Item 8.01. Other Events
In January 2009, Williams Partners L.P. adopted Emerging Issues Task Force
(EITF) Issue No. 07-4, "Application of the two-class method under FASB Statement
No. 128, Earnings per Share, to Master Limited Partnerships." EITF Issue No.
07-4 states, among other things, that the calculation of earnings per unit
should not reflect an allocation of undistributed earnings to the incentive
distribution right (IDR) holders beyond amounts distributable to IDR holders
under the terms of its partnership agreement. Previously, under generally
accepted accounting principles, we calculated earnings per unit as if all the
earnings for the period had been distributed, which resulted in an additional
allocation of income to the general partner (the IDR holder) in quarterly
periods where an assumed incentive distribution exceeded the actual incentive
distribution. Following the adoption of this guidance, we no longer calculate
assumed incentive distributions. We have retrospectively applied this guidance
to all periods presented. The retrospective application of this guidance
decreased the income allocated to the general partner and increased the income
allocated to limited partners for the amount that any assumed incentive
distribution exceeded the actual incentive distribution calculated during that
period. Certain of our historical periods' earnings per unit have been revised
as a result of this change. Adoption of this new guidance only impacts the
allocation of earnings for purposes of calculating our earnings per limited
partner unit and has no impact on our results of operations, allocation of
earnings to capital accounts, or distributions of available cash to unitholders
and our general partner.
In January 2009, Williams Partners GP LLC (the "General Partner"), our
general partner, adopted Statement of Financial Accounting Standards (SFAS) No.
160, "Noncontrolling Interests in Consolidated Financial Statements - an
amendment of Accounting Research Bulletin No. 51." Our General Partner has
revised certain historical financial information previously included in Exhibit
99.1 of our Annual Report on Form 10-K for the fiscal year ended December 31,
2008, to reflect the retrospective presentation and disclosure requirements of
this new guidance. Noncontrolling interests in consolidated subsidiaries
(previously referred to as minority interests) are now presented in the
consolidated balance sheet as a separate component of equity.
The following items of our Form 10-K for the fiscal year ended December 31,
2008, have been revised for the items described above, to the extent applicable,
and are filed as exhibits to this Current Report on Form 8-K as indicated below
and are incorporated herein by reference:
• Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP
(filed as Exhibit 23.1 hereto)
• Item 6. Selected Financial Data (filed in Exhibit 99.1 hereto)
• Item 8. Financial Statements and Supplementary Data (filed in Exhibit 99.1
hereto)
• Williams Partners GP LLC Consolidated Balance Sheet as of December 31, 2008
(filed in Exhibit 99.2 hereto)
We have not otherwise updated for activities or events occurring after the
date these items were originally presented.
In addition, the unaudited Williams Partners GP LLC Consolidated Balance
Sheet as of June 30, 2009 is filed in Exhibit 99.2 hereto and is incorporated
herein by reference.
This Current Report on Form 8-K should be read in conjunction with our
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, and
other Current Reports on Form 8-K.
Table of Contents