|
|
|
|
|||||||
Net income (loss) attributable to the Williams Companies, Inc. |
$ | (424 | ) | $ | (50 | ) | $ | (474 | ) | |||
|
|
|
|
|
|
|||||||
Amounts attributable to The Williams Companies, Inc.: |
||||||||||||
Basic earnings (loss) per common share: |
||||||||||||
Net income (loss) |
$ | (.57 | ) | $ | (.63 | ) | ||||||
|
|
|
|
|||||||||
Weighted-average shares (thousands) |
750,673 | 750,673 | ||||||||||
|
|
|
|
|||||||||
Diluted earnings (loss) per common share: |
||||||||||||
Net income (loss) |
$ | (.57 | ) | $ | (.63 | ) | ||||||
|
|
|
|
|||||||||
Weighted-average shares (thousands) |
750,673 | 750,673 | ||||||||||
|
|
|
|
See accompanying notes.
Note 1. Pro Forma Adjustments
Unaudited Pro Forma Condensed Balance Sheet Adjustments
The pro forma adjustments reflect $2.084 billion of cash received upon the sale of Williams Olefins, L.L.C., the removal of the related historical net assets of the disposal group, an accrual for certain estimated transaction-related items associated with the sale, and the impact resulting from the expected gain on disposal. The gain has been tax affected at an estimated effective rate of 37.6 percent.
Unaudited Pro Forma Condensed Statements of Income Adjustments
The pro forma adjustments reflect the removal of the historical results of the disposal group, 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 37.6 percent. The pro forma adjustments do not reflect the expected gain on disposal, currently estimated to be approximately $1.083 billion, before income taxes.