Current Report Filing (8-k)
06 January 2018 - 8:41AM
Edgar (US Regulatory)
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):
January 5, 2018
United
Bankshares, Inc.
(Exact name of registrant as specified in its charter)
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West Virginia
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No. 0-13322
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55-0641179
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
(Address of Principal Executive Offices)
(304)
424-8800
(Registrants telephone number, including area code)
Not Applicable
(Former
name or 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2
of the Securities Exchange Act of 1934.
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. ☐
On December 22, 2017, President Donald Trump signed into law H.R.1, formerly known as
the Tax Cuts and Jobs Act of 2017 (the Act). The Act makes significant changes to U.S. corporate income tax laws including a decrease in the corporate income tax rate to 21% effective January 1, 2018. As a result, United Bankshares,
Inc. (United or the Company) has concluded that this will cause the Companys deferred tax assets and liabilities to be revalued. Based on a review and analysis of the Companys net deferred tax assets as of
September 30, 2017, it is expected that Uniteds net deferred tax assets will be reduced by approximately $38 to $42 million for the fourth quarter of 2017 based upon preliminary estimates.
Uniteds actual reduction in its net deferred tax assets may vary materially from the estimated range due to a number of uncertainties and factors,
including the completion of Uniteds consolidated financial statements as of and for the year ending December 31, 2017. The Companys revaluation of its net deferred tax assets is also subject to further clarification of the impact of
the new law that cannot be reasonably estimated at this time.
United plans to release its fourth quarter and year of 2017 financial results before the
market opens on Tuesday, January 30, 2018.
Forward-Looking Statements
This Current Report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements regarding the Companys expectations regarding certain effects of the new tax law, including a revaluation of the Companys deferred tax assets and liabilities. Forward-looking statements can be
identified by the use of the words anticipate, believe, expect, intend, could and should, and other words of similar meaning. These forward-looking statements express
managements current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties and there are a number of factors that could cause actual results to differ materially from those in such statements.
Factors that might cause such a difference include, but are not limited to: interpretations and clarifications regarding the new tax law; actual changes in the value of the Companys deferred tax assets and liabilities during the fourth quarter
of 2017; and other factors identified in the Companys Annual Report on Form
10-K
and other periodic filings with the SEC. These forward-looking statements are made only as of the date of this Current
Report, and the Company does not undertake an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this document.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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UNITED BANKSHARES, INC.
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Date: January 5, 2018
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By:
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/s/ W. Mark Tatterson
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W. Mark Tatterson, Executive Vice
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President and Chief Financial Officer
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