Document
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): May 3, 2018
The Williams Companies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 1-4174 | 73-0569878 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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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 filing 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 of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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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 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 2017-07, “Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost” (ASU 2017-07) and 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). ASU 2017-07 requires employers to report the service cost component of net benefit cost in the same line item or items as other compensation costs arising from employee services. The other components of net benefit cost must be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. Only the service cost component is now eligible for capitalization when applicable. The presentation aspect of ASU 2017-07 must be applied retrospectively and the capitalization requirement prospectively. We have presented the elements of net periodic benefit costs in the accompanying Consolidated Statement of Operations in accordance with ASU 2017-07. 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 implementations of ASU 2017-07 and 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. |
The recast items of the Form 10-K described above have been updated for only the aforementioned implementations of ASU 2017-07 and 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 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 The Williams Companies, Inc. (Williams) 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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• | Expected levels of cash distributions by Williams Partners L.P. (WPZ) with respect to limited partner interests; |
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• | Levels of dividends to Williams stockholders; |
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• | Future credit ratings of Williams, WPZ, and their affiliates; |
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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. |
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 WPZ will produce sufficient cash flows to provide expected levels of cash distributions; |
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• | Whether we are able to pay current and expected levels of dividends; |
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• | Whether WPZ elects to pay expected levels of cash distributions and we elect to pay expected levels of dividends; |
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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 Acts 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 and funding obligations for defined benefit pension plans and other postretirement benefit plans; |
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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). |
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 to 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.
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.
Item 9.01. Financial Statements and Exhibits
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Exhibit No. | | Description |
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12 | | |
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23.1 | | |
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23.2 | | |
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23.3 | | |
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99.1 | | |
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101.INS | | XBRL Instance Document. |
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101.SCH | | XBRL Taxonomy Extension Schema. |
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101.CAL | | XBRL Taxonomy Extension Calculation Linkbase. |
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101.DEF | | XBRL Taxonomy Extension Definition Linkbase. |
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101.LAB | | XBRL Taxonomy Extension Label Linkbase. |
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101.PRE | | XBRL Taxonomy Extension Presentation Linkbase. |
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 thereunto duly authorized.
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| | THE WILLIAMS COMPANIES, INC. |
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| By: | /s/ TED T. TIMMERMANS |
| | Ted T. Timmermans |
| | Vice President, Controller and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer) |
May 3, 2018