Delaware | 1-34831 | 20-2485124 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Williams Center Tulsa, Oklahoma | 74172-0172 |
(Address of principal executive offices) | (Zip Code) |
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)) |
• | Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges |
• | Exhibit 99.1 |
◦ | Item 6. Selected Financial Data |
◦ | Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
◦ | Item 7A. Quantitative and Qualitative Disclosures About Market Risk |
◦ | Item 8. Financial Statements and Supplementary Data |
• | Exhibit 101.INS - XBRL Instance Document |
• | Exhibit 101.SCH - XBRL Taxonomy Extension Schema |
• | Exhibit 101.CAL - XBRL Taxonomy Extension Calculation Linkbase |
• | Exhibit 101.DEF - XBRL Taxonomy Extension Definition Linkbase |
• | Exhibit 101.LAB - XBRL Taxonomy Extension Label Linkbase |
• | Exhibit 101.PRE - XBRL Taxonomy Extension Presentation Linkbase. |
• | The status, expected timing and expected outcome of the proposed ETC Merger; |
• | Events which may occur subsequent to the proposed ETC Merger including events which directly impact our business; |
• | Expected levels of cash distributions with respect to general partner interests, incentive distribution rights and limited partner interests; |
• | Our and our affiliates' future credit ratings; |
• | Amounts and nature of future capital expenditures; |
• | Expansion and growth of our business and operations; |
• | Financial condition and liquidity; |
• | Business strategy; |
• | Cash flow from operations or results of operations; |
• | Seasonality of certain business components; |
• | Natural gas, natural gas liquids, and olefins prices, supply and demand; |
• | Demand for our services. |
• | The timing and likelihood of completion of the proposed ETC Merger, including the satisfaction of conditions to the completion of the proposed ETC Merger; |
• | 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; |
• | Disruption from the proposed ETC Merger making it more difficult to maintain business and operational relationships; |
• | 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; |
• | Availability of supplies, market demand and volatility of prices; |
• | 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); |
• | The strength and financial resources of our competitors and the effects of competition; |
• | Whether we are able to successfully identify, evaluate and execute investment opportunities; |
• | 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; |
• | Development of alternative energy sources; |
• | The impact of operational and developmental hazards and unforeseen interruptions; |
• | Costs of, changes in, or the results of laws, government regulations (including safety and environmental regulations), environmental liabilities, litigation, and rate proceedings; |
• | Williams’ costs and funding obligations for defined benefit pension plans and other postretirement benefit plans; |
• | Our allocated costs for defined benefit pension plans and other postretirement benefit plans sponsored by our affiliates; |
• | Changes in maintenance and construction costs; |
• | Changes in the current geopolitical situation; |
• | Our exposure to the credit risk of our customers and counterparties; |
• | 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; |
• | The amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate; |
• | Risks associated with weather and natural phenomena, including climate conditions; |
• | Acts of terrorism, including cybersecurity threats and related disruptions; |
• | Additional risks described in our filings with the Securities and Exchange Commission (SEC). |
(a) | None |
(b) | None |
(c) | None |
(d) | Exhibits. |
Exhibit No. | Description |
12 | Computation of Ratio of Earnings to Fixed Charges. |
23.1 | Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP. |
23.2 | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. |
99.1 | Selected Financial Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk, and Financial Statements and Supplementary Data of Williams Partners L.P. (Part II, Items 6, 7, 7A and 8 of our Annual Report on Form 10-K for the year ended December 31, 2015). |
101.INS | XBRL Instance Document. |
101.SCH | XBRL Taxonomy Extension Schema. |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase. |
101.DEF | XBRL Taxonomy Extension Definition Linkbase. |
101.LAB | XBRL Extension Label Linkbase. |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase. |
Exhibit No. | Description |
12 | Computation of Ratio of Earnings to Fixed Charges. |
23.1 | Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP. |
23.2 | Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP. |
99.1 | Selected Financial Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk, and Financial Statements and Supplementary Data of Williams Partners L.P. (Part II, Items 6, 7, 7A and 8 of our Annual Report on Form 10-K for the year ended December 31, 2015). |
101.INS | XBRL Instance Document. |
101.SCH | XBRL Taxonomy Extension Schema. |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase. |
101.DEF | XBRL Taxonomy Extension Definition Linkbase. |
101.LAB | XBRL Extension Label Linkbase. |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase. |