Item 8.01. Other Events
As disclosed in our Quarterly Report on Form 10-Q for the period ended March 31, 2016, effective January 1, 2016, businesses located in the Marcellus and Utica shale plays within the former Access Midstream segment are now managed, and thus presented, within the Northeast G&P segment. The remaining Access Midstream businesses are now presented as the Central segment. As a result, beginning with the reporting of first quarter 2016, our operations are organized into the following reportable segments: Central, Northeast G&P, Atlantic-Gulf, West, and NGL & Petchem Services.
The following items of our Annual Report on Form 10-K for the year ended December 31, 2015, have been recast for the segment change described above, to the extent applicable, 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 the aforementioned segment change,
as well as the addition of
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, 2016.
FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENT FOR
PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
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. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.
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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The status, expected timing and expected outcome of the proposed ETC Merger;
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Events which may occur subsequent to the proposed ETC Merger including events which directly impact our business;
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Expected levels of cash distributions with respect to general partner interests, incentive distribution rights and 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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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, natural gas liquids, and olefins 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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The timing and likelihood of completion of the proposed ETC Merger, including the satisfaction of conditions to the completion of the proposed ETC Merger;
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Energy Transfer’s plans for us, as well as the other master limited partnerships it currently controls, following the completion of the proposed ETC Merger;
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Disruption from the proposed ETC Merger making it more difficult to maintain business and operational relationships;
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Whether we have sufficient cash from operations to enable us to pay current and expected levels of cash distributions, if any, following the establishment of cash reserves and payment of fees and expenses, including payments to our general partner;
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Availability of supplies, market demand and volatility of prices;
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Inflation, interest rates, fluctuation in foreign exchange rates and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on 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 execute investment opportunities;
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Our ability to acquire new businesses and assets and successfully integrate those operations and assets into our existing businesses as well as successfully expand our facilities;
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Development of alternative energy sources;
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The impact of operational and developmental hazards and unforeseen interruptions;
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Costs of, changes in, or the results of laws, government regulations (including safety and environmental regulations), environmental liabilities, litigation, and rate proceedings;
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Williams’ costs and funding obligations for defined benefit pension plans and other postretirement benefit plans;
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Our allocated 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;
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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 filed with the SEC on February 26, 2016.