Item 8.01. Other Events
As disclosed in our Quarterly Report on Form 10-Q for the period ended March 31, 2018, effective January 1, 2018, we adopted Accounting Standards Update 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)” (ASU 2016-15). Among other things, ASU 2016-15 permits an accounting policy election to classify distributions received from equity-method investees using either the cumulative earnings approach or the nature of distribution approach. We have elected to apply the nature of distribution approach and have retrospectively revised the accompanying Consolidated Statement of Cash Flows in accordance with ASU 2016-15.
The following items of our Annual Report on Form 10-K for the year ended December 31, 2017, have been recast to reflect the previously described implementation of ASU 2016-15 and are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference:
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Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges
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Item 6. Selected Financial Data
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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Item 8. Financial Statements and Supplementary Data
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Exhibit 101.INS - XBRL Instance Document
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Exhibit 101.SCH - XBRL Taxonomy Extension Schema
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Exhibit 101.CAL - XBRL Taxonomy Extension Calculation Linkbase
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Exhibit 101.DEF - XBRL Taxonomy Extension Definition Linkbase
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Exhibit 101.LAB - XBRL Taxonomy Extension Label Linkbase
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Exhibit 101.PRE - XBRL Taxonomy Extension Presentation Linkbase.
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The recast items of the Form 10-K described above have been updated for only the aforementioned implementation of ASU 2016-15,
as well as certain other events disclosed in
Note 19 – Subsequent Events
within Item 8 of Exhibit 99.1. We have not otherwise updated for activities or events occurring after the date these items were originally presented. This Current Report should be read in conjunction with our Quarterly Report on Form 10-Q for the period ended March 31, 2018.
FORWARD-LOOKING STATEMENTS
The reports, filings, and other public announcements of Williams Partners L.P. (WPZ) may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, and other matters.
All statements, other than statements of historical facts, included in this report that address activities, events, or developments that we expect, believe, or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in-service date,” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:
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Levels of cash distributions with respect to limited partner interests;
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Our and our affiliates’ future credit ratings;
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Amounts and nature of future capital expenditures;
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Expansion and growth of our business and operations;
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Expected in-service dates for capital projects;
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Financial condition and liquidity;
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Cash flow from operations or results of operations;
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Seasonality of certain business components;
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Natural gas and natural gas liquids prices, supply, and demand;
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Demand for our services.
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Forward-looking statements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:
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Whether we will produce sufficient cash flows to provide expected levels of cash distributions;
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Whether we elect to pay expected levels of cash distributions;
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Whether we will be able to effectively execute our financing plan;
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Availability of supplies, including lower than anticipated volumes from third parties served by our midstream business, and market demand;
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Volatility of pricing including the effect of lower than anticipated energy commodity prices and margins;
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Inflation, interest rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on our customers and suppliers);
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The strength and financial resources of our competitors and the effects of competition;
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Whether we are able to successfully identify, evaluate, and timely execute our capital projects and other investment opportunities in accordance with our forecasted capital expenditures budget;
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Our ability to successfully expand our facilities and operations;
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Development and rate of adoption of alternative energy sources;
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The impact of operational and developmental hazards and unforeseen interruptions, and the availability of adequate insurance coverage;
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The impact of existing and future laws (including, but not limited to, the Tax Cuts and Jobs Act of 2017), regulations, (including, but not limited to, the FERC's "
Revised Policy Statement on Treatment of Income Taxes
" in Docket No. PL17-1-000), the regulatory environment, environmental liabilities, and litigation, as well as our ability to obtain necessary permits and approvals and achieve favorable rate proceeding outcomes;
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Our costs for defined benefit pension plans and other postretirement benefit plans sponsored by our affiliates;
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Changes in maintenance and construction costs;
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Changes in the current geopolitical situation;
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Our exposure to the credit risk of our customers and counterparties;
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Risks related to financing, including restrictions stemming from debt agreements, future changes in credit ratings as determined by nationally recognized credit rating agencies, and the availability and cost of capital;
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The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;
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Risks associated with weather and natural phenomena, including climate conditions and physical damage to our facilities;
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Acts of terrorism, including cybersecurity threats, and related disruptions;
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Additional risks described in our filings with the Securities and Exchange Commission (SEC).
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Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update the above list or announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.
In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.
Limited partner units are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. You should carefully consider the risk factors referenced below in addition to the other information in this report. If any of the following risks were actually to occur, our business, results of operations, and financial condition could be materially adversely affected. In that case, we might not be able to pay distributions on our common units, the trading price of our common units could decline, and unitholders could lose all or part of their investment.
Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. For a detailed discussion of those factors, see Part I, Item 1A. Risk Factors in our Annual Report on Form 10‑K for the year ended December 31, 2017, as filed with the SEC on February 22, 2018, and in Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q, as filed with the SEC on May 3, 2018.
