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): 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)

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 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 Partnership’s 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 Partnership’s anticipated use of the cash proceeds from the Transaction to pay off its $850 million term loan and to fund a portion of the Partnership’s 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.

EX-99.1

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 NOVA’s 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 partnership’s 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

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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 nation’s 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 company’s annual and quarterly reports filed with the Securities and Exchange Commission.

# # #

2

EX-99.2

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.

EX-99.3

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.