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[ X ]
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2013
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________ to __________
|
Missouri
(State of Incorporation)
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43-0368139
(I.R.S. Employer Identification number)
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720 Olive Street
St. Louis, MO 63101
(Address and zip code of principal executive offices)
314-342-0500
(Registrant’s telephone number, including area code)
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Large accelerated filer
|
[ ]
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Accelerated filer
|
[ ]
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Non-accelerated filer
|
[ X ]
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Smaller reporting company
|
[ ]
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TABLE OF CONTENTS
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Page No.
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PART I. FINANCIAL INFORMATION
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
(Thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Operating Revenues:
|
|
|
|
|
|
|
|
|
|
|
|||||
Utility
|
$
|
363,912
|
|
|
$
|
298,623
|
|
|
$
|
614,703
|
|
|
$
|
549,525
|
|
Other
|
233
|
|
|
274
|
|
|
1,376
|
|
|
1,355
|
|
||||
Total Operating Revenues
|
364,145
|
|
|
298,897
|
|
|
616,079
|
|
|
550,880
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Utility
|
|
|
|
|
|
|
|
||||||||
Natural and propane gas
|
238,148
|
|
|
180,221
|
|
|
382,482
|
|
|
326,972
|
|
||||
Other operation expenses
|
35,269
|
|
|
38,043
|
|
|
69,191
|
|
|
75,608
|
|
||||
Maintenance
|
5,924
|
|
|
5,761
|
|
|
11,655
|
|
|
11,069
|
|
||||
Depreciation and amortization
|
11,258
|
|
|
10,175
|
|
|
22,223
|
|
|
20,264
|
|
||||
Taxes, other than income taxes
|
21,751
|
|
|
20,093
|
|
|
36,557
|
|
|
34,760
|
|
||||
Total Utility Operating Expenses
|
312,350
|
|
|
254,293
|
|
|
522,108
|
|
|
468,673
|
|
||||
Other
|
1,104
|
|
|
51
|
|
|
1,228
|
|
|
132
|
|
||||
Total Operating Expenses
|
313,454
|
|
|
254,344
|
|
|
523,336
|
|
|
468,805
|
|
||||
Operating Income
|
50,691
|
|
|
44,553
|
|
|
92,743
|
|
|
82,075
|
|
||||
Other Income and (Income Deductions) – Net
|
988
|
|
|
1,378
|
|
|
2,076
|
|
|
3,317
|
|
||||
Interest Charges:
|
|
|
|
|
|
|
|
||||||||
Interest on long-term debt
|
5,483
|
|
|
5,740
|
|
|
10,884
|
|
|
11,479
|
|
||||
Other interest charges
|
515
|
|
|
596
|
|
|
1,039
|
|
|
1,215
|
|
||||
Total Interest Charges
|
5,998
|
|
|
6,336
|
|
|
11,923
|
|
|
12,694
|
|
||||
Income Before Income Taxes
|
45,681
|
|
|
39,595
|
|
|
82,896
|
|
|
72,698
|
|
||||
Income Tax Expense
|
15,906
|
|
|
13,670
|
|
|
27,379
|
|
|
25,076
|
|
||||
Net Income
|
$
|
29,775
|
|
|
$
|
25,925
|
|
|
$
|
55,517
|
|
|
$
|
47,622
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
(Thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net Income
|
$
|
29,775
|
|
|
$
|
25,925
|
|
|
$
|
55,517
|
|
|
$
|
47,622
|
|
Other Comprehensive Income (Loss), Before Tax:
|
|
|
|
|
|
|
|
||||||||
Net gains (losses) on cash flow hedging derivative instruments:
|
|
|
|
|
|
|
|
||||||||
Net hedging gain arising during the period
|
147
|
|
|
83
|
|
|
203
|
|
|
133
|
|
||||
Reclassification adjustment for (gains) losses included in net income
|
(38
|
)
|
|
11
|
|
|
(85
|
)
|
|
(3
|
)
|
||||
Net unrealized gains on cash flow hedging derivative instruments
|
109
|
|
|
94
|
|
|
118
|
|
|
130
|
|
||||
Defined benefit pension and other postretirement plans:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss arising during the period
|
—
|
|
|
(2,366
|
)
|
|
—
|
|
|
(2,366
|
)
|
||||
Amortization of actuarial loss included in net periodic
|
|
|
|
|
|
|
|
||||||||
pension and postretirement benefit cost
|
90
|
|
|
3,482
|
|
|
181
|
|
|
3,573
|
|
||||
Net defined benefit pension and other postretirement plans
|
90
|
|
|
1,116
|
|
|
181
|
|
|
1,207
|
|
||||
Other Comprehensive Income, Before Tax
|
199
|
|
|
1,210
|
|
|
299
|
|
|
1,337
|
|
||||
Income Tax Expense Related to Items of Other
|
|
|
|
|
|
|
|
||||||||
Comprehensive Income
|
76
|
|
|
467
|
|
|
124
|
|
|
516
|
|
||||
Other Comprehensive Income, Net of Tax
|
123
|
|
|
743
|
|
|
175
|
|
|
821
|
|
||||
Comprehensive Income
|
$
|
29,898
|
|
|
$
|
26,668
|
|
|
$
|
55,692
|
|
|
$
|
48,443
|
|
|
|
|
|
|
|
|
|
Mar. 31,
|
|
Sept. 30,
|
|
Mar. 31,
|
||||||
(Thousands)
|
2013
|
|
2012
|
|
2012
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Utility Plant
|
$
|
1,538,890
|
|
|
$
|
1,497,419
|
|
|
$
|
1,425,922
|
|
Less: Accumulated depreciation and amortization
|
478,971
|
|
|
478,120
|
|
|
468,209
|
|
|||
Net Utility Plant
|
1,059,919
|
|
|
1,019,299
|
|
|
957,713
|
|
|||
Other Property and Investments
|
48,134
|
|
|
46,358
|
|
|
51,021
|
|
|||
Current Assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
45,199
|
|
|
2,402
|
|
|
1,448
|
|
|||
Accounts receivable:
|
|
|
|
|
|
||||||
Utility
|
148,624
|
|
|
64,027
|
|
|
100,015
|
|
|||
Non-utility
|
628
|
|
|
1,244
|
|
|
1,961
|
|
|||
Associated companies
|
3,917
|
|
|
4,315
|
|
|
335
|
|
|||
Other
|
7,470
|
|
|
17,288
|
|
|
16,630
|
|
|||
Allowance for doubtful accounts
|
(8,729
|
)
|
|
(7,601
|
)
|
|
(8,655
|
)
|
|||
Delayed customer billings
|
19,663
|
|
|
—
|
|
|
13,464
|
|
|||
Inventories:
|
|
|
|
|
|
||||||
Natural gas stored underground at LIFO cost
|
29,899
|
|
|
89,852
|
|
|
55,461
|
|
|||
Propane gas at FIFO cost
|
8,962
|
|
|
8,963
|
|
|
8,964
|
|
|||
Materials and supplies at average cost
|
4,259
|
|
|
3,418
|
|
|
3,976
|
|
|||
Derivative instrument assets
|
3,305
|
|
|
—
|
|
|
—
|
|
|||
Unamortized purchased gas adjustments
|
11,039
|
|
|
40,674
|
|
|
11,241
|
|
|||
Deferred income taxes
|
2,309
|
|
|
—
|
|
|
—
|
|
|||
Prepayments and other
|
6,982
|
|
|
9,011
|
|
|
6,579
|
|
|||
Total Current Assets
|
283,527
|
|
|
233,593
|
|
|
211,419
|
|
|||
Deferred Charges:
|
|
|
|
|
|
||||||
Regulatory assets
|
424,707
|
|
|
456,047
|
|
|
457,749
|
|
|||
Other
|
5,832
|
|
|
4,855
|
|
|
5,320
|
|
|||
Total Deferred Charges
|
430,539
|
|
|
460,902
|
|
|
463,069
|
|
|||
Total Assets
|
$
|
1,822,119
|
|
|
$
|
1,760,152
|
|
|
$
|
1,683,222
|
|
|
Mar. 31,
|
|
Sept. 30,
|
|
Mar. 31,
|
||||||
(Thousands)
|
2013
|
|
2012
|
|
2012
|
||||||
CAPITALIZATION AND LIABILITIES
|
|
|
|
|
|
||||||
Capitalization:
|
|
|
|
|
|
||||||
Common stock and Paid-in capital (12,847, 12,804, and
11,746 shares issued, respectively)
|
$
|
260,618
|
|
|
$
|
257,415
|
|
|
$
|
214,661
|
|
Retained earnings
|
272,341
|
|
|
236,014
|
|
|
252,430
|
|
|||
Accumulated other comprehensive loss
|
(1,926
|
)
|
|
(2,101
|
)
|
|
(1,652
|
)
|
|||
Total Common Stock Equity
|
531,033
|
|
|
491,328
|
|
|
465,439
|
|
|||
Long-term debt (less current portion)
|
439,434
|
|
|
339,416
|
|
|
339,386
|
|
|||
Total Capitalization
|
970,467
|
|
|
830,744
|
|
|
804,825
|
|
|||
Current Liabilities:
|
|
|
|
|
|
||||||
Notes payable
|
—
|
|
|
40,100
|
|
|
—
|
|
|||
Notes payable – associated companies
|
—
|
|
|
37,125
|
|
|
107,540
|
|
|||
Accounts payable
|
52,015
|
|
|
38,391
|
|
|
39,939
|
|
|||
Accounts payable – associated companies
|
5,754
|
|
|
2,576
|
|
|
2,672
|
|
|||
Advance customer billings
|
—
|
|
|
25,146
|
|
|
—
|
|
|||
Current portion of long-term debt
|
—
|
|
|
25,000
|
|
|
25,000
|
|
|||
Wages and compensation accrued
|
16,175
|
|
|
13,908
|
|
|
13,873
|
|
|||
Dividends payable
|
9,631
|
|
|
9,354
|
|
|
9,328
|
|
|||
Customer deposits
|
7,706
|
|
|
8,565
|
|
|
9,459
|
|
|||
Interest accrued
|
5,948
|
|
|
8,590
|
|
|
8,789
|
|
|||
Taxes accrued
|
46,419
|
|
|
13,822
|
|
|
28,859
|
|
|||
Deferred income taxes
|
—
|
|
|
10,146
|
|
|
4,848
|
|
|||
Other
|
5,987
|
|
|
10,068
|
|
|
12,505
|
|
|||
Total Current Liabilities
|
149,635
|
|
|
242,791
|
|
|
262,812
|
|
|||
Deferred Credits and Other Liabilities:
|
|
|
|
|
|
||||||
Deferred income taxes
|
348,170
|
|
|
355,458
|
|
|
335,138
|
|
|||
Unamortized investment tax credits
|
3,006
|
|
|
3,113
|
|
|
3,219
|
|
|||
Pension and postretirement benefit costs
|
191,778
|
|
|
196,558
|
|
|
163,940
|
|
|||
Asset retirement obligations
|
41,266
|
|
|
40,126
|
|
|
28,304
|
|
|||
Regulatory liabilities
|
83,026
|
|
|
56,319
|
|
|
53,267
|
|
|||
Other
|
34,771
|
|
|
35,043
|
|
|
31,717
|
|
|||
Total Deferred Credits and Other Liabilities
|
702,017
|
|
|
686,617
|
|
|
615,585
|
|
|||
Commitments and Contingencies (
Note 8
)
|
|
|
|
|
|
|
|||||
Total Capitalization and Liabilities
|
$
|
1,822,119
|
|
|
$
|
1,760,152
|
|
|
$
|
1,683,222
|
|
|
|
|
|
|
|
Six Months Ended March 31,
|
||||||
(Thousands)
|
2013
|
|
2012
|
||||
Operating Activities:
|
|
|
|
||||
Net Income
|
$
|
55,517
|
|
|
$
|
47,622
|
|
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
|
|
|
|
||||
Depreciation and amortization
|
22,234
|
|
|
20,287
|
|
||
Deferred income taxes and investment tax credits
|
(10,687
|
)
|
|
5,808
|
|
||
Other – net
|
80
|
|
|
(1,480
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable – net
|
(72,638
|
)
|
|
(40,457
|
)
|
||
Unamortized purchased gas adjustments
|
29,635
|
|
|
14,478
|
|
||
Deferred purchased gas costs
|
43,827
|
|
|
(30,160
|
)
|
||
Accounts payable
|
21,454
|
|
|
(7,784
|
)
|
||
Delayed customer billings - net
|
(44,809
|
)
|
|
(28,694
|
)
|
||
Taxes accrued
|
32,358
|
|
|
18,323
|
|
||
Natural gas stored underground
|
59,953
|
|
|
59,709
|
|
||
Other assets and liabilities
|
(9,949
|
)
|
|
(7,153
|
)
|
||
Net cash provided by operating activities
|
126,975
|
|
|
50,499
|
|
||
Investing Activities:
|
|
|
|
||||
Capital expenditures
|
(62,615
|
)
|
|
(40,517
|
)
|
||
Other investments
|
(943
|
)
|
|
(1,294
|
)
|
||
Net cash used in investing activities
|
(63,558
|
)
|
|
(41,811
|
)
|
||
Financing Activities:
|
|
|
|
||||
Issuance of first mortgage bonds
|
100,000
|
|
|
—
|
|
||
Maturity of first mortgage bonds
|
(25,000
|
)
|
|
—
|
|
||
Repayment of short-term debt — net
|
(40,100
|
)
|
|
(46,000
|
)
|
||
Borrowings from Laclede Group
|
80,245
|
|
|
170,468
|
|
||
Repayment of borrowings from Laclede Group
|
(117,370
|
)
|
|
(115,808
|
)
|
||
Changes in book overdrafts
|
(1,262
|
)
|
|
357
|
|
||
Dividends paid
|
(18,917
|
)
|
|
(18,409
|
)
|
||
Issuance of common stock to Laclede Group
|
1,687
|
|
|
1,093
|
|
||
Excess tax benefits from stock-based compensation
|
550
|
|
|
163
|
|
||
Other
|
(453
|
)
|
|
(27
|
)
|
||
Net cash used in financing activities
|
(20,620
|
)
|
|
(8,163
|
)
|
||
Net Increase in Cash and Cash Equivalents
|
42,797
|
|
|
525
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
2,402
|
|
|
923
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
45,199
|
|
|
$
|
1,448
|
|
Supplemental Disclosure of Cash Paid (Refunded) During the Period for:
|
|
|
|
||||
Interest
|
$
|
14,404
|
|
|
$
|
12,621
|
|
Income taxes
|
471
|
|
|
(3,759
|
)
|
||
|
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
(Thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Total equity compensation cost
|
$
|
974
|
|
|
$
|
582
|
|
|
$
|
1,506
|
|
|
$
|
1,149
|
|
Compensation cost capitalized
|
(356
|
)
|
|
(221
|
)
|
|
(539
|
)
|
|
(359
|
)
|
||||
Compensation cost recognized in net income
|
618
|
|
|
361
|
|
|
967
|
|
|
790
|
|
||||
Income tax benefit recognized in net income
|
(235
|
)
|
|
(140
|
)
|
|
(370
|
)
|
|
(305
|
)
|
||||
Compensation cost recognized in net income,
|
|
|
|
|
|
|
|
||||||||
net of income tax
|
$
|
383
|
|
|
$
|
221
|
|
|
$
|
597
|
|
|
$
|
485
|
|
2.
|
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
|
|
Three Months Ended
March 31,
|
|
Six Months Ended
March 31,
|
||||||||||||
(Thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Service cost – benefits earned during the period
|
$
|
2,311
|
|
|
$
|
2,301
|
|
|
$
|
4,622
|
|
|
$
|
4,613
|
|
Interest cost on projected benefit obligation
|
4,066
|
|
|
4,840
|
|
|
8,132
|
|
|
9,711
|
|
||||
Expected return on plan assets
|
(4,741
|
)
|
|
(4,899
|
)
|
|
(9,482
|
)
|
|
(9,798
|
)
|
||||
Amortization of prior service cost
|
136
|
|
|
148
|
|
|
272
|
|
|
296
|
|
||||
Amortization of actuarial loss
|
2,839
|
|
|
2,259
|
|
|
5,678
|
|
|
4,536
|
|
||||
Loss on lump-sum settlement
|
—
|
|
|
3,407
|
|
|
—
|
|
|
3,407
|
|
||||
Sub-total
|
4,611
|
|
|
8,056
|
|
|
9,222
|
|
|
12,765
|
|
||||
Regulatory adjustment
|
(433
|
)
|
|
(484
|
)
|
|
(867
|
)
|
|
(967
|
)
|
||||
Net pension cost
|
$
|
4,178
|
|
|
$
|
7,572
|
|
|
$
|
8,355
|
|
|
$
|
11,798
|
|
|
Three Months Ended
March 31,
|
|
Six Months Ended
March 31,
|
||||||||||||
(Thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Service cost-benefits earned during the period
|
$
|
2,534
|
|
|
$
|
2,015
|
|
|
$
|
5,067
|
|
|
$
|
4,030
|
|
Interest cost on accumulated
postretirement benefit obligation
|
1,279
|
|
|
1,380
|
|
|
2,558
|
|
|
2,760
|
|
||||
Expected return on plan assets
|
(1,081
|
)
|
|
(991
|
)
|
|
(2,162
|
)
|
|
(1,982
|
)
|
||||
Amortization of transition obligation
|
23
|
|
|
34
|
|
|
46
|
|
|
68
|
|
||||
Amortization of prior service cost (credit)
|
1
|
|
|
(518
|
)
|
|
2
|
|
|
(1,036
|
)
|
||||
Amortization of actuarial loss
|
1,325
|
|
|
1,065
|
|
|
2,650
|
|
|
2,130
|
|
||||
Sub-total
|
4,081
|
|
|
2,985
|
|
|
8,161
|
|
|
5,970
|
|
||||
Regulatory adjustment
|
(1,699
|
)
|
|
(604
|
)
|
|
(3,398
|
)
|
|
(1,208
|
)
|
||||
Net postretirement benefit cost
|
$
|
2,382
|
|
|
$
|
2,381
|
|
|
$
|
4,763
|
|
|
$
|
4,762
|
|
3.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
|
|
|
|
|
Classification of Estimated Fair Value
|
||||||||||||||
(Thousands)
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted
Prices in Active Markets
(Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||||
As of March 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
45,199
|
|
|
$
|
45,199
|
|
|
$
|
45,175
|
|
|
$
|
24
|
|
|
$
|
—
|
|
Short-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
439,434
|
|
|
514,129
|
|
|
—
|
|
|
514,129
|
|
|
—
|
|
|||||
As of September 30, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
2,402
|
|
|
$
|
2,402
|
|
|
$
|
2,378
|
|
|
$
|
24
|
|
|
$
|
—
|
|
Short-term debt
|
77,225
|
|
|
77,225
|
|
|
—
|
|
|
77,225
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
364,416
|
|
|
452,768
|
|
|
—
|
|
|
452,768
|
|
|
—
|
|
|||||
As of March 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1,448
|
|
|
$
|
1,448
|
|
|
$
|
1,432
|
|
|
$
|
16
|
|
|
$
|
—
|
|
Short-term debt
|
107,540
|
|
|
107,540
|
|
|
—
|
|
|
107,540
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
364,386
|
|
|
432,098
|
|
|
—
|
|
|
432,098
|
|
|
—
|
|
4.
|
FAIR VALUE MEASUREMENTS
|
(Thousands)
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Effects of Netting and Cash Margin Receivables
/Payables
|
|
Total
|
||||||||||
As of March 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U. S. Stock/Bond Mutual Funds
|
$
|
13,922
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,922
|
|
NYMEX natural gas contracts
|
10,862
|
|
|
—
|
|
|
—
|
|
|
(7,687
|
)
|
|
3,175
|
|
|||||
NYMEX gasoline and heating
oil contracts
|
322
|
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|
130
|
|
|||||
Total
|
$
|
25,106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,879
|
)
|
|
$
|
17,227
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX natural gas contracts
|
$
|
339
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(339
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of September 30, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U. S. Stock/Bond Mutual Funds
|
$
|
13,187
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,187
|
|
NYMEX natural gas contracts
|
7,338
|
|
|
—
|
|
|
—
|
|
|
(7,338
|
)
|
|
—
|
|
|||||
NYMEX gasoline and heating
oil contracts
|
344
|
|
|
—
|
|
|
—
|
|
|
(344
|
)
|
|
—
|
|
|||||
Total
|
$
|
20,869
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,682
|
)
|
|
$
|
13,187
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX natural gas contracts
|
$
|
9,563
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9,563
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of March 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
U. S. Stock/Bond Mutual Funds
|
$
|
17,907
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,907
|
|
NYMEX natural gas contracts
|
709
|
|
|
—
|
|
|
—
|
|
|
(709
|
)
|
|
—
|
|
|||||
NYMEX gasoline and heating
oil contracts
|
81
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|||||
Total
|
$
|
18,697
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(790
|
)
|
|
$
|
17,907
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX natural gas contracts
|
$
|
36,437
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(36,437
|
)
|
|
$
|
—
|
|
5.
|
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|
|
MMBtu
(millions)
|
|
Avg. Price
Per
MMBtu
|
|||
Open long futures positions
|
|
|
|
|||
Fiscal 2013
|
7.58
|
|
|
$
|
3.40
|
|
Fiscal 2014
|
4.87
|
|
|
3.97
|
|
*
|
Gains and losses on Laclede Gas’ natural gas derivative instruments, which are not designated as hedging instruments for financial reporting purposes, are deferred pursuant to the Utility’s PGA Clause and initially recorded as regulatory assets or regulatory liabilities. These gains and losses are excluded from the table above because they have no direct impact on the Statements of Income. Such amounts are recognized in the Statements of Income as a component of Utility Natural and Propane Gas operating expenses when they are recovered through the PGA Clause and reflected in customer billings.
|
(Thousands)
|
Mar. 31,
2013
|
|
|
Sept. 30,
2012
|
|
|
Mar. 31,
2012
|
|
|||
|
|
|
|
|
|
||||||
Fair value of asset derivatives presented above
|
$
|
11,184
|
|
|
$
|
7,682
|
|
|
$
|
790
|
|
Fair value of cash margin receivables offset with derivatives
|
—
|
|
|
1,964
|
|
|
35,647
|
|
|||
Netting of assets and liabilities with the same counterparty
|
(7,879
|
)
|
|
(9,646
|
)
|
|
(36,437
|
)
|
|||
Derivative instrument assets, per Balance Sheets
|
$
|
3,305
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Fair value of liability derivatives presented above
|
$
|
339
|
|
|
$
|
9,563
|
|
|
$
|
36,437
|
|
Fair value of cash margin payables offset with derivatives
|
7,540
|
|
|
83
|
|
|
—
|
|
|||
Netting of assets and liabilities with the same counterparty
|
(7,879
|
)
|
|
(9,646
|
)
|
|
(36,437
|
)
|
|||
Derivative instrument liabilities, per Balance Sheets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
6.
|
OTHER INCOME AND (INCOME DEDUCTIONS) – NET
|
|
Three Months Ended
March 31,
|
|
Six Months Ended
March 31,
|
||||||||||||
(Thousands)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Interest income
|
$
|
240
|
|
|
$
|
304
|
|
|
$
|
631
|
|
|
$
|
641
|
|
Net investment gain
|
832
|
|
|
1,173
|
|
|
771
|
|
|
2,214
|
|
||||
Other income
|
5
|
|
|
11
|
|
|
73
|
|
|
11
|
|
||||
Other income deductions
|
(89
|
)
|
|
(110
|
)
|
|
601
|
|
|
451
|
|
||||
Other Income and (Income Deductions) – Net
|
$
|
988
|
|
|
$
|
1,378
|
|
|
$
|
2,076
|
|
|
$
|
3,317
|
|
7.
|
INFORMATION BY OPERATING SEGMENT
|
(Thousands)
|
Gas Utility
|
|
Other
|
|
Adjustments & Eliminations
|
|
Total
|
||||||||
Three Months Ended
|
|
|
|
|
|
|
|
||||||||
March 31, 2013
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
363,912
|
|
|
$
|
233
|
|
|
$
|
—
|
|
|
$
|
364,145
|
|
Net Economic Earnings
|
30,197
|
|
|
207
|
|
|
—
|
|
|
30,404
|
|
||||
Total assets
|
1,821,372
|
|
|
747
|
|
|
—
|
|
|
1,822,119
|
|
||||
Six Months Ended
|
|
|
|
|
|
|
|
||||||||
March 31, 2013
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
614,703
|
|
|
$
|
1,376
|
|
|
$
|
—
|
|
|
$
|
616,079
|
|
Net Economic Earnings
|
55,538
|
|
|
667
|
|
|
—
|
|
|
56,205
|
|
||||
Total assets
|
1,821,372
|
|
|
747
|
|
|
—
|
|
|
1,822,119
|
|
||||
Three Months Ended
|
|
|
|
|
|
|
|
||||||||
March 31, 2012
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
298,623
|
|
|
$
|
274
|
|
|
$
|
—
|
|
|
$
|
298,897
|
|
Net Economic Earnings
|
25,772
|
|
|
136
|
|
|
—
|
|
|
25,908
|
|
||||
Total assets
|
1,680,948
|
|
|
2,274
|
|
|
—
|
|
|
1,683,222
|
|
||||
Six Months Ended
|
|
|
|
|
|
|
|
||||||||
March 31, 2012
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
549,525
|
|
|
$
|
1,355
|
|
|
$
|
—
|
|
|
$
|
550,880
|
|
Net Economic Earnings
|
46,851
|
|
|
751
|
|
|
—
|
|
|
47,602
|
|
||||
Total assets
|
1,680,948
|
|
|
2,274
|
|
|
—
|
|
|
1,683,222
|
|
8.
|
COMMITMENTS AND CONTINGENCIES
|
9.
|
ACQUISITION AGREEMENT
|
•
|
weather conditions and catastrophic events, particularly severe weather in the natural gas producing areas of the country;
|
•
|
volatility in gas prices, particularly sudden and sustained changes in natural gas prices, including the related impact on margin deposits associated with the use of natural gas derivative instruments;
|
•
|
the impact of changes and volatility in natural gas prices on our competitive position in relation to suppliers of alternative heating sources, such as electricity;
|
•
|
changes in gas supply and pipeline availability, including decisions by natural gas producers to reduce production or shut in producing natural gas wells as well as other changes that impact supply for and access to our service area;
|
•
|
legislative, regulatory and judicial mandates and decisions, some of which may be retroactive, including those affecting
|
•
|
allowed rates of return
|
•
|
incentive regulation
|
•
|
industry structure
|
•
|
purchased gas adjustment provisions
|
•
|
rate design structure and implementation
|
•
|
regulatory assets
|
•
|
non-regulated and affiliate transactions
|
•
|
franchise renewals
|
•
|
environmental or safety matters, including the potential impact of legislative and regulatory actions related to climate change and pipeline safety
|
•
|
taxes
|
•
|
pension and other postretirement benefit liabilities and funding obligations
|
•
|
accounting standards, including the effect of potential changes relative to adoption of or convergence with international accounting standards;
|
•
|
the results of litigation;
|
•
|
retention of, ability to attract, ability to collect from, and conservation efforts of, customers;
|
•
|
capital and energy commodity market conditions, including the ability to obtain funds with reasonable terms for necessary capital expenditures and general operations and the terms and conditions imposed for obtaining sufficient gas supply;
|
•
|
discovery of material weakness in internal controls; and
|
•
|
employee workforce issues.
|
•
|
The transaction will allow Laclede Gas to be able to support growth initiatives in new markets with new customers. In addition, the Utility expects to have better access to the capital markets.
|
•
|
Laclede Gas will serve Missouri's two largest metropolitan areas in a state where it already has a working relationship with regulators.
|
•
|
The transaction is expected to be neutral to Laclede Gas' earnings in the first full year following closing and accretive thereafter. The transaction is expected to be immediately accretive to cash flow.
|
•
|
the Utility’s ability to recover the costs of purchasing and distributing natural gas from its customers;
|
•
|
the impact of weather and other factors, such as customer conservation, on revenues and expenses;
|
•
|
changes in the regulatory environment at the federal, state, and local levels, as well as decisions by regulators, that impact the Utility’s ability to earn its authorized rate of return;
|
•
|
the Utility’s ability to access credit markets and maintain working capital sufficient to meet operating requirements; and,
|
•
|
the effect of natural gas price volatility on the business.
|
•
|
increased sales margins reflecting colder weather this year totaling $4.4 million;
|
•
|
decreases in employee benefit expenses totaling $2.8 million; and
|
•
|
higher Infrastructure System Replacement Surcharge (ISRS) revenues totaling $1.1 million.
|
•
|
higher depreciation and amortization expenses totaling $1.1 million; and
|
•
|
acquisition costs, totaling $1.0 million, associated with Utility's pending transaction to acquire MGE.
|
(Millions)
|
|
||
Higher system sales volumes and other variations
|
$
|
60.2
|
|
Higher prices charged for off-system sales
|
13.7
|
|
|
Lower wholesale gas costs passed on to Utility customers (subject to prudence review by the MoPSC)
|
(9.4
|
)
|
|
Higher ISRS revenues
|
1.1
|
|
|
Lower off-system sales volumes (reflecting less favorable market conditions as described in greater
detail in the
Results of Operations - Overview
)
|
(0.3
|
)
|
|
Total Variation
|
$
|
65.3
|
|
•
|
increased sales margins reflecting colder weather this year totaling $5.4 million;
|
•
|
decreases in employee benefit expenses totaling $3.0 million;
|
•
|
a lower provision for uncollectible accounts totaling $2.9 million; and
|
•
|
higher ISRS revenues totaling $2.4 million.
|
•
|
higher depreciation and amortization expenses totaling $2.0 million; and
|
•
|
acquisition costs, totaling $1.0 million, associated with Utility's pending transaction to acquire MGE.
|
(Millions)
|
|
||
Higher system sales volumes and other variations
|
$
|
74.3
|
|
Lower wholesale gas costs passed on to Utility customers (subject to prudence review by the MoPSC)
|
(21.0
|
)
|
|
Higher prices charged for off-system sales
|
14.5
|
|
|
Lower off-system sales volumes (reflecting less favorable market conditions as described in greater
detail in the
Results of Operations - Overview
)
|
(5.0
|
)
|
|
Higher ISRS revenues
|
2.4
|
|
|
Total Variation
|
$
|
65.2
|
|
•
|
Accounts receivable and allowance for doubtful accounts
|
•
|
Employee benefits and postretirement obligations
|
•
|
Regulated operations
|
|
Commercial Paper Borrowings
|
|
Borrowings from Laclede Group
|
|
Total
Short-Term Borrowings
|
Six Months Ended March 31, 2013
|
|
|
|
|
|
Weighted average borrowings outstanding
|
$61.0 million
|
|
$47.2 million
|
|
$108.2 million
|
Weighted average interest rate
|
0.3%
|
|
0.3%
|
|
0.3%
|
Range of borrowings outstanding
|
$0.0 – $99.4
million
|
|
$0.0 - $74.6
million
|
|
$0.0 - $174.0
million
|
As of March 31, 2013
|
|
|
|
|
|
Borrowings outstanding at end of period
|
none
|
|
none
|
|
none
|
Weighted average interest rate
|
N/A
|
|
N/A
|
|
N/A
|
|
|
Payments due by period
|
|||||||||||||||||
Contractual Obligations
|
Total
|
|
Remaining Fiscal Year
2013
|
|
Fiscal Years
2014-2015
|
|
Fiscal Years
2016-2017
|
|
Fiscal Years 2018 and
thereafter
|
||||||||||
Principal Payments on Long-Term Debt
|
$
|
440.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
440.0
|
|
Interest Payments on Long-Term Debt
|
466.1
|
|
|
12.3
|
|
|
49.0
|
|
|
49.0
|
|
|
355.8
|
|
|||||
Capital Leases (a)
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||
Operating Leases (a)
|
9.0
|
|
|
2.3
|
|
|
6.0
|
|
|
0.7
|
|
|
—
|
|
|||||
Purchase Obligations – Natural Gas (b)
|
194.8
|
|
|
103.7
|
|
|
76.8
|
|
|
13.7
|
|
|
0.6
|
|
|||||
Purchase Obligations – Other (c)
|
80.1
|
|
|
19.2
|
|
|
22.0
|
|
|
18.3
|
|
|
20.6
|
|
|||||
Total (d) (e)
|
$
|
1,190.2
|
|
|
$
|
137.6
|
|
|
$
|
153.9
|
|
|
$
|
81.7
|
|
|
$
|
817.0
|
|
(a)
|
Lease obligations are primarily for office space, vehicles, and power operated equipment. Additional payments will be incurred if renewal options are exercised under the provisions of certain agreements.
|
(b)
|
These purchase obligations represent the minimum payments required under existing natural gas transportation and storage contracts and natural gas supply agreements. These amounts reflect fixed obligations as well as obligations to purchase natural gas at future market prices, calculated using March 31, 2013 NYMEX futures prices. Laclede Gas recovers the costs related to its purchases, transportation, and storage of natural gas through the operation of its PGA Clause, subject to prudence review by the MoPSC; however, variations in the timing of collections of gas costs from customers affect short-term cash requirements. Additional contractual commitments are generally entered into prior to or during the heating season.
|
(c)
|
These purchase obligations primarily reflect miscellaneous agreements for the purchase of materials and the procurement of services necessary for normal operations.
|
(d)
|
The category of Other Long-Term Liabilities has been excluded from the table above because there are no material amounts of contractual obligations under this category. Long-term liabilities associated with unrecognized tax benefits, totaling $6.9 million, have been excluded from the table above because the timing of future cash outflows, if any, cannot be reasonably estimated. Also, commitments related to pension and postretirement benefit plans have been excluded from the table above. Laclede Gas expects to make contributions to its qualified, trusteed pension plans totaling $14.5 million during the remaining six months of fiscal year 2013. Laclede Gas anticipates a $0.8 million contribution relative to its non-qualified pension plans during the remaining six months of fiscal year 2013. With regard to the postretirement benefits, the Utility anticipates it will contribute $12.2 million to the qualified trusts and $0.4 million directly to participants from Laclede Gas’ funds during the remaining six months of fiscal year 2013. For further discussion of the Utility’s pension and postretirement benefit plans, refer to
Note 2
, Pension Plans and Other Postretirement Benefits, of the Notes to Financial Statements.
|
(e)
|
The table above does not include the Utility's potential payment of a "reverse break up" fee of $73.1 million that would be due in the event that SUG terminates the MGE acquisition agreement as a result of the failure of Laclede Gas to obtain financing. See
Note 9
, Acquisition Agreement, of the Notes to Financial Statements for further details. Also, the table does not include any anticipated additional long-term debt to finance the acquisition.
|
•
|
the Utility's estimates of the costs to complete the acquisition and the operating performance after the acquisition closes may vary significantly from actual results;
|
•
|
both before and after the closing of the acquisition, the attention of management may be diverted to the acquisition and subsequent integration of MGE rather than to current operations or the pursuit of other opportunities that could be beneficial to the Utility; and
|
•
|
the potential loss of key employees of the Utility or of MGE who may be uncertain about their future roles if and when the acquisition is completed.
|
•
|
make it more difficult for Laclede Gas to pay or refinance its debts as they become due during adverse economic and industry conditions;
|
•
|
limit the Utility's flexibility to pursue other strategic opportunities or react to changes in its business and the industry in which it operates and, consequently, place it at a competitive disadvantage to competitors with less debt;
|
•
|
require an increased portion of the Utility's cash flows from operations to be used for debt service payments, thereby reducing the availability of its cash flow to fund working capital, capital expenditures, dividend payments and other general corporate purposes;
|
•
|
result in a downgrade in the credit rating of the Utility's indebtedness, which could limit its ability to borrow additional funds or increase the interest rates applicable to its indebtedness;
|
•
|
result in higher interest expense in the event of increases in market interest rates for both long-term debt as well as short-term commercial paper or bank loans at variable rates;
|
•
|
reduce the amount of credit available to support hedging activities; and
|
•
|
require that additional terms, conditions or covenants be placed on the Utility.
|
(a)
|
See
Exhibit Index
|
|
|
|
Laclede Gas Company
|
|
|
|
|
|
|
Dated:
|
April 30, 2013
|
|
By:
|
/s/ Steven P. Rasche
|
|
|
|
|
Steven P. Rasche
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Authorized Signatory and Chief Financial Officer)
|
Exhibit No.
|
|
|
|
|
|
-
|
Thirty-First Supplemental Indenture dated as of March 15, 2013.
|
|
10.1
|
-
|
First Amendment to Loan Agreement, dated as of January 16, 2013, among Laclede Gas Company and the several banks parties thereto, including Wells Fargo Bank, National Association as administrative agent, filed as Exhibit 10.2 to Form 8-K filed January 18, 2013.
|
10.2
|
-
|
Assignment and Assumption Agreement dated January 11, 2013, filed as Exhibit 99.1 to Form 8-K filed January 14, 2013.
|
-
|
Ratio of Earnings to Fixed Charges.
|
|
|
|
|
-
|
CEO and CFO Certifications under Exchange Act Rule 13a – 14(a).
|
|
|
|
|
-
|
CEO and CFO Section 1350 Certifications.
|
|
101.INS
|
-
|
XBRL Instance Document. (1)
|
|
|
|
101.SCH
|
-
|
XBRL Taxonomy Extension Schema. (1)
|
|
|
|
101.CAL
|
-
|
XBRL Taxonomy Extension Calculation Linkbase. (1)
|
|
|
|
101.DEF
|
-
|
XBRL Taxonomy Definition Linkbase. (1)
|
|
|
|
101.LAB
|
-
|
XBRL Taxonomy Extension Labels Linkbase. (1)
|
|
|
|
101.PRE
|
-
|
XBRL Taxonomy Extension Presentation Linkbase. (1)
|
(1)
|
Furnished, not filed
|
TABLE OF CONTENTS
|
||||
|
|
|
||
|
|
Page
|
||
Parties
|
|
1
|
|
|
Recitals
|
|
1
|
|
|
|
Previous Indentures
|
1
|
|
|
|
Identity of the Company
|
9
|
|
|
|
Identity of Trustee
|
10
|
|
|
|
Outstanding Bonds
|
10
|
|
|
|
Form of Fully Registered Bond of 2023 Series
|
11
|
|
|
|
Form of Fully Registered Bond of 2028 Series
|
15
|
|
|
|
Form of Trustee's Certificate of Authentication.
|
19
|
|
|
|
Compliance with legal requirements
|
19
|
|
|
Granting Clause
|
19
|
|
||
Exception Clause
|
20
|
|
||
Habendum Clause
|
21
|
|
||
Exceptions, Reservations, etc.
|
21
|
|
||
Grant in trust
|
21
|
|
||
Covenant Clause
|
21
|
|
||
|
||||
ARTICLE I
|
||||
|
||||
DEFINITIONS
|
||||
|
|
|
||
SECTION 1.1
|
Terms Defined by Reference
|
21
|
|
|
SECTION 1.2
|
Business Day
|
22
|
|
|
SECTION 1.3
|
Trustee
|
22
|
|
|
SECTION 1.4
|
Original Indenture
|
22
|
|
|
SECTION 1.5
|
First Supplemental Indenture
|
22
|
|
|
SECTION 1.6
|
Second Supplemental Indenture
|
22
|
|
|
SECTION 1.7
|
Third Supplemental Indenture
|
22
|
|
|
SECTION 1.8
|
Fourth Supplemental Indenture
|
22
|
|
|
SECTION 1.9
|
Fifth Supplemental Indenture
|
22
|
|
|
SECTION 1.10
|
Sixth Supplemental Indenture
|
22
|
|
|
SECTION 1.11
|
Seventh Supplemental Indenture
|
22
|
|
|
SECTION 1.12
|
Eighth Supplemental Indenture
|
23
|
|
|
SECTION 1.13
|
Ninth Supplemental Indenture
|
23
|
|
|
SECTION 1.14
|
Tenth Supplemental Indenture
|
23
|
|
|
SECTION 1.15
|
Eleventh Supplemental Indenture
|
23
|
|
|
SECTION 1.16
|
Twelfth Supplemental Indenture
|
23
|
|
|
SECTION 1.17
|
Thirteenth Supplemental Indenture
|
23
|
|
|
SECTION 1.18
|
Fourteenth Supplemental Indenture
|
23
|
|
|
SECTION 1.19
|
Fifteenth Supplemental Indenture
|
23
|
|
|
SECTION 1.20
|
Sixteenth Supplemental Indenture
|
23
|
|
|
SECTION 1.21
|
Seventeenth Supplemental Indenture
|
23
|
|
|
SECTION 1.22
|
Eighteenth Supplemental Indenture
|
23
|
|
SECTION 1.23
|
Nineteenth Supplemental Indenture
|
23
|
|
|
SECTION 1.24
|
Twentieth Supplemental Indenture
|
24
|
|
|
SECTION 1.25
|
Twenty-First Supplemental Indenture
|
24
|
|
|
SECTION 1.26
|
Twenty-Second Supplemental Indenture
|
24
|
|
|
SECTION 1.27
|
Twenty-Third Supplemental Indenture
|
24
|
|
|
SECTION 1.28
|
Twenty-Fourth Supplemental Indenture
|
24
|
|
|
SECTION 1.29
|
Twenty-Fifth Supplemental Indenture
|
24
|
|
|
SECTION 1.30
|
Twenty-Sixth Supplemental Indenture
|
24
|
|
|
SECTION 1.31
|
Twenty-Seventh Supplemental Indenture
|
24
|
|
|
SECTION 1.32
|
Twenty-Eighth Supplemental Indenture
|
24
|
|
|
SECTION 1.33
|
Twenty-Ninth Supplemental Indenture
|
24
|
|
|
SECTION 1.34
|
Thirtieth Supplemental Indenture
|
24
|
|
|
SECTION 1.35
|
Mortgage
|
24
|
|
|
SECTION 1.36
|
Hereof, Hereunder, etc.
|
25
|
|
|
SECTION 1.37
|
2023 Series and 2028 Series
|
25
|
|
|
|
||||
ARTICLE II
|
||||
|
||||
CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND
|
||||
EXCHANGE OF THE 2023 SERIES OF BONDS
|
||||
|
|
|
||
SECTION 2.1
|
Creation and principal amount of the 2023 Series
|
25
|
|
|
SECTION 2.2
|
Date of Bonds
|
25
|
|
|
SECTION 2.3
|
Denominations, etc.
|
25
|
|
|
SECTION 2.4
|
Exchange of Bonds
|
25
|
|
|
SECTION 2.5
|
Registration of Bonds
|
26
|
|
|
SECTION 2.6
|
Temporary Bonds
|
26
|
|
|
SECTION 2.7
|
Payment of Defaulted Interest
|
26
|
|
|
SECTION 2.8
|
Transfers or Exchanges of Bonds called for redemption
|
26
|
|
|
SECTION 2.9
|
Restrictive Legend
|
26
|
|
|
|
||||
ARTICLE III
|
||||
|
||||
REDEMPTION OF BONDS OF THE 2023 SERIES
|
||||
|
|
|
||
SECTION 3.1
|
Circumstances in Which Redeemable
|
27
|
|
|
SECTION 3.2
|
Additional Circumstances in Which Redeemable
|
27
|
|
|
SECTION 3.3
|
Purchase of Bonds
|
29
|
|
|
SECTION 3.4
|
Notice of Intention to Redeem
|
29
|
|
|
SECTION 3.5
|
No Other Redemptions
|
29
|
|
|
|
||||
ARTICLE IV
|
||||
|
||||
CREATION, DESCRIPTION, REGISTRATION, TRANSFER AND
|
||||
EXCHANGE OF THE 2028 SERIES OF BONDS
|
||||
|
|
|
||
SECTION 4.1
|
Creation and Principal Amount of the 2028 Series
|
29
|
|
SECTION 4.2
|
Date of Bonds
|
29
|
|
|
SECTION 4.3
|
Denominations, etc.
|
29
|
|
|
SECTION 4.4
|
Exchange of Bonds
|
30
|
|
|
SECTION 4.5
|
Registration of Bonds
|
30
|
|
|
SECTION 4.6
|
Temporary Bonds
|
30
|
|
|
SECTION 4.7
|
Payment of Defaulted Interest
|
30
|
|
|
SECTION 4.8
|
Transfers or Exchanges of Bonds Called for Redemption
|
31
|
|
|
SECTION 4.9
|
Restrictive Legend
|
31
|
|
|
|
||||
ARTICLE V
|
||||
|
||||
REDEMPTION OF BONDS OF THE 2028 SERIES
|
||||
|
|
|
||
SECTION 5.1
|
Circumstances in Which Redeemable
|
31
|
|
|
SECTION 5.2
|
Additional Circumstances in Which Redeemable
|
31
|
|
|
SECTION 5.3
|
Purchase of Bonds
|
33
|
|
|
SECTION 5.4
|
Notice of Intention to Redeem
|
33
|
|
|
SECTION 5.5
|
No Other Redemptions
|
33
|
|
|
|
||||
ARTICLE VI
|
||||
|
||||
PARTICULAR COVENANTS OF THE COMPANY
|
||||
|
|
|
||
SECTION 6.1
|
Restrictions as to Dividends
|
33
|
|
|
SECTION 6.2
|
Earnings Requirements for Additional Bonds
|
34
|
|
|
SECTION 6.3
|
Postponement of Interest
|
36
|
|
|
SECTION 6.4
|
Information as to Company
|
36
|
|
|
|
||||
ARTICLE VII
|
||||
|
||||
COMPANY'S RESERVATION OF RIGHTS
|
||||
|
|
|
||
SECTION 7.1
|
Company's Reservation of Rights
|
36
|
|
|
|
||||
ARTICLE VIII
|
||||
|
||||
MISCELLANEOUS
|
||||
|
|
|
||
SECTION 8.1
|
Provisions Required by Trust Indenture Act of 1939 to Control
|
38
|
|
|
SECTION 8.2
|
Acceptance of Trust
|
38
|
|
|
SECTION 8.3
|
This Indenture Part of Original Indenture
|
38
|
|
|
SECTION 8.4
|
Execution in Any Number of Counterparts
|
38
|
|
|
SECTION 8.5
|
Date of Execution
|
38
|
|
No.____________
|
|
|
$_________________
|
Dated
|
|
|
LACLEDE GAS COMPANY
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATTEST:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
No.____________
|
|
|
$_________________
|
Dated
|
|
|
LACLEDE GAS COMPANY
|
|
|
|
|
|
|
|
|
|
|
|
By
|
|
|
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATTEST:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UMB BANK & TRUST, N.A.
|
|
|
|
|
|
|
|
|
|
|
|
Trustee
|
|
|
|
|
|
|
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By
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Authorized Signatory
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LACLEDE GAS COMPANY
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By
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/s/ Lynn D. Rawlings
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Lynn D. Rawlings
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Treasurer and Assistant Secretary
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ATTEST:
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/s/ Mary C. Kullman
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Mary C. Kullman
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Corporate Secretary
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(SEAL)
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UMB BANK & TRUST, N.A.
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Trustee
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By
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/s/ Victor Zarrilli
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Sr. Vice President
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ATTEST:
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/s/ Richard F. Novosak
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Assistant Secretary
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(SEAL)
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State of Missouri
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)
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)
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ss.
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City of St. Louis
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)
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State of Missouri
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)
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)
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ss.
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City of St. Louis
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)
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||||||||||||
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Twelve Months Ended
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||||||||||||||||||||||
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Mar. 31,
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September 30,
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||||||||||||||||||||
(Thousands of Dollars)
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2013
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2012
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2011
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2010
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2009
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2008
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||||||||||||
Income before interest
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charges and income taxes
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$
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102,944
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$
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93,515
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$
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102,317
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$
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84,727
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$
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77,395
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$
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84,684
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Add: One third of applicable
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rentals charged to operating
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expense (which approximates
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the interest factor)
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1,688
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1,569
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1,780
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1,820
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1,833
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1,691
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Total Earnings
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$
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104,632
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$
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95,084
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$
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104,097
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$
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86,547
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$
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79,228
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$
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86,375
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Interest on long-term debt
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$
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22,363
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$
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22,958
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$
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23,161
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$
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24,583
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$
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24,583
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$
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19,851
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Other interest
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2,022
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2,198
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2,383
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2,269
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5,770
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10,363
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Add: One third of applicable
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rentals charged to operating
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expense (which approximates
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the interest factor)
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1,688
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1,569
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1,780
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1,820
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1,833
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1,691
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Total Fixed Charges
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$
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26,073
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$
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26,725
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$
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27,324
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$
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28,672
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$
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32,186
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$
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31,905
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Ratio of Earnings to Fixed
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Charges
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4.01
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3.56
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3.81
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3.02
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2.46
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2.71
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1.
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I have reviewed this quarterly report on Form 10-Q of Laclede Gas Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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April 30, 2013
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Signature:
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/s/ Suzanne Sitherwood
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Suzanne Sitherwood
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Chairman of the Board
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and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Laclede Gas Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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April 30, 2013
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Signature:
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/s/ Steven P. Rasche
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Steven P. Rasche
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Chief Financial Officer
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(a)
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To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended March 31, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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(b)
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To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended March 31, 2013 fairly presents, in all material respects, the financial condition and results of operations of Laclede Gas Company.
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Date:
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April 30, 2013
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/s/ Suzanne Sitherwood
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Suzanne Sitherwood
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Chairman of the Board
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and Chief Executive Officer
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(a)
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To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended March 31, 2013 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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(b)
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To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended December 31, 2012 fairly presents, in all material respects, the financial condition and results of operations of Laclede Gas Company.
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Date:
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April 30, 2013
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/s/ Steven P. Rasche
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Steven P. Rasche
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Chief Financial Officer
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