Note 3 – Divestitures

On July 6, 2017, WPZ completed the sale of Williams Olefins, L.L.C., a wholly owned subsidiary which owned our 88.5 percent undivided interest in the Geismar, Louisiana, olefins plant (Geismar Interest) for total consideration of $2.084 billion in cash. We received a final working capital adjustment of $12 million in October 2017. Upon closing of the sale, WPZ entered into a long-term supply and transportation agreement with the purchaser to provide feedstock to the plant via its Bayou Ethane pipeline system. The assets and liabilities of the Geismar olefins plant were designated as held for sale within the Williams Partners segment during the first quarter of 2017. As a result of this sale, we recorded a gain of $1.095 billion in the third quarter of 2017. Following this sale, the cash proceeds were used to repay WPZ’s $850 million term loan. WPZ also plans to use these proceeds to fund a portion of the capital and investment expenditures that are a part of its growth portfolio.

The following table presents the results of operations for the Geismar Interest, excluding the gain noted above.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(Millions)
Income (loss) before income taxes of the Geismar Interest	$	1	$	61	$	26	$	109
Income (loss) before income taxes of the Geismar Interest attributable to The Williams Companies, Inc.	1		36		19		65

In September 2016, we completed the sale of subsidiaries conducting Canadian operations, including subsidiaries of WPZ, (such subsidiaries, the Canada disposal group). Consideration received totaled $1.020 billion, net of $31 million of cash divested and subject to customary working capital adjustments. In connection with the sale, we waived $150 million of incentive distributions otherwise payable by WPZ to us in the fourth quarter of 2016 in recognition of certain affiliate contracts wherein WPZ’s Canadian operations provided services to certain of our other businesses. The proceeds were primarily used to reduce borrowings on credit facilities.

During the second quarter of 2016, we designated these operations as held for sale. As a result, we measured the fair value of the disposal group as of June 30, 2016, resulting in an impairment charge of $747 million, reflected in Impairment of certain assets in the Consolidated Statement of Operations. (See Note 11 - Fair Value Measurements.) Upon completion of the sale, we recorded an additional loss of $65 million for the three and nine months ended September 30, 2016, primarily reflecting revisions to the sales price and estimated contingent consideration and including a $15 million benefit related to transactions to hedge our foreign currency exchange risk on the Canadian proceeds, reflected in Other (income) expense – net within Costs and expenses in the Consolidated Statement of Operations. The total loss consists of a loss of $32 million and $33 million at Williams Partners and Williams Other segments, respectively.

The following table presents the results of operations for the Canada disposal group, excluding the impairment and loss noted above.



	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017		2016
	(Millions)
Income (loss) before income taxes of the Canadian disposal group	$	—	$	(9	)	$	—	$	(98	)
Income (loss) before income taxes of the Canadian disposal group attributable to The Williams Companies, Inc.	—		(16		)	—		(95		)