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Page
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Part I
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Item 1.
|
||
Item 1A.
|
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Item 1B.
|
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Item 2.
|
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Item 3.
|
||
Item 4.
|
Mine Safety Disclosures
|
|
|
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Part II
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
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||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
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||
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Part III
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
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||
|
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Part IV
|
|
Item 15.
|
|
|
AEC
|
Atmos Energy Corporation
|
AEH
|
Atmos Energy Holdings, Inc.
|
AEM
|
Atmos Energy Marketing, LLC
|
AOCI
|
Accumulated Other Comprehensive Income
|
APS
|
Atmos Pipeline and Storage, LLC
|
ATO
|
Trading symbol for Atmos Energy Corporation common stock on the New York Stock Exchange
|
Bcf
|
Billion cubic feet
|
CFTC
|
Commodity Futures Trading Commission
|
COSO
|
Committee of Sponsoring Organizations of the Treadway Commission
|
ERISA
|
Employee Retirement Income Security Act of 1974
|
FASB
|
Financial Accounting Standards Board
|
FERC
|
Federal Energy Regulatory Commission
|
Fitch
|
Fitch Ratings, Ltd.
|
GAAP
|
Generally Accepted Accounting Principles
|
GRIP
|
Gas Reliability Infrastructure Program
|
GSRS
|
Gas System Reliability Surcharge
|
KPSC
|
Kentucky Public Service Commission
|
LTIP
|
1998 Long-Term Incentive Plan
|
Mcf
|
Thousand cubic feet
|
MDWQ
|
Maximum daily withdrawal quantity
|
Mid-Tex Cities
|
Represents all incorporated cities other than Dallas, or approximately 80 percent of the Mid-Tex Division’s customers, with whom a settlement agreement was reached during the fiscal 2008 second quarter.
|
MMcf
|
Million cubic feet
|
Moody’s
|
Moody’s Investor Service, Inc.
|
NYMEX
|
New York Mercantile Exchange, Inc.
|
NYSE
|
New York Stock Exchange
|
PAP
|
Pension Account Plan
|
PPA
|
Pension Protection Act of 2006
|
RRC
|
Railroad Commission of Texas
|
RRM
|
Rate Review Mechanism
|
RSC
|
Rate Stabilization Clause
|
S&P
|
Standard & Poor’s Corporation
|
SEC
|
United States Securities and Exchange Commission
|
SRF
|
Stable Rate Filing
|
WNA
|
Weather Normalization Adjustment
|
ITEM 1.
|
Business.
|
•
|
operating our business exceptionally well
|
•
|
investing in our people and infrastructure
|
•
|
enhancing our culture.
|
•
|
The
regulated distribution segment
, which includes our regulated distribution and related sales operations
|
•
|
The
regulated pipeline segment
, which includes the pipeline and storage operations of our Atmos Pipeline — Texas Division and
|
•
|
The
nonregulated segment
, which includes our nonregulated natural gas management, nonregulated natural gas transmission, storage and other services.
|
Division
|
|
Service Areas
|
|
Communities Served
|
|
Customer Meters
|
Mid-Tex
|
|
Texas, including the Dallas/Fort Worth Metroplex
|
|
550
|
|
1,649,291
|
Kentucky/Mid-States
|
|
Kentucky
|
|
230
|
|
179,717
|
|
|
Tennessee
|
|
|
|
143,942
|
|
|
Virginia
|
|
|
|
23,820
|
Louisiana
|
|
Louisiana
|
|
280
|
|
358,972
|
West Texas
|
|
Amarillo, Lubbock, Midland
|
|
80
|
|
308,988
|
Mississippi
|
|
Mississippi
|
|
110
|
|
269,750
|
Colorado-Kansas
|
|
Colorado
|
|
170
|
|
117,017
|
|
|
Kansas
|
|
|
|
134,012
|
•
|
Formula rate mechanisms in place in four states that provide for an annual rate review and adjustment to rates.
|
•
|
Infrastructure programs in place in the majority of our states that provide for an annual rate adjustment to rates for qualifying capital expenditures. Through our annual formula rate mechanisms and infrastructure programs, we have the ability to recover over 90 percent of our capital expenditures within six months.
|
•
|
Authorization in tariffs, statute or commission rules that allows us to defer certain elements of our cost of service until they are included in rates, such as depreciation, ad valorem taxes and pension costs.
|
•
|
WNA mechanisms in seven states that serve to minimize the effects of weather on approximately 97 percent of our distribution gross margin.
|
•
|
The ability to recover the gas cost portion of bad debts in five states.
|
Division
|
|
Jurisdiction
|
|
Effective
Date of Last
Rate/GRIP Action
|
|
Rate Base
(thousands)
(1)
|
|
Authorized
Rate of
Return
(1)
|
|
Authorized Debt/
Equity Ratio
|
Authorized
Return
on Equity
(1)
|
Atmos Pipeline — Texas
|
|
Texas
|
|
05/01/2011
|
|
$807,733
|
|
9.36%
|
|
50/50
|
11.80%
|
Atmos Pipeline — Texas — GRIP
|
|
Texas
|
|
05/03/2016
|
|
722,700
(2)
|
|
9.36%
|
|
N/A
|
11.80%
|
Colorado-Kansas
|
|
Colorado
|
|
01/01/2016
|
|
129,094
|
|
7.82%
|
|
48/52
|
9.60%
|
|
|
Colorado SSIR
|
|
01/01/2016
|
|
9,478
|
|
7.82%
|
|
48/52
|
9.60%
|
|
|
Kansas
|
|
03/17/2016
|
|
200,564
|
|
(4)
|
|
(4)
|
(4)
|
Kentucky/Mid-States
|
|
Kentucky
|
|
08/15/2016
|
|
335,833
|
|
(4)
|
|
(4)
|
(4)
|
|
|
Tennessee
|
|
06/01/2016
|
|
274,595
|
|
7.72%
|
|
47/53
|
9.80%
|
|
|
Virginia
|
|
04/01/2016
|
|
49,132
|
|
(4)
|
|
(4)
|
9.00% - 10.00%
|
Louisiana
|
|
Trans La
|
|
04/01/2016
|
|
138,692
|
|
7.79%
|
|
46/54
|
9.80%
|
|
|
LGS
|
|
07/01/2016
|
|
350,837
|
|
7.73%
|
|
46/54
|
9.80%
|
Mid-Tex Cities
|
|
Texas
|
|
06/01/2016
|
|
2,130,568
(3)
|
|
8.43%
|
|
45/55
|
10.50%
|
Mid-Tex — Dallas
|
|
Texas
|
|
06/01/2016
|
|
2,076,415
(3)
|
|
8.28%
|
|
43/57
|
10.10%
|
Mississippi
|
|
Mississippi
|
|
12/21/2015
|
|
357,646
|
|
7.94%
|
|
47/53
|
9.88%
|
|
|
Mississippi - SGR
|
|
12/03/2015
|
|
3,475
|
|
9.37%
|
|
47/53
|
12.00%
|
West Texas
(5)
|
|
Texas
|
|
03/15/2016
|
|
(4)
|
|
(4)
|
|
(4)
|
10.50%
|
|
|
Texas-GRIP
|
|
05/03/2016
|
|
419,976
|
|
8.57%
|
|
48/52
|
10.50%
|
Division
|
|
Jurisdiction
|
|
Bad Debt
Rider
(6)
|
|
Formula Rate
|
|
Infrastructure Mechanism
|
Performance Based
Rate Program
(7)
|
|
WNA Period
|
Atmos Pipeline — Texas
|
|
Texas
|
|
No
|
|
Yes
|
|
Yes
|
N/A
|
|
N/A
|
Colorado-Kansas
|
|
Colorado
|
|
No
|
|
No
|
|
Yes
|
No
|
|
N/A
|
|
|
Kansas
|
|
Yes
|
|
No
|
|
Yes
|
No
|
|
October-May
|
Kentucky/Mid-States
|
|
Kentucky
|
|
Yes
|
|
No
|
|
Yes
|
Yes
|
|
November-April
|
|
|
Tennessee
|
|
Yes
|
|
Yes
|
|
No
|
Yes
|
|
October-April
|
|
|
Virginia
|
|
Yes
|
|
No
|
|
Yes
|
No
|
|
January-December
|
Louisiana
|
|
Trans La
|
|
No
|
|
Yes
|
|
Yes
|
No
|
|
December-March
|
|
|
LGS
|
|
No
|
|
Yes
|
|
Yes
|
No
|
|
December-March
|
Mid-Tex Cities
|
|
Texas
|
|
Yes
|
|
Yes
|
|
Yes
|
No
|
|
November-April
|
Mid-Tex — Dallas
|
|
Texas
|
|
Yes
|
|
Yes
|
|
Yes
|
No
|
|
November-April
|
Mississippi
|
|
Mississippi
|
|
No
|
|
Yes
|
|
Yes
|
Yes
|
|
November-April
|
West Texas
(5)
|
|
Texas
|
|
Yes
|
|
Yes
|
|
Yes
|
No
|
|
October-May
|
(1)
|
The rate base, authorized rate of return and authorized return on equity presented in this table are those from the most recent regulatory filing for each jurisdiction. These rate bases, rates of return and returns on equity are not necessarily indicative of current or future rate bases, rates of return or returns on equity.
|
(2)
|
This APT rate base represents the incremental rate base approved through annual GRIP filings since APT's last rate case in 2011.
|
(3)
|
The Mid-Tex Rate Base amounts for the Mid-Tex Cities and Dallas areas represent “system-wide”, or 100 percent, of the Mid-Tex Division’s rate base.
|
(4)
|
A rate base, rate of return, return on equity or debt/equity ratio was not included in the respective state commission’s final decision.
|
(5)
|
On April 1, 2014, a rate case settlement approved by the West Texas Cities reestablished an annual rate mechanism for all West Texas Division cities except Amarillo, Channing, Dalhart and Lubbock.
|
(6)
|
The bad debt rider allows us to recover from ratepayers the gas cost portion of uncollectible accounts.
|
(7)
|
The performance-based rate program provides incentives to distribution companies to minimize purchased gas costs by allowing the companies and its customers to share the purchased gas costs savings.
|
|
|
Annual Increase to Operating
Income For the Fiscal Year Ended September 30
|
||||||||||
Rate Action
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In thousands)
|
||||||||||
Annual formula rate mechanisms
|
|
$
|
114,974
|
|
|
$
|
113,706
|
|
|
$
|
71,749
|
|
Rate case filings
|
|
7,716
|
|
|
711
|
|
|
21,819
|
|
|||
Other ratemaking activity
|
|
(183
|
)
|
|
78
|
|
|
(226
|
)
|
|||
|
|
$
|
122,507
|
|
|
$
|
114,495
|
|
|
$
|
93,342
|
|
|
|
|
|
||
Division
|
Rate Action
|
Jurisdiction
|
Operating Income
Requested
|
||
|
|
|
(In thousands)
|
||
Kentucky/Mid-States
|
SAVE
(1)
|
Virginia
|
$
|
(181
|
)
|
|
PRP
(1)
|
Kentucky
|
4,938
|
|
|
|
ARM
(2)
True-Up
|
Tennessee
|
5,514
|
|
|
Mississippi
|
SIR
(1)
|
Mississippi
|
3,334
|
|
|
|
SGR
(3)
|
Mississippi
|
1,292
|
|
|
|
|
|
$
|
14,897
|
|
(1)
|
The Steps to Advance Virginia Energy (SAVE) Plan, the Pipeline Replacement Program (PRP) and the System Integrity Rider (SIR) surcharges relate to long-term programs to replace aging infrastructure.
|
(2)
|
The Annual Rate Mechanism (ARM) is a formula rate mechanism that refreshes the Company's rates on an annual basis.
|
(3)
|
The Mississippi Supplemental Growth Rider (SGR) permits the Company to pursue up to $5.0 million of eligible industrial growth projects beyond the division's normal main extension policies.
|
|
|
Annual Formula Rate Mechanisms
|
||
State
|
|
Infrastructure Programs
|
|
Formula Rate Mechanisms
|
|
|
|
|
|
Colorado
|
|
System Safety and Integrity Rider (SSIR)
|
|
—
|
Kansas
|
|
Gas System Reliability Surcharge (GSRS)
|
|
—
|
Kentucky
|
|
Pipeline Replacement Program (PRP)
|
|
—
|
Louisiana
|
|
(1)
|
|
Rate Stabilization Clause (RSC)
|
Mississippi
|
|
System Integrity Rider (SIR)
|
|
Stable Rate Filing (SRF), Supplemental Growth Filing (SGR)
|
Tennessee
|
|
—
|
|
Annual Rate Mechanism (ARM)
|
Texas
|
|
Gas Reliability Infrastructure Program (GRIP), (1)
|
|
Dallas Annual Rate Review (DARR), Rate Review Mechanism (RRM)
|
Virginia
|
|
Steps to Advance Virginia Energy (SAVE)
|
|
—
|
(1)
|
Infrastructure mechanisms in Texas and Louisiana allow for the deferral of all expenses associated with capital expenditures incurred pursuant to these rules, which primarily consists of interest, depreciation and other taxes (Texas only), until the next rate proceeding (rate case or annual rate filing), at which time investment and costs would be recoverable through base rates.
|
Division
|
|
Jurisdiction
|
|
Test Year Ended
|
|
Increase
(Decrease) in
Annual
Operating
Income
|
|
Effective
Date
|
||
|
|
|
|
|
|
(In thousands)
|
|
|
||
2016 Filings:
|
|
|
|
|
|
|
|
|
||
Louisiana
|
|
LGS
(1)
|
|
12/2015
|
|
$
|
8,686
|
|
|
07/01/2016
|
Kentucky/Mid-States
|
|
Tennessee
|
|
05/2017
|
|
4,888
|
|
|
06/01/2016
|
|
Mid-Tex
|
|
Mid-Tex Cities RRM
|
|
12/2015
|
|
25,816
|
|
|
06/01/2016
|
|
Mid-Tex
|
|
Mid-Tex DARR
|
|
09/2015
|
|
5,429
|
|
|
06/01/2016
|
|
Mid-Tex
|
|
Mid-Tex Environs
|
|
12/2015
|
|
1,325
|
|
|
05/03/2016
|
|
Atmos Pipeline — Texas
|
|
Texas
|
|
12/2015
|
|
40,658
|
|
|
05/03/2016
|
|
West Texas
|
|
West Texas Environs
|
|
12/2015
|
|
646
|
|
|
05/03/2016
|
|
West Texas
|
|
West Texas ALDC
|
|
12/2015
|
|
3,484
|
|
|
04/26/2016
|
|
Louisiana
|
|
Trans La
(1)
|
|
09/2015
|
|
6,216
|
|
|
04/01/2016
|
|
Colorado-Kansas
|
|
Colorado
|
|
12/2016
|
|
764
|
|
|
01/01/2016
|
|
Mississippi
|
|
Mississippi-SRF
(2)
|
|
10/2016
|
|
9,192
|
|
|
01/01/2016
|
|
Mississippi
|
|
Mississippi-SGR
|
|
10/2016
|
|
250
|
|
|
12/01/2015
|
|
Kentucky/Mid-States
|
|
Kentucky-PRP
|
|
09/2016
|
|
3,786
|
|
|
10/01/2015
|
|
Kentucky/Mid-States
|
|
Virginia-SAVE
|
|
09/2016
|
|
118
|
|
|
10/01/2015
|
|
West Texas
|
|
West Texas Cities
|
|
09/2015
|
|
3,716
|
|
|
10/01/2015
|
|
Total 2016 Filings
|
|
|
|
|
|
$
|
114,974
|
|
|
|
2015 Filings:
|
|
|
|
|
|
|
|
|
||
Louisiana
|
|
LGS
|
|
12/2014
|
|
$
|
1,321
|
|
|
07/01/2015
|
West Texas
|
|
Environs
|
|
12/2014
|
|
697
|
|
|
06/12/2015
|
|
Mid-Tex
|
|
Environs
|
|
12/2014
|
|
1,158
|
|
|
06/01/2015
|
|
Mid-Tex
|
|
Mid-Tex Cities
|
|
12/2014
|
|
16,801
|
|
|
06/01/2015
|
|
Mid-Tex
|
|
Dallas
|
|
09/2014
|
|
4,420
|
|
|
06/01/2015
|
|
West Texas
|
|
Cities
|
|
12/2014
|
|
4,593
|
|
|
05/01/2015
|
|
Atmos Pipeline — Texas
|
|
Texas
|
|
12/2014
|
|
37,248
|
|
|
04/08/2015
|
|
Louisiana
|
|
Trans La
|
|
09/2014
|
|
(286
|
)
|
|
04/01/2015
|
|
West Texas
|
|
West Texas Cities
|
|
09/2014
|
|
4,300
|
|
|
03/15/2015
|
|
Colorado-Kansas
|
|
Kansas
|
|
09/2014
|
|
301
|
|
|
02/01/2015
|
|
Mississippi
|
|
Mississippi-SRF
|
|
10/2015
|
|
4,441
|
|
|
02/01/2015
|
|
Mississippi
|
|
Mississippi-SGR
|
|
10/2015
|
|
782
|
|
|
11/01/2014
|
|
Kentucky/Mid-States
|
|
Kentucky
|
|
09/2015
|
|
4,382
|
|
|
10/10/2014
|
|
Kentucky/Mid-States
|
|
Virginia
|
|
09/2015
|
|
133
|
|
|
10/01/2014
|
|
Mid-Tex
|
|
Mid-Tex Cities
|
|
12/2013
|
|
33,415
|
|
|
06/01/2014
|
|
Total 2015 Filings
|
|
|
|
|
|
$
|
113,706
|
|
|
|
2014 Filings:
|
|
|
|
|
|
|
|
|
||
Louisiana
|
|
LGS
|
|
12/2013
|
|
$
|
1,383
|
|
|
07/01/2014
|
West Texas
|
|
West Texas
|
|
12/2013
|
|
858
|
|
|
06/17/2014
|
|
Mid-Tex
|
|
City of Dallas
|
|
09/2013
|
|
5,638
|
|
|
06/01/2014
|
|
Mid-Tex
|
|
Environs
|
|
12/2013
|
|
881
|
|
|
05/22/2014
|
|
Atmos Pipeline — Texas
|
|
Texas
|
|
12/2013
|
|
45,589
|
|
|
05/06/2014
|
|
Louisiana
|
|
Trans La
|
|
09/2013
|
|
550
|
|
|
04/01/2014
|
|
Colorado-Kansas
|
|
Kansas
|
|
09/2013
|
|
882
|
|
|
02/01/2014
|
|
Mid-Tex
|
|
Mid-Tex Cities
|
|
12/2012
|
|
12,497
|
|
|
11/01/2013
|
|
Kentucky/Mid-States
|
|
Kentucky
|
|
09/2014
|
|
2,493
|
|
|
10/01/2013
|
Kentucky/Mid-States
|
|
Virginia
|
|
09/2014
|
|
210
|
|
|
10/01/2013
|
|
Mid-Tex
|
|
Environs
|
|
12/2012
|
|
768
|
|
|
10/01/2013
|
|
Total 2014 Filings
|
|
|
|
|
|
$
|
71,749
|
|
|
|
(1)
|
On April 1 and July 1, 2016, RSC rates, subject to refund, were implemented in our two Louisiana jurisdictions.
|
(2)
|
The commission issued a final order approving a $9.2 million increase in annual operating income on December 21, 2015 with an effective date of January 1, 2016.
|
Division
|
|
State
|
|
Increase in Annual
Operating Income
|
|
Effective Date
|
||
|
|
|
|
(In thousands)
|
|
|
||
2016 Rate Case Filings:
|
|
|
|
|
|
|
||
Kentucky/Mid-States
|
|
Kentucky
|
|
$
|
2,723
|
|
|
08/15/2016
|
Kentucky/Mid-States
|
|
Virginia
(1)
|
|
537
|
|
|
04/01/2016
|
|
Colorado-Kansas
|
|
Kansas
|
|
2,372
|
|
|
03/17/2016
|
|
Colorado-Kansas
|
|
Colorado
|
|
2,084
|
|
|
01/01/2016
|
|
Total 2016 Rate Case Filings
|
|
|
|
$
|
7,716
|
|
|
|
2015 Rate Case Filings:
|
|
|
|
|
|
|
||
Kentucky/Mid-States
|
|
Tennessee
|
|
$
|
711
|
|
|
06/01/2015
|
Total 2015 Rate Case Filings
|
|
|
|
$
|
711
|
|
|
|
2014 Rate Case Filings:
|
|
|
|
|
|
|
||
Kentucky/Mid-States
|
|
Virginia
|
|
$
|
976
|
|
|
09/09/2014
|
Colorado-Kansas
|
|
Kansas
|
|
2,571
|
|
|
09/04/2014
|
|
Colorado-Kansas
|
|
Colorado
|
|
2,400
|
|
|
08/26/2014
|
|
Kentucky/Mid-States
|
|
Kentucky
|
|
5,823
|
|
|
04/22/2014
|
|
West Texas
|
|
Texas
|
|
8,440
|
|
|
04/01/2014
|
|
Colorado-Kansas
|
|
Colorado
|
|
1,609
|
|
|
03/01/2014
|
|
Total 2014 Rate Case Filings
|
|
|
|
$
|
21,819
|
|
|
|
(1)
|
On April 1, 2016, interim rates, subject to refund, were implemented in Virginia.
|
Division
|
|
Jurisdiction
|
|
Rate Activity
|
|
Increase in
Annual
Operating
Income
|
|
Effective
Date
|
||
|
|
|
|
|
|
(In thousands)
|
|
|
||
2016 Other Rate Activity:
|
|
|
|
|
|
|
|
|
||
Colorado-Kansas
|
|
Kansas
|
|
Ad-Valorem
(1)
|
|
$
|
(183
|
)
|
|
02/01/2016
|
Total 2016 Other Rate Activity
|
|
|
|
|
|
$
|
(183
|
)
|
|
|
2015 Other Rate Activity:
|
|
|
|
|
|
|
|
|
||
Colorado-Kansas
|
|
Kansas
|
|
Ad Valorem
(1)
|
|
$
|
78
|
|
|
02/01/2015
|
Total 2015 Other Rate Activity
|
|
|
|
|
|
$
|
78
|
|
|
|
2014 Other Rate Activity:
|
|
|
|
|
|
|
|
|
||
Colorado-Kansas
|
|
Kansas
|
|
Ad Valorem
(1)
|
|
$
|
(226
|
)
|
|
02/01/2014
|
Total 2014 Other Rate Activity
|
|
|
|
|
|
$
|
(226
|
)
|
|
|
(1)
|
The Ad Valorem filing relates to property taxes that are either over or uncollected compared to the amount included in our Kansas service area’s base rates.
|
ITEM 1A.
|
Risk Factors.
|
ITEM 1B.
|
Unresolved Staff Comments.
|
ITEM 2.
|
Properties.
|
State
|
|
Usable Capacity
(Mcf)
|
|
Cushion
Gas
(Mcf)
(1)
|
|
Total
Capacity
(Mcf)
|
|
Maximum
Daily Delivery
Capability
(Mcf)
|
||||
Regulated Distribution Segment
|
|
|
|
|
|
|
|
|
||||
Kentucky
|
|
4,442,696
|
|
|
6,322,283
|
|
|
10,764,979
|
|
|
105,100
|
|
Kansas
|
|
3,239,000
|
|
|
2,300,000
|
|
|
5,539,000
|
|
|
45,000
|
|
Mississippi
|
|
1,907,571
|
|
|
2,442,917
|
|
|
4,350,488
|
|
|
31,000
|
|
Total
|
|
9,589,267
|
|
|
11,065,200
|
|
|
20,654,467
|
|
|
181,100
|
|
Regulated Pipeline Segment — Texas
|
|
46,083,549
|
|
|
15,878,025
|
|
|
61,961,574
|
|
|
1,235,000
|
|
Nonregulated Segment
|
|
|
|
|
|
|
|
|
||||
Kentucky
|
|
3,438,900
|
|
|
3,240,000
|
|
|
6,678,900
|
|
|
67,500
|
|
Louisiana
|
|
438,583
|
|
|
300,973
|
|
|
739,556
|
|
|
56,000
|
|
Total
|
|
3,877,483
|
|
|
3,540,973
|
|
|
7,418,456
|
|
|
123,500
|
|
Total
|
|
59,550,299
|
|
|
30,484,198
|
|
|
90,034,497
|
|
|
1,539,600
|
|
(1)
|
Cushion gas represents the volume of gas that must be retained in a facility to maintain reservoir pressure.
|
Segment
|
|
Division/Company
|
|
Maximum
Storage
Quantity
(MMBtu)
|
|
Maximum
Daily
Withdrawal
Quantity
(MDWQ)
(1)
|
||
Regulated Distribution Segment
|
|
|
|
|
|
|
||
|
|
Colorado-Kansas Division
|
|
5,261,909
|
|
|
118,889
|
|
|
|
Kentucky/Mid-States Division
|
|
11,181,603
|
|
|
268,739
|
|
|
|
Louisiana Division
|
|
2,595,619
|
|
|
179,347
|
|
|
|
Mid-Tex Division
|
|
3,500,000
|
|
|
175,000
|
|
|
|
Mississippi Division
|
|
3,554,535
|
|
|
151,334
|
|
|
|
West Texas Division
|
|
4,500,000
|
|
|
146,000
|
|
Total
|
|
30,593,666
|
|
|
1,039,309
|
|
||
Nonregulated Segment
|
|
|
|
|
||||
|
|
Atmos Energy Marketing, LLC
|
|
8,026,869
|
|
|
250,937
|
|
|
|
Trans Louisiana Gas Pipeline, Inc.
|
|
1,674,000
|
|
|
67,507
|
|
Total
|
|
9,700,869
|
|
|
318,444
|
|
||
Total Contracted Storage Capacity
|
|
40,294,535
|
|
|
1,357,753
|
|
(1)
|
Maximum daily withdrawal quantity (MDWQ) amounts will fluctuate depending upon the season and the month. Unless otherwise noted, MDWQ amounts represent the MDWQ amounts as of November 1, which is the beginning of the winter heating season.
|
ITEM 3.
|
Legal Proceedings.
|
ITEM 4.
|
Mine Safety Disclosures.
|
ITEM 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||||||||||||||||||
|
High
|
|
Low
|
|
Dividends
Paid
|
|
High
|
|
Low
|
|
Dividends
Paid
|
||||||||||||
Quarter ended:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31
|
$
|
64.25
|
|
|
$
|
57.82
|
|
|
$
|
0.42
|
|
|
$
|
58.08
|
|
|
$
|
47.35
|
|
|
$
|
0.39
|
|
March 31
|
74.33
|
|
|
61.74
|
|
|
0.42
|
|
|
58.81
|
|
|
52.02
|
|
|
0.39
|
|
||||||
June 30
|
81.32
|
|
|
70.60
|
|
|
0.42
|
|
|
56.41
|
|
|
51.28
|
|
|
0.39
|
|
||||||
September 30
|
81.16
|
|
|
71.88
|
|
|
0.42
|
|
|
58.18
|
|
|
51.48
|
|
|
0.39
|
|
||||||
|
|
|
|
|
$
|
1.68
|
|
|
|
|
|
|
$
|
1.56
|
|
|
Cumulative Total Return
|
||||||||||||||||
|
9/30/2011
|
|
9/30/2012
|
|
9/30/2013
|
|
9/30/2014
|
|
9/30/2015
|
|
9/30/2016
|
||||||
Atmos Energy Corporation
|
100.00
|
|
|
114.96
|
|
|
141.77
|
|
|
163.78
|
|
|
205.60
|
|
|
269.55
|
|
S&P 500 Index
|
100.00
|
|
|
130.20
|
|
|
155.39
|
|
|
186.05
|
|
|
184.91
|
|
|
213.44
|
|
Peer Group
|
100.00
|
|
|
117.20
|
|
|
137.59
|
|
|
161.70
|
|
|
179.33
|
|
|
232.91
|
|
(1)
|
AGL Resources Inc., Questar Corporation and TECO Energy, Inc. were acquired prior to September 30, 2016. As a result, the cumulative total return of these companies is not included in the Comparison Company Index represented in the graph above.
|
|
Number of
securities to be issued
upon exercise of
outstanding options, restricted stock units,
warrants and rights
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
|
||||
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders:
|
|
|
|
|
|
||||
1998 Long-Term Incentive Plan
|
1,338,162
|
|
(1)
|
$
|
—
|
|
|
2,359,106
|
|
Total equity compensation plans approved by security holders
|
1,338,162
|
|
|
—
|
|
|
2,359,106
|
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
1,338,162
|
|
|
$
|
—
|
|
|
2,359,106
|
|
(1)
|
Comprised of a total of 614,588 time-lapse restricted stock units, 326,249 director share units and 397,325 performance-based restricted stock units at the target level of performance granted under our 1998 Long-Term Incentive Plan.
|
ITEM 6.
|
Selected Financial Data.
|
|
Fiscal Year Ended September 30
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
(1)
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
3,349,949
|
|
|
$
|
4,142,136
|
|
|
$
|
4,940,916
|
|
|
$
|
3,875,460
|
|
|
$
|
3,436,162
|
|
Gross profit
|
$
|
1,744,896
|
|
|
$
|
1,680,017
|
|
|
$
|
1,582,426
|
|
|
$
|
1,412,050
|
|
|
$
|
1,323,739
|
|
Income from continuing operations
|
$
|
350,104
|
|
|
$
|
315,075
|
|
|
$
|
289,817
|
|
|
$
|
230,698
|
|
|
$
|
192,196
|
|
Net income
|
$
|
350,104
|
|
|
$
|
315,075
|
|
|
$
|
289,817
|
|
|
$
|
243,194
|
|
|
$
|
216,717
|
|
Diluted income per share from continuing operations
|
$
|
3.38
|
|
|
$
|
3.09
|
|
|
$
|
2.96
|
|
|
$
|
2.50
|
|
|
$
|
2.10
|
|
Diluted net income per share
|
$
|
3.38
|
|
|
$
|
3.09
|
|
|
$
|
2.96
|
|
|
$
|
2.64
|
|
|
$
|
2.37
|
|
Cash dividends declared per share
|
$
|
1.68
|
|
|
$
|
1.56
|
|
|
$
|
1.48
|
|
|
$
|
1.40
|
|
|
$
|
1.38
|
|
Financial Condition
|
|
|
|
|
|
|
|
|
|
||||||||||
Net property, plant and equipment
(2)
|
$
|
8,280,511
|
|
|
$
|
7,430,580
|
|
|
$
|
6,725,906
|
|
|
$
|
6,030,655
|
|
|
$
|
5,475,604
|
|
Total assets
|
$
|
10,010,889
|
|
|
$
|
9,075,072
|
|
|
$
|
8,581,006
|
|
|
$
|
7,919,069
|
|
|
$
|
7,484,518
|
|
Capitalization:
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity
|
$
|
3,463,059
|
|
|
$
|
3,194,797
|
|
|
$
|
3,086,232
|
|
|
$
|
2,580,409
|
|
|
$
|
2,359,243
|
|
Long-term debt (excluding current maturities)
|
2,188,779
|
|
|
2,437,515
|
|
|
2,442,288
|
|
|
2,440,472
|
|
|
1,945,148
|
|
|||||
Total capitalization
|
$
|
5,651,838
|
|
|
$
|
5,632,312
|
|
|
$
|
5,528,520
|
|
|
$
|
5,020,881
|
|
|
$
|
4,304,391
|
|
(1)
|
Financial results for fiscal 2012 reflect a $5.3 million pre-tax loss for the impairment of certain assets.
|
(2)
|
Amounts shown for fiscal 2012 are net of assets held for sale.
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
For the Fiscal Year Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Operating revenues
|
$
|
3,349,949
|
|
|
$
|
4,142,136
|
|
|
$
|
4,940,916
|
|
Gross profit
|
1,744,896
|
|
|
1,680,017
|
|
|
1,582,426
|
|
|||
Operating expenses
|
1,076,878
|
|
|
1,048,622
|
|
|
971,077
|
|
|||
Operating income
|
668,018
|
|
|
631,395
|
|
|
611,349
|
|
|||
Interest charges
|
115,948
|
|
|
116,241
|
|
|
129,295
|
|
|||
Income before income taxes
|
550,477
|
|
|
510,765
|
|
|
476,819
|
|
|||
Net income
(1)
|
$
|
350,104
|
|
|
$
|
315,075
|
|
|
$
|
289,817
|
|
Diluted net income per share
(1)
|
$
|
3.38
|
|
|
$
|
3.09
|
|
|
$
|
2.96
|
|
(1)
|
Unrealized gains/losses in our nonregulated operations during fiscal 2016, 2015 and 2014 increased/(decreased) net income by $0.7 million, $(1.5) million and $5.8 million, or $0.01, $(0.01) and $0.06 per diluted share.
|
|
For the Fiscal Year Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Regulated distribution segment
|
$
|
232,370
|
|
|
$
|
204,813
|
|
|
$
|
171,585
|
|
Regulated pipeline segment
|
101,689
|
|
|
94,662
|
|
|
86,191
|
|
|||
Nonregulated segment
|
16,045
|
|
|
15,600
|
|
|
32,041
|
|
|||
Net income
|
$
|
350,104
|
|
|
$
|
315,075
|
|
|
$
|
289,817
|
|
|
|
|
|
|
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
|
(In thousands, unless otherwise noted)
|
||||||||||||||||||
Gross profit
|
$
|
1,272,805
|
|
|
$
|
1,237,577
|
|
|
$
|
1,176,515
|
|
|
$
|
35,228
|
|
|
$
|
61,062
|
|
Operating expenses
|
833,221
|
|
|
817,428
|
|
|
791,947
|
|
|
15,793
|
|
|
25,481
|
|
|||||
Operating income
|
439,584
|
|
|
420,149
|
|
|
384,568
|
|
|
19,435
|
|
|
35,581
|
|
|||||
Miscellaneous income (expense)
|
455
|
|
|
(377
|
)
|
|
(381
|
)
|
|
832
|
|
|
4
|
|
|||||
Interest charges
|
79,404
|
|
|
84,132
|
|
|
94,918
|
|
|
(4,728
|
)
|
|
(10,786
|
)
|
|||||
Income before income taxes
|
360,635
|
|
|
335,640
|
|
|
289,269
|
|
|
24,995
|
|
|
46,371
|
|
|||||
Income tax expense
|
128,265
|
|
|
130,827
|
|
|
117,684
|
|
|
(2,562
|
)
|
|
13,143
|
|
|||||
Net Income
|
$
|
232,370
|
|
|
$
|
204,813
|
|
|
$
|
171,585
|
|
|
$
|
27,557
|
|
|
$
|
33,228
|
|
Consolidated regulated distribution sales volumes — MMcf
|
242,589
|
|
|
293,350
|
|
|
317,320
|
|
|
(50,761
|
)
|
|
(23,970
|
)
|
|||||
Consolidated regulated distribution transportation volumes — MMcf
|
133,378
|
|
|
135,972
|
|
|
134,483
|
|
|
(2,594
|
)
|
|
1,489
|
|
|||||
Total consolidated regulated distribution throughput — MMcf
|
375,967
|
|
|
429,322
|
|
|
451,803
|
|
|
(53,355
|
)
|
|
(22,481
|
)
|
|||||
Consolidated regulated distribution average cost of gas per Mcf sold
|
$
|
4.20
|
|
|
$
|
5.20
|
|
|
$
|
5.94
|
|
|
$
|
(1.00
|
)
|
|
$
|
(0.74
|
)
|
•
|
a $47.5 million net increase in rate adjustments. Our Mid-Tex Division accounted for $20.9 million of this increase. We also experienced increases in our Mississippi and West Texas Divisions.
|
•
|
The impact of weather that was 25 percent warmer than the prior year, before adjusting for weather normalization mechanisms. Therefore, although sales volumes declined 17 percent, gross margin experienced just a $3.4 million decline from lower consumption.
|
•
|
Customer growth, primarily in our Mid-Tex, Louisiana and Tennessee service areas, which contributed an incremental $6.6 million.
|
•
|
a $15.4 million decrease in revenue-related taxes primarily in our Mid-Tex and West Texas Divisions, offset by a corresponding $16.1 million decrease in the related tax expense.
|
•
|
a $70.6 million net increase in rate adjustments, primarily in our Mid-Tex, West Texas, Kentucky/Mid-States and Colorado-Kansas Divisions.
|
•
|
a $4.5 million increase in transportation revenue. Transportation volumes increased one percent due to increased economic activity experienced in our Kentucky/Mid-States Division and increased consumption in our West Texas Division due to colder than normal weather.
|
•
|
a $10.5 million decrease in consumption associated with an eight percent decrease in sales volumes. Fiscal 2015 weather was ten percent warmer compared to fiscal 2014, before adjusting for weather normalization mechanisms.
|
•
|
a $2.5 million decrease in revenue-related taxes primarily in our Mid-Tex Division.
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Mid-Tex
|
$
|
211,578
|
|
|
$
|
197,559
|
|
|
$
|
187,265
|
|
|
$
|
14,019
|
|
|
$
|
10,294
|
|
Kentucky/Mid-States
|
62,413
|
|
|
59,233
|
|
|
55,968
|
|
|
3,180
|
|
|
3,265
|
|
|||||
Louisiana
|
52,223
|
|
|
51,001
|
|
|
56,648
|
|
|
1,222
|
|
|
(5,647
|
)
|
|||||
West Texas
|
41,322
|
|
|
37,180
|
|
|
29,250
|
|
|
4,142
|
|
|
7,930
|
|
|||||
Mississippi
|
37,559
|
|
|
34,333
|
|
|
28,473
|
|
|
3,226
|
|
|
5,860
|
|
|||||
Colorado-Kansas
|
31,998
|
|
|
28,720
|
|
|
28,077
|
|
|
3,278
|
|
|
643
|
|
|||||
Other
|
2,491
|
|
|
12,123
|
|
|
(1,113
|
)
|
|
(9,632
|
)
|
|
13,236
|
|
|||||
Total
|
$
|
439,584
|
|
|
$
|
420,149
|
|
|
$
|
384,568
|
|
|
$
|
19,435
|
|
|
$
|
35,581
|
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
|
(In thousands, unless otherwise noted)
|
||||||||||||||||||
Mid-Tex Division transportation
|
$
|
308,621
|
|
|
$
|
264,059
|
|
|
$
|
227,230
|
|
|
$
|
44,562
|
|
|
$
|
36,829
|
|
Third-party transportation
|
85,996
|
|
|
94,893
|
|
|
76,109
|
|
|
(8,897
|
)
|
|
18,784
|
|
|||||
Storage and park and lend services
|
3,783
|
|
|
3,575
|
|
|
5,344
|
|
|
208
|
|
|
(1,769
|
)
|
|||||
Other
|
10,433
|
|
|
7,585
|
|
|
9,776
|
|
|
2,848
|
|
|
(2,191
|
)
|
|||||
Gross profit
|
408,833
|
|
|
370,112
|
|
|
318,459
|
|
|
38,721
|
|
|
51,653
|
|
|||||
Operating expenses
|
209,399
|
|
|
188,845
|
|
|
145,640
|
|
|
20,554
|
|
|
43,205
|
|
|||||
Operating income
|
199,434
|
|
|
181,267
|
|
|
172,819
|
|
|
18,167
|
|
|
8,448
|
|
|||||
Miscellaneous expense
|
(1,683
|
)
|
|
(1,243
|
)
|
|
(3,181
|
)
|
|
(440
|
)
|
|
1,938
|
|
|||||
Interest charges
|
36,574
|
|
|
33,151
|
|
|
36,280
|
|
|
3,423
|
|
|
(3,129
|
)
|
|||||
Income before income taxes
|
161,177
|
|
|
146,873
|
|
|
133,358
|
|
|
14,304
|
|
|
13,515
|
|
|||||
Income tax expense
|
59,488
|
|
|
52,211
|
|
|
47,167
|
|
|
7,277
|
|
|
5,044
|
|
|||||
Net income
|
$
|
101,689
|
|
|
$
|
94,662
|
|
|
$
|
86,191
|
|
|
$
|
7,027
|
|
|
$
|
8,471
|
|
Gross pipeline transportation volumes — MMcf
|
677,001
|
|
|
738,532
|
|
|
714,464
|
|
|
(61,531
|
)
|
|
24,068
|
|
|||||
Consolidated pipeline transportation volumes — MMcf
|
505,188
|
|
|
528,068
|
|
|
493,360
|
|
|
(22,880
|
)
|
|
34,708
|
|
•
|
The demand for natural gas. Higher prices may cause customers to conserve or use alternative energy sources. Conversely, lower prices could cause customers such as electric power generators to switch from alternative energy sources to natural gas.
|
•
|
Collection of accounts receivable from customers, which could affect the level of bad debt expense recognized by this segment.
|
•
|
The level of borrowings under our credit facilities, which affects the amount of interest expense recognized by this segment.
|
•
|
Price volatility influences basis differentials, which provide opportunities to profit from identifying the lowest cost alternative among the natural gas supplies, transportation and markets to which we have access.
|
•
|
Increased or decreased volatility impacts the amounts of unrealized margins recorded in our gross profit and could impact the amount of cash required to collateralize our risk management liabilities.
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
|
(In thousands, unless otherwise noted)
|
||||||||||||||||||
Realized margins
|
|
|
|
|
|
|
|
|
|
||||||||||
Gas delivery and related services
|
$
|
46,664
|
|
|
$
|
48,930
|
|
|
$
|
39,529
|
|
|
$
|
(2,266
|
)
|
|
$
|
9,401
|
|
Storage and transportation services
|
13,395
|
|
|
13,575
|
|
|
14,696
|
|
|
(180
|
)
|
|
(1,121
|
)
|
|||||
Other
|
2,470
|
|
|
12,755
|
|
|
24,170
|
|
|
(10,285
|
)
|
|
(11,415
|
)
|
|||||
Total realized margins
|
62,529
|
|
|
75,260
|
|
|
78,395
|
|
|
(12,731
|
)
|
|
(3,135
|
)
|
|||||
Unrealized margins
|
1,261
|
|
|
(2,400
|
)
|
|
9,560
|
|
|
3,661
|
|
|
(11,960
|
)
|
|||||
Gross profit
|
63,790
|
|
|
72,860
|
|
|
87,955
|
|
|
(9,070
|
)
|
|
(15,095
|
)
|
|||||
Operating expenses
|
34,790
|
|
|
42,881
|
|
|
33,993
|
|
|
(8,091
|
)
|
|
8,888
|
|
|||||
Operating income
|
29,000
|
|
|
29,979
|
|
|
53,962
|
|
|
(979
|
)
|
|
(23,983
|
)
|
|||||
Miscellaneous income (expense)
|
1,443
|
|
|
(760
|
)
|
|
2,216
|
|
|
2,203
|
|
|
(2,976
|
)
|
|||||
Interest charges
|
1,778
|
|
|
967
|
|
|
1,986
|
|
|
811
|
|
|
(1,019
|
)
|
|||||
Income before income taxes
|
28,665
|
|
|
28,252
|
|
|
54,192
|
|
|
413
|
|
|
(25,940
|
)
|
|||||
Income tax expense
|
12,620
|
|
|
12,652
|
|
|
22,151
|
|
|
(32
|
)
|
|
(9,499
|
)
|
|||||
Net income
|
$
|
16,045
|
|
|
$
|
15,600
|
|
|
$
|
32,041
|
|
|
$
|
445
|
|
|
$
|
(16,441
|
)
|
Gross nonregulated delivered gas sales volumes — MMcf
|
387,379
|
|
|
410,044
|
|
|
439,014
|
|
|
(22,665
|
)
|
|
(28,970
|
)
|
|||||
Consolidated nonregulated delivered gas sales volumes — MMcf
|
341,597
|
|
|
351,427
|
|
|
377,441
|
|
|
(9,830
|
)
|
|
(26,014
|
)
|
|||||
Net physical position (Bcf)
|
19.2
|
|
|
14.6
|
|
|
9.3
|
|
|
4.6
|
|
|
5.3
|
|
•
|
A
$10.3 million
decrease in other realized margins. As a result of warmer weather, we modified storage positions to meet customer needs throughout the winter and captured less favorable spread values on the related supply repurchases. Additionally, we experienced an increase in storage demand fees related primarily to higher park and loan activity.
|
•
|
A
$2.3 million
decrease in gas delivery and related services margins, primarily due to a three percent decrease in consolidated sales volumes due to warmer weather. However, lower net transportation costs and other variable costs driven by fewer deliveries resulted in per-unit margins of 12 cents per Mcf, which is consistent with prior year per-unit margins.
|
•
|
An
$11.4 million
decrease in other realized margins primarily due to lower natural gas price volatility. In fiscal 2014, strong market demand caused by significantly colder-than-normal weather resulted in increased market volatility. These market conditions created the opportunity to accelerate physical withdrawals that had been planned for future periods in the fiscal 2014 second quarter to capture incremental gross profit margin. Market conditions in fiscal 2015 were less volatile than fiscal 2014, which provided fewer opportunities to capture incremental gross profit.
|
•
|
A
$9.4 million
increase in gas delivery and related services margins, primarily due to an increase in per-unit margins from 9 cents to 12 cents per Mcf, partially offset by a seven percent decrease in consolidated sales volumes. AEH elected not to renew excess transportation capacity in certain markets in late fiscal 2014 and early fiscal 2015. As a result, AEH experienced fewer deliveries to low-margin marketing and power generation customers during fiscal 2015, which was the primary driver for the decrease in consolidated sales volumes and higher per-unit margins.
|
|
September 30
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
(In thousands, except percentages)
|
||||||||||||
Short-term debt
|
$
|
829,811
|
|
|
12.3
|
%
|
|
$
|
457,927
|
|
|
7.5
|
%
|
Long-term debt
(1)
|
2,438,779
|
|
|
36.2
|
%
|
|
2,437,515
|
|
|
40.0
|
%
|
||
Shareholders’ equity
|
3,463,059
|
|
|
51.5
|
%
|
|
3,194,797
|
|
|
52.5
|
%
|
||
Total capitalization, including short-term debt
|
$
|
6,731,649
|
|
|
100.0
|
%
|
|
$
|
6,090,239
|
|
|
100.0
|
%
|
(1)
|
Net of $17.0 million and $17.9 million of unamortized debt issuance costs which were reclassified from deferred charges and other assets to long-term debt on the September 30, 2016 and 2015 consolidated balance sheets, as discussed in Note
2
.
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Total cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
794,990
|
|
|
$
|
811,914
|
|
|
$
|
732,813
|
|
|
$
|
(16,924
|
)
|
|
$
|
79,101
|
|
Investing activities
|
(1,079,732
|
)
|
|
(956,602
|
)
|
|
(824,979
|
)
|
|
(123,130
|
)
|
|
(131,623
|
)
|
|||||
Financing activities
|
303,623
|
|
|
131,083
|
|
|
68,225
|
|
|
172,540
|
|
|
62,858
|
|
|||||
Change in cash and cash equivalents
|
18,881
|
|
|
(13,605
|
)
|
|
(23,941
|
)
|
|
32,486
|
|
|
10,336
|
|
|||||
Cash and cash equivalents at beginning of period
|
28,653
|
|
|
42,258
|
|
|
66,199
|
|
|
(13,605
|
)
|
|
(23,941
|
)
|
|||||
Cash and cash equivalents at end of period
|
$
|
47,534
|
|
|
$
|
28,653
|
|
|
$
|
42,258
|
|
|
$
|
18,881
|
|
|
$
|
(13,605
|
)
|
•
|
A $69.5 million increase in capital spending in our regulated distribution segment, which reflects the repair and replacement of our transmission and distribution pipelines as part of a planned increase in safety and reliability investment in fiscal 2016, the installation and replacement of measurement and regulating equipment and other pipeline integrity projects.
|
•
|
A $54.8 million increase in capital spending in our regulated pipeline segment, primarily related to the enhancement and fortification of two storage fields to ensure the reliability of gas service to our Mid-Tex Division.
|
•
|
A $96.2 million increase in capital spending in our regulated distribution segment, which primarily reflects a planned increase in safety and reliability investment in fiscal 2015.
|
•
|
A $43.4 million increase in capital spending in our regulated pipeline segment, primarily related to the enhancement and fortification of two storage fields to ensure the reliability of gas service to our Mid-Tex Division.
|
|
For the Fiscal Year Ended September 30
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Shares issued:
|
|
|
|
|
|
|||
Direct Stock Purchase Plan
|
133,133
|
|
|
176,391
|
|
|
83,150
|
|
Retirement Savings Plan
|
359,414
|
|
|
398,047
|
|
|
—
|
|
1998 Long-Term Incentive Plan
|
598,439
|
|
|
664,752
|
|
|
653,130
|
|
Outside Directors Stock-For-Fee Plan
|
—
|
|
|
—
|
|
|
1,735
|
|
February 2014 Offering
|
—
|
|
|
—
|
|
|
9,200,000
|
|
At-the-Market (ATM) Equity Sales Program
|
1,360,756
|
|
|
—
|
|
|
—
|
|
Total shares issued
|
2,451,742
|
|
|
1,239,190
|
|
|
9,938,015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S&P
|
|
|
Moody’s
|
|
|
Fitch
|
|
|||
Senior unsecured long-term debt
|
|
A
|
|
|
A2
|
|
|
A
|
|
|||
Short-term debt
|
|
A-1
|
|
|
P-1
|
|
|
F-2
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5
years
|
||||||||||
|
|
|
|
|
(In thousands)
|
|
|
|
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(1)
|
$
|
2,460,000
|
|
|
$
|
250,000
|
|
|
$
|
450,000
|
|
|
$
|
—
|
|
|
$
|
1,760,000
|
|
Short-term debt
(1)
|
829,811
|
|
|
829,811
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest charges
(2)
|
2,112,610
|
|
|
135,518
|
|
|
227,809
|
|
|
172,134
|
|
|
1,577,149
|
|
|||||
Operating leases
(3)
|
125,875
|
|
|
17,073
|
|
|
32,274
|
|
|
28,814
|
|
|
47,714
|
|
|||||
Demand fees for contracted storage
(4)
|
6,670
|
|
|
4,865
|
|
|
1,590
|
|
|
215
|
|
|
—
|
|
|||||
Demand fees for contracted transportation
(5)
|
6,560
|
|
|
4,200
|
|
|
1,170
|
|
|
512
|
|
|
678
|
|
|||||
Financial instrument obligations
(6)
|
240,819
|
|
|
56,771
|
|
|
184,048
|
|
|
—
|
|
|
—
|
|
|||||
Pension and postretirement benefit plan contributions
(7)
|
407,359
|
|
|
52,410
|
|
|
62,497
|
|
|
83,377
|
|
|
209,075
|
|
|||||
Uncertain tax positions (including interest)
(8)
|
20,298
|
|
|
—
|
|
|
20,298
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
6,210,002
|
|
|
$
|
1,350,648
|
|
|
$
|
979,686
|
|
|
$
|
285,052
|
|
|
$
|
3,594,616
|
|
(1)
|
See Note
5
to the consolidated financial statements.
|
(2)
|
Interest charges were calculated using the effective rate for each debt issuance.
|
(3)
|
See Note
10
to the consolidated financial statements.
|
(4)
|
Represents third party contractual demand fees for contracted storage in our nonregulated segment. Contractual demand fees for contracted storage for our regulated distribution segment are excluded as these costs are fully recoverable through our purchase gas adjustment mechanisms.
|
(5)
|
Represents third party contractual demand fees for transportation in our nonregulated segment.
|
(6)
|
Represents liabilities for natural gas commodity and interest rate financial instruments that were valued as of
September 30, 2016
. The ultimate settlement amounts of these remaining liabilities are unknown because they are subject to continuing market risk until the financial instruments are settled.
|
(7)
|
Represents expected contributions to our pension and postretirement benefit plans, which are discussed in Note
7
to the consolidated financial statements.
|
(8)
|
Represents liabilities associated with uncertain tax positions claimed or expected to be claimed on tax returns.
|
Fair value of contracts at September 30, 2015
|
$
|
(119,361
|
)
|
Contracts realized/settled
|
(20,847
|
)
|
|
Fair value of new contracts
|
4,811
|
|
|
Other changes in value
|
(126,241
|
)
|
|
Fair value of contracts at September 30, 2016
|
(261,638
|
)
|
|
Netting of cash collateral
|
25,670
|
|
|
Cash collateral and fair value of contracts at September 30, 2016
|
$
|
(235,968
|
)
|
|
Fair Value of Contracts at September 30, 2016
|
||||||||||||||||||
|
Maturity in years
|
|
|
||||||||||||||||
Source of Fair Value
|
Less
than 1
|
|
1-3
|
|
4-5
|
|
Greater
than 5
|
|
Total
Fair
Value
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Prices actively quoted
|
$
|
(65,452
|
)
|
|
$
|
(196,186
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(261,638
|
)
|
Prices based on models and other valuation methods
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Fair Value
|
$
|
(65,452
|
)
|
|
$
|
(196,186
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(261,638
|
)
|
|
|
||
Fair value of contracts at September 30, 2015
|
$
|
(34,620
|
)
|
Contracts realized/settled
|
25,958
|
|
|
Fair value of new contracts
|
—
|
|
|
Other changes in value
|
(9,243
|
)
|
|
Fair value of contracts at September 30, 2016
|
(17,905
|
)
|
|
Netting of cash collateral
|
24,680
|
|
|
Cash collateral and fair value of contracts at September 30, 2016
|
$
|
6,775
|
|
|
Fair Value of Contracts at September 30, 2016
|
||||||||||||||||||
|
Maturity in years
|
|
|
||||||||||||||||
Source of Fair Value
|
Less
than 1
|
|
1-3
|
|
4-5
|
|
Greater
than 5
|
|
Total Fair
Value
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Prices actively quoted
|
$
|
(15,946
|
)
|
|
$
|
(1,418
|
)
|
|
$
|
(541
|
)
|
|
$
|
—
|
|
|
$
|
(17,905
|
)
|
Prices based on models and other valuation methods
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Fair Value
|
$
|
(15,946
|
)
|
|
$
|
(1,418
|
)
|
|
$
|
(541
|
)
|
|
$
|
—
|
|
|
$
|
(17,905
|
)
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
ITEM 8.
|
Financial Statements and Supplementary Data.
|
|
Page
|
Financial statements and supplementary data:
|
|
Consolidated balance sheets at September 30, 2016 and 2015
|
|
Consolidated statements of income for the years ended September 30, 2016, 2015 and 2014
|
|
Consolidated statements of comprehensive income for the years ended September 30, 2016, 2015 and 2014
|
|
Consolidated statements of shareholders' equity for the years ended September 30, 2016, 2015 and 2014
|
|
Consolidated statements of cash flow for the years ended September 30, 2016, 2015 and 2014
|
|
Financial statement schedule for the years ended September 30, 2016, 2015 and 2014
|
|
|
September 30
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands,
except share data)
|
||||||
ASSETS
|
|
|
|
||||
Property, plant and equipment
|
$
|
9,987,078
|
|
|
$
|
8,959,702
|
|
Construction in progress
|
184,062
|
|
|
280,398
|
|
||
|
10,171,140
|
|
|
9,240,100
|
|
||
Less accumulated depreciation and amortization
|
1,890,629
|
|
|
1,809,520
|
|
||
Net property, plant and equipment
|
8,280,511
|
|
|
7,430,580
|
|
||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
47,534
|
|
|
28,653
|
|
||
Accounts receivable, less allowance for doubtful accounts of $13,367 in 2016 and $15,283 in 2015
|
300,007
|
|
|
295,160
|
|
||
Gas stored underground
|
233,316
|
|
|
236,603
|
|
||
Other current assets
|
100,829
|
|
|
65,890
|
|
||
Total current assets
|
681,686
|
|
|
626,306
|
|
||
Goodwill
|
743,407
|
|
|
742,702
|
|
||
Deferred charges and other assets
|
305,285
|
|
|
275,484
|
|
||
|
$
|
10,010,889
|
|
|
$
|
9,075,072
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
||||
Common stock, no par value (stated at $.005 per share);
200,000,000 shares authorized; issued and outstanding:
2016 — 103,930,560 shares, 2015 — 101,478,818 shares
|
$
|
520
|
|
|
$
|
507
|
|
Additional paid-in capital
|
2,388,027
|
|
|
2,230,591
|
|
||
Accumulated other comprehensive loss
|
(188,022
|
)
|
|
(109,330
|
)
|
||
Retained earnings
|
1,262,534
|
|
|
1,073,029
|
|
||
Shareholders’ equity
|
3,463,059
|
|
|
3,194,797
|
|
||
Long-term debt
|
2,188,779
|
|
|
2,437,515
|
|
||
Total capitalization
|
5,651,838
|
|
|
5,632,312
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
259,434
|
|
|
238,942
|
|
||
Other current liabilities
|
449,036
|
|
|
457,954
|
|
||
Short-term debt
|
829,811
|
|
|
457,927
|
|
||
Current maturities of long-term debt
|
250,000
|
|
|
—
|
|
||
Total current liabilities
|
1,788,281
|
|
|
1,154,823
|
|
||
Deferred income taxes
|
1,603,056
|
|
|
1,411,315
|
|
||
Regulatory cost of removal obligation
|
424,281
|
|
|
427,553
|
|
||
Pension and postretirement liabilities
|
297,743
|
|
|
287,373
|
|
||
Deferred credits and other liabilities
|
245,690
|
|
|
161,696
|
|
||
|
$
|
10,010,889
|
|
|
$
|
9,075,072
|
|
|
Year Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Operating revenues
|
|
|
|
|
|
||||||
Regulated distribution segment
|
$
|
2,291,866
|
|
|
$
|
2,763,835
|
|
|
$
|
3,061,546
|
|
Regulated pipeline segment
|
408,833
|
|
|
370,112
|
|
|
318,459
|
|
|||
Nonregulated segment
|
1,066,363
|
|
|
1,472,209
|
|
|
2,067,292
|
|
|||
Intersegment eliminations
|
(417,113
|
)
|
|
(464,020
|
)
|
|
(506,381
|
)
|
|||
|
3,349,949
|
|
|
4,142,136
|
|
|
4,940,916
|
|
|||
Purchased gas cost
|
|
|
|
|
|
||||||
Regulated distribution segment
|
1,019,061
|
|
|
1,526,258
|
|
|
1,885,031
|
|
|||
Regulated pipeline segment
|
—
|
|
|
—
|
|
|
—
|
|
|||
Nonregulated segment
|
1,002,573
|
|
|
1,399,349
|
|
|
1,979,337
|
|
|||
Intersegment eliminations
|
(416,581
|
)
|
|
(463,488
|
)
|
|
(505,878
|
)
|
|||
|
1,605,053
|
|
|
2,462,119
|
|
|
3,358,490
|
|
|||
Gross profit
|
1,744,896
|
|
|
1,680,017
|
|
|
1,582,426
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Operation and maintenance
|
560,766
|
|
|
541,868
|
|
|
505,154
|
|
|||
Depreciation and amortization
|
293,096
|
|
|
274,796
|
|
|
253,987
|
|
|||
Taxes, other than income
|
223,016
|
|
|
231,958
|
|
|
211,936
|
|
|||
Total operating expenses
|
1,076,878
|
|
|
1,048,622
|
|
|
971,077
|
|
|||
Operating income
|
668,018
|
|
|
631,395
|
|
|
611,349
|
|
|||
Miscellaneous expense, net
|
(1,593
|
)
|
|
(4,389
|
)
|
|
(5,235
|
)
|
|||
Interest charges
|
115,948
|
|
|
116,241
|
|
|
129,295
|
|
|||
Income before income taxes
|
550,477
|
|
|
510,765
|
|
|
476,819
|
|
|||
Income tax expense
|
200,373
|
|
|
195,690
|
|
|
187,002
|
|
|||
Net income
|
$
|
350,104
|
|
|
$
|
315,075
|
|
|
$
|
289,817
|
|
Basic net income per share
|
$
|
3.38
|
|
|
$
|
3.09
|
|
|
$
|
2.96
|
|
Diluted net income per share
|
$
|
3.38
|
|
|
$
|
3.09
|
|
|
$
|
2.96
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
103,524
|
|
|
101,892
|
|
|
97,606
|
|
|||
Diluted
|
103,524
|
|
|
101,892
|
|
|
97,608
|
|
|
Year Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
350,104
|
|
|
$
|
315,075
|
|
|
$
|
289,817
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Net unrealized holding gains (losses) on available-for-sale securities, net of tax of $(245), $(1,559) and $1,199
|
(465
|
)
|
|
(2,713
|
)
|
|
2,214
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Amortization and unrealized loss on interest rate agreements, net of tax of $(56,723), $(40,501) and $(32,353)
|
(98,682
|
)
|
|
(70,461
|
)
|
|
(56,287
|
)
|
|||
Net unrealized gains (losses) on commodity cash flow hedges, net of tax of $13,078, $(15,193) and $1,791
|
20,455
|
|
|
(23,763
|
)
|
|
2,802
|
|
|||
Total other comprehensive loss
|
(78,692
|
)
|
|
(96,937
|
)
|
|
(51,271
|
)
|
|||
Total comprehensive income
|
$
|
271,412
|
|
|
$
|
218,138
|
|
|
$
|
238,546
|
|
|
Common stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive Income
(Loss)
|
|
Retained
Earnings
|
|
Total
|
|||||||||||||
|
Number of
Shares
|
|
Stated
Value
|
|
||||||||||||||||||
|
(In thousands, except share and per share data)
|
|||||||||||||||||||||
Balance, September 30, 2013
|
90,640,211
|
|
|
$
|
453
|
|
|
$
|
1,765,811
|
|
|
$
|
38,878
|
|
|
$
|
775,267
|
|
|
$
|
2,580,409
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
289,817
|
|
|
289,817
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,271
|
)
|
|
—
|
|
|
(51,271
|
)
|
|||||
Repurchase of equity awards
|
(190,134
|
)
|
|
(1
|
)
|
|
(8,716
|
)
|
|
—
|
|
|
—
|
|
|
(8,717
|
)
|
|||||
Cash dividends ($1.48 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(146,248
|
)
|
|
(146,248
|
)
|
|||||
Common stock issued:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Public offering
|
9,200,000
|
|
|
46
|
|
|
390,159
|
|
|
—
|
|
|
—
|
|
|
390,205
|
|
|||||
Direct stock purchase plan
|
83,150
|
|
|
1
|
|
|
4,066
|
|
|
—
|
|
|
—
|
|
|
4,067
|
|
|||||
1998 Long-term incentive plan
|
653,130
|
|
|
3
|
|
|
5,214
|
|
|
—
|
|
|
(864
|
)
|
|
4,353
|
|
|||||
Employee stock-based compensation
|
—
|
|
|
—
|
|
|
23,536
|
|
|
—
|
|
|
—
|
|
|
23,536
|
|
|||||
Outside directors stock-for-fee plan
|
1,735
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|||||
Balance, September 30, 2014
|
100,388,092
|
|
|
502
|
|
|
2,180,151
|
|
|
(12,393
|
)
|
|
917,972
|
|
|
3,086,232
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
315,075
|
|
|
315,075
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(96,937
|
)
|
|
—
|
|
|
(96,937
|
)
|
|||||
Repurchase of equity awards
|
(148,464
|
)
|
|
(1
|
)
|
|
(7,984
|
)
|
|
—
|
|
|
—
|
|
|
(7,985
|
)
|
|||||
Cash dividends ($1.56 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(160,018
|
)
|
|
(160,018
|
)
|
|||||
Common stock issued:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Direct stock purchase plan
|
176,391
|
|
|
1
|
|
|
10,625
|
|
|
—
|
|
|
—
|
|
|
10,626
|
|
|||||
Retirement savings plan
|
398,047
|
|
|
2
|
|
|
20,324
|
|
|
—
|
|
|
—
|
|
|
20,326
|
|
|||||
1998 Long-term incentive plan
|
664,752
|
|
|
3
|
|
|
2,263
|
|
|
—
|
|
|
—
|
|
|
2,266
|
|
|||||
Employee stock-based compensation
|
—
|
|
|
—
|
|
|
25,212
|
|
|
—
|
|
|
—
|
|
|
25,212
|
|
|||||
Balance, September 30, 2015
|
101,478,818
|
|
|
507
|
|
|
2,230,591
|
|
|
(109,330
|
)
|
|
1,073,029
|
|
|
3,194,797
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
350,104
|
|
|
350,104
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,692
|
)
|
|
—
|
|
|
(78,692
|
)
|
|||||
Cash dividends ($1.68 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175,126
|
)
|
|
(175,126
|
)
|
|||||
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,527
|
|
|
14,527
|
|
|||||
Common stock issued:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Public offering
|
1,360,756
|
|
|
7
|
|
|
98,567
|
|
|
—
|
|
|
—
|
|
|
98,574
|
|
|||||
Direct stock purchase plan
|
133,133
|
|
|
1
|
|
|
9,228
|
|
|
—
|
|
|
—
|
|
|
9,229
|
|
|||||
Retirement savings plan
|
359,414
|
|
|
2
|
|
|
25,047
|
|
|
—
|
|
|
—
|
|
|
25,049
|
|
|||||
1998 Long-term incentive plan
|
598,439
|
|
|
3
|
|
|
3,175
|
|
|
—
|
|
|
—
|
|
|
3,178
|
|
|||||
Employee stock-based compensation
|
—
|
|
|
—
|
|
|
21,419
|
|
|
—
|
|
|
—
|
|
|
21,419
|
|
|||||
Balance, September 30, 2016
|
103,930,560
|
|
|
$
|
520
|
|
|
$
|
2,388,027
|
|
|
$
|
(188,022
|
)
|
|
$
|
1,262,534
|
|
|
$
|
3,463,059
|
|
|
Year Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
350,104
|
|
|
$
|
315,075
|
|
|
$
|
289,817
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
293,096
|
|
|
274,796
|
|
|
253,987
|
|
|||
Deferred income taxes
|
193,556
|
|
|
192,886
|
|
|
189,952
|
|
|||
Stock-based compensation
|
14,760
|
|
|
15,980
|
|
|
14,721
|
|
|||
Debt financing costs
|
5,667
|
|
|
5,922
|
|
|
9,409
|
|
|||
Other
|
1,019
|
|
|
359
|
|
|
541
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
(4,847
|
)
|
|
48,240
|
|
|
(41,408
|
)
|
|||
(Increase) decrease in gas stored underground
|
20,577
|
|
|
33,234
|
|
|
(31,996
|
)
|
|||
Increase in other current assets
|
(18,739
|
)
|
|
(11,951
|
)
|
|
(24,411
|
)
|
|||
(Increase) decrease in deferred charges and other assets
|
(24,860
|
)
|
|
51,614
|
|
|
28,875
|
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
(5,195
|
)
|
|
(59,112
|
)
|
|
60,465
|
|
|||
Increase (decrease) in other current liabilities
|
(44,482
|
)
|
|
896
|
|
|
2,413
|
|
|||
Increase (decrease) in deferred credits and other liabilities
|
14,334
|
|
|
(56,025
|
)
|
|
(19,552
|
)
|
|||
Net cash provided by operating activities
|
794,990
|
|
|
811,914
|
|
|
732,813
|
|
|||
CASH FLOWS USED IN INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(1,086,950
|
)
|
|
(963,621
|
)
|
|
(824,441
|
)
|
|||
Purchases of available-for-sale securities
|
(32,551
|
)
|
|
(29,527
|
)
|
|
(32,734
|
)
|
|||
Proceeds from sale of available-for-sale securities
|
27,019
|
|
|
24,889
|
|
|
24,872
|
|
|||
Maturities of available-for-sale securities
|
6,290
|
|
|
6,235
|
|
|
5,215
|
|
|||
Other, net
|
6,460
|
|
|
5,422
|
|
|
2,109
|
|
|||
Net cash used in investing activities
|
(1,079,732
|
)
|
|
(956,602
|
)
|
|
(824,979
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net increase (decrease) in short-term debt
|
371,884
|
|
|
261,232
|
|
|
(171,289
|
)
|
|||
Proceeds from issuance of long-term debt, net of discount
|
—
|
|
|
499,060
|
|
|
—
|
|
|||
Net proceeds from equity offering
|
98,574
|
|
|
—
|
|
|
390,205
|
|
|||
Issuance of common stock through stock purchase and employee retirement plans
|
34,278
|
|
|
30,952
|
|
|
4,274
|
|
|||
Settlement of interest rate agreements
|
—
|
|
|
13,364
|
|
|
—
|
|
|||
Interest rate agreements cash collateral
|
(25,670
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt
|
—
|
|
|
(500,000
|
)
|
|
—
|
|
|||
Cash dividends paid
|
(175,126
|
)
|
|
(160,018
|
)
|
|
(146,248
|
)
|
|||
Repurchase of equity awards
|
—
|
|
|
(7,985
|
)
|
|
(8,717
|
)
|
|||
Other
|
(317
|
)
|
|
(5,522
|
)
|
|
—
|
|
|||
Net cash provided by financing activities
|
303,623
|
|
|
131,083
|
|
|
68,225
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
18,881
|
|
|
(13,605
|
)
|
|
(23,941
|
)
|
|||
Cash and cash equivalents at beginning of year
|
28,653
|
|
|
42,258
|
|
|
66,199
|
|
|||
Cash and cash equivalents at end of year
|
$
|
47,534
|
|
|
$
|
28,653
|
|
|
$
|
42,258
|
|
CASH PAID (RECEIVED) DURING THE PERIOD FOR:
|
|
|
|
|
|
||||||
Interest
|
$
|
154,748
|
|
|
$
|
151,334
|
|
|
$
|
156,606
|
|
Income taxes
|
$
|
7,794
|
|
|
$
|
1,802
|
|
|
$
|
(610
|
)
|
Division
|
|
Service Area
|
Atmos Energy Colorado-Kansas Division
|
|
Colorado, Kansas
|
Atmos Energy Kentucky/Mid-States Division
|
|
Kentucky, Tennessee, Virginia
(1)
|
Atmos Energy Louisiana Division
|
|
Louisiana
|
Atmos Energy Mid-Tex Division
|
|
Texas, including the Dallas/Fort Worth metropolitan area
|
Atmos Energy Mississippi Division
|
|
Mississippi
|
Atmos Energy West Texas Division
|
|
West Texas
|
(1)
|
Denotes location where we have more limited service areas.
|
|
September 30
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Regulatory assets:
|
|
|
|
||||
Pension and postretirement benefit costs
(1)
|
$
|
132,348
|
|
|
$
|
121,183
|
|
Infrastructure Mechanisms
(2)
|
42,719
|
|
|
32,813
|
|
||
Deferred gas costs
|
45,184
|
|
|
9,715
|
|
||
Recoverable loss on reacquired debt
|
13,761
|
|
|
16,319
|
|
||
Deferred pipeline record collection costs
|
7,336
|
|
|
3,118
|
|
||
APT annual adjustment mechanism
|
7,171
|
|
|
1,002
|
|
||
Rate case costs
|
1,539
|
|
|
1,533
|
|
||
Other
|
13,565
|
|
|
6,656
|
|
||
|
$
|
263,623
|
|
|
$
|
192,339
|
|
Regulatory liabilities:
|
|
|
|
||||
Regulatory cost of removal obligation
|
$
|
476,891
|
|
|
$
|
483,676
|
|
Deferred gas costs
|
20,180
|
|
|
28,100
|
|
||
Asset retirement obligation
|
13,404
|
|
|
9,063
|
|
||
Other
|
4,250
|
|
|
3,693
|
|
||
|
$
|
514,725
|
|
|
$
|
524,532
|
|
(1)
|
Includes
$12.4 million
and
$16.6 million
of pension and postretirement expense deferred pursuant to regulatory authorization.
|
(2)
|
Infrastructure mechanisms in Texas and Louisiana allow for the deferral of all eligible expenses associated with capital expenditures incurred pursuant to these rules, including the recording of interest on the deferred expenses until the next rate proceeding (rate case or annual rate filing), at which time investment and costs would be recovered through base rates.
|
•
|
Recognition of all excess tax benefits and tax deficiencies associated with stock-based compensation as income tax expense or benefit in the income statement in the period the awards vest. The guidance also requires these income tax inflows and outflows to be classified as an operating activity.
|
•
|
Simplification of the accounting for forfeitures.
|
•
|
Clarification that cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity.
|
•
|
The
regulated distribution segment
, includes our regulated distribution and related sales operations.
|
•
|
The
regulated pipeline segment
, includes the regulated pipeline and storage operations of our Atmos Pipeline — Texas Division.
|
•
|
The
nonregulated segment
, is comprised of our nonregulated natural gas management, nonregulated natural gas transmission, storage and other services.
|
|
Year Ended September 30, 2016
|
||||||||||||||||||
|
Regulated
Distribution
|
|
Regulated
Pipeline
|
|
Nonregulated
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating revenues from external parties
|
$
|
2,284,185
|
|
|
$
|
104,007
|
|
|
$
|
961,757
|
|
|
$
|
—
|
|
|
$
|
3,349,949
|
|
Intersegment revenues
|
7,681
|
|
|
304,826
|
|
|
104,606
|
|
|
(417,113
|
)
|
|
—
|
|
|||||
|
2,291,866
|
|
|
408,833
|
|
|
1,066,363
|
|
|
(417,113
|
)
|
|
3,349,949
|
|
|||||
Purchased gas cost
|
1,019,061
|
|
|
—
|
|
|
1,002,573
|
|
|
(416,581
|
)
|
|
1,605,053
|
|
|||||
Gross profit
|
1,272,805
|
|
|
408,833
|
|
|
63,790
|
|
|
(532
|
)
|
|
1,744,896
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operation and maintenance
|
404,115
|
|
|
129,525
|
|
|
27,658
|
|
|
(532
|
)
|
|
560,766
|
|
|||||
Depreciation and amortization
|
233,036
|
|
|
55,576
|
|
|
4,484
|
|
|
—
|
|
|
293,096
|
|
|||||
Taxes, other than income
|
196,070
|
|
|
24,298
|
|
|
2,648
|
|
|
—
|
|
|
223,016
|
|
|||||
Total operating expenses
|
833,221
|
|
|
209,399
|
|
|
34,790
|
|
|
(532
|
)
|
|
1,076,878
|
|
|||||
Operating income
|
439,584
|
|
|
199,434
|
|
|
29,000
|
|
|
—
|
|
|
668,018
|
|
|||||
Miscellaneous income (expense)
|
455
|
|
|
(1,683
|
)
|
|
1,443
|
|
|
(1,808
|
)
|
|
(1,593
|
)
|
|||||
Interest charges
|
79,404
|
|
|
36,574
|
|
|
1,778
|
|
|
(1,808
|
)
|
|
115,948
|
|
|||||
Income before income taxes
|
360,635
|
|
|
161,177
|
|
|
28,665
|
|
|
—
|
|
|
550,477
|
|
|||||
Income tax expense
|
128,265
|
|
|
59,488
|
|
|
12,620
|
|
|
—
|
|
|
200,373
|
|
|||||
Net income
|
$
|
232,370
|
|
|
$
|
101,689
|
|
|
$
|
16,045
|
|
|
$
|
—
|
|
|
$
|
350,104
|
|
Capital expenditures
|
$
|
740,039
|
|
|
$
|
346,400
|
|
|
$
|
511
|
|
|
$
|
—
|
|
|
$
|
1,086,950
|
|
|
Year Ended September 30, 2015
|
||||||||||||||||||
|
Regulated
Distribution
|
|
Regulated
Pipeline
|
|
Nonregulated
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating revenues from external parties
|
$
|
2,757,585
|
|
|
$
|
97,662
|
|
|
$
|
1,286,889
|
|
|
$
|
—
|
|
|
$
|
4,142,136
|
|
Intersegment revenues
|
6,250
|
|
|
272,450
|
|
|
185,320
|
|
|
(464,020
|
)
|
|
—
|
|
|||||
|
2,763,835
|
|
|
370,112
|
|
|
1,472,209
|
|
|
(464,020
|
)
|
|
4,142,136
|
|
|||||
Purchased gas cost
|
1,526,258
|
|
|
—
|
|
|
1,399,349
|
|
|
(463,488
|
)
|
|
2,462,119
|
|
|||||
Gross profit
|
1,237,577
|
|
|
370,112
|
|
|
72,860
|
|
|
(532
|
)
|
|
1,680,017
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operation and maintenance
|
388,486
|
|
|
118,866
|
|
|
35,048
|
|
|
(532
|
)
|
|
541,868
|
|
|||||
Depreciation and amortization
|
223,048
|
|
|
47,236
|
|
|
4,512
|
|
|
—
|
|
|
274,796
|
|
|||||
Taxes, other than income
|
205,894
|
|
|
22,743
|
|
|
3,321
|
|
|
—
|
|
|
231,958
|
|
|||||
Total operating expenses
|
817,428
|
|
|
188,845
|
|
|
42,881
|
|
|
(532
|
)
|
|
1,048,622
|
|
|||||
Operating income
|
420,149
|
|
|
181,267
|
|
|
29,979
|
|
|
—
|
|
|
631,395
|
|
|||||
Miscellaneous expense
|
(377
|
)
|
|
(1,243
|
)
|
|
(760
|
)
|
|
(2,009
|
)
|
|
(4,389
|
)
|
|||||
Interest charges
|
84,132
|
|
|
33,151
|
|
|
967
|
|
|
(2,009
|
)
|
|
116,241
|
|
|||||
Income before income taxes
|
335,640
|
|
|
146,873
|
|
|
28,252
|
|
|
—
|
|
|
510,765
|
|
|||||
Income tax expense
|
130,827
|
|
|
52,211
|
|
|
12,652
|
|
|
—
|
|
|
195,690
|
|
|||||
Net income
|
$
|
204,813
|
|
|
$
|
94,662
|
|
|
$
|
15,600
|
|
|
$
|
—
|
|
|
$
|
315,075
|
|
Capital expenditures
|
$
|
670,575
|
|
|
$
|
291,603
|
|
|
$
|
1,443
|
|
|
$
|
—
|
|
|
$
|
963,621
|
|
|
Year Ended September 30, 2014
|
||||||||||||||||||
|
Regulated
Distribution
|
|
Regulated
Pipeline
|
|
Nonregulated
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating revenues from external parties
|
$
|
3,056,212
|
|
|
$
|
92,166
|
|
|
$
|
1,792,538
|
|
|
$
|
—
|
|
|
$
|
4,940,916
|
|
Intersegment revenues
|
5,334
|
|
|
226,293
|
|
|
274,754
|
|
|
(506,381
|
)
|
|
—
|
|
|||||
|
3,061,546
|
|
|
318,459
|
|
|
2,067,292
|
|
|
(506,381
|
)
|
|
4,940,916
|
|
|||||
Purchased gas cost
|
1,885,031
|
|
|
—
|
|
|
1,979,337
|
|
|
(505,878
|
)
|
|
3,358,490
|
|
|||||
Gross profit
|
1,176,515
|
|
|
318,459
|
|
|
87,955
|
|
|
(503
|
)
|
|
1,582,426
|
|
|||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Operation and maintenance
|
387,228
|
|
|
91,466
|
|
|
26,963
|
|
|
(503
|
)
|
|
505,154
|
|
|||||
Depreciation and amortization
|
208,376
|
|
|
41,031
|
|
|
4,580
|
|
|
—
|
|
|
253,987
|
|
|||||
Taxes, other than income
|
196,343
|
|
|
13,143
|
|
|
2,450
|
|
|
—
|
|
|
211,936
|
|
|||||
Total operating expenses
|
791,947
|
|
|
145,640
|
|
|
33,993
|
|
|
(503
|
)
|
|
971,077
|
|
|||||
Operating income
|
384,568
|
|
|
172,819
|
|
|
53,962
|
|
|
—
|
|
|
611,349
|
|
|||||
Miscellaneous income (expense)
|
(381
|
)
|
|
(3,181
|
)
|
|
2,216
|
|
|
(3,889
|
)
|
|
(5,235
|
)
|
|||||
Interest charges
|
94,918
|
|
|
36,280
|
|
|
1,986
|
|
|
(3,889
|
)
|
|
129,295
|
|
|||||
Income before income taxes
|
289,269
|
|
|
133,358
|
|
|
54,192
|
|
|
—
|
|
|
476,819
|
|
|||||
Income tax expense
|
117,684
|
|
|
47,167
|
|
|
22,151
|
|
|
—
|
|
|
187,002
|
|
|||||
Net income
|
$
|
171,585
|
|
|
$
|
86,191
|
|
|
$
|
32,041
|
|
|
$
|
—
|
|
|
$
|
289,817
|
|
Capital expenditures
|
$
|
574,372
|
|
|
$
|
248,230
|
|
|
$
|
1,839
|
|
|
$
|
—
|
|
|
$
|
824,441
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Regulated distribution revenues:
|
|
|
|
|
|
||||||
Gas sales revenues:
|
|
|
|
|
|
||||||
Residential
|
$
|
1,477,049
|
|
|
$
|
1,761,689
|
|
|
$
|
1,933,099
|
|
Commercial
|
619,979
|
|
|
772,187
|
|
|
876,042
|
|
|||
Industrial
|
51,999
|
|
|
74,981
|
|
|
90,536
|
|
|||
Public authority and other
|
41,307
|
|
|
53,401
|
|
|
64,779
|
|
|||
Total gas sales revenues
|
2,190,334
|
|
|
2,662,258
|
|
|
2,964,456
|
|
|||
Transportation revenues
|
70,383
|
|
|
67,475
|
|
|
64,049
|
|
|||
Other gas revenues
|
23,468
|
|
|
27,852
|
|
|
27,707
|
|
|||
Total regulated distribution revenues
|
2,284,185
|
|
|
2,757,585
|
|
|
3,056,212
|
|
|||
Regulated pipeline revenues
|
104,007
|
|
|
97,662
|
|
|
92,166
|
|
|||
Nonregulated revenues
|
961,757
|
|
|
1,286,889
|
|
|
1,792,538
|
|
|||
Total operating revenues
|
$
|
3,349,949
|
|
|
$
|
4,142,136
|
|
|
$
|
4,940,916
|
|
|
September 30, 2016
|
||||||||||||||||||
|
Regulated
Distribution
|
|
Regulated
Pipeline
|
|
Nonregulated
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
6,220,425
|
|
|
$
|
2,008,997
|
|
|
$
|
51,089
|
|
|
$
|
—
|
|
|
$
|
8,280,511
|
|
Investment in subsidiaries
|
1,026,859
|
|
|
—
|
|
|
—
|
|
|
(1,026,859
|
)
|
|
—
|
|
|||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
21,072
|
|
|
—
|
|
|
26,462
|
|
|
—
|
|
|
47,534
|
|
|||||
Assets from risk management activities
|
3,029
|
|
|
—
|
|
|
6,775
|
|
|
—
|
|
|
9,804
|
|
|||||
Other current assets
|
446,868
|
|
|
19,204
|
|
|
367,220
|
|
|
(208,944
|
)
|
|
624,348
|
|
|||||
Intercompany receivables
|
978,093
|
|
|
—
|
|
|
—
|
|
|
(978,093
|
)
|
|
—
|
|
|||||
Total current assets
|
1,449,062
|
|
|
19,204
|
|
|
400,457
|
|
|
(1,187,037
|
)
|
|
681,686
|
|
|||||
Goodwill
|
576,114
|
|
|
132,582
|
|
|
34,711
|
|
|
—
|
|
|
743,407
|
|
|||||
Noncurrent assets from risk management activities
|
1,822
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,822
|
|
|||||
Deferred charges and other assets
|
275,496
|
|
|
27,631
|
|
|
336
|
|
|
—
|
|
|
303,463
|
|
|||||
|
$
|
9,549,778
|
|
|
$
|
2,188,414
|
|
|
$
|
486,593
|
|
|
$
|
(2,213,896
|
)
|
|
$
|
10,010,889
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity
|
$
|
3,463,059
|
|
|
$
|
678,964
|
|
|
$
|
347,895
|
|
|
$
|
(1,026,859
|
)
|
|
$
|
3,463,059
|
|
Long-term debt
|
2,188,779
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,188,779
|
|
|||||
Total capitalization
|
5,651,838
|
|
|
678,964
|
|
|
347,895
|
|
|
(1,026,859
|
)
|
|
5,651,838
|
|
|||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term debt
|
250,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|||||
Short-term debt
|
1,026,811
|
|
|
—
|
|
|
—
|
|
|
(197,000
|
)
|
|
829,811
|
|
|||||
Liabilities from risk management activities
|
56,771
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56,771
|
|
|||||
Other current liabilities
|
549,328
|
|
|
22,427
|
|
|
91,888
|
|
|
(11,944
|
)
|
|
651,699
|
|
|||||
Intercompany payables
|
—
|
|
|
950,215
|
|
|
27,878
|
|
|
(978,093
|
)
|
|
—
|
|
|||||
Total current liabilities
|
1,882,910
|
|
|
972,642
|
|
|
119,766
|
|
|
(1,187,037
|
)
|
|
1,788,281
|
|
|||||
Deferred income taxes
|
1,058,895
|
|
|
536,732
|
|
|
7,429
|
|
|
—
|
|
|
1,603,056
|
|
|||||
Noncurrent liabilities from risk management activities
|
184,048
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
184,048
|
|
|||||
Regulatory cost of removal obligation
|
424,281
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
424,281
|
|
|||||
Pension and postretirement liabilities
|
297,743
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
297,743
|
|
|||||
Deferred credits and other liabilities
|
50,063
|
|
|
76
|
|
|
11,503
|
|
|
—
|
|
|
61,642
|
|
|||||
|
$
|
9,549,778
|
|
|
$
|
2,188,414
|
|
|
$
|
486,593
|
|
|
$
|
(2,213,896
|
)
|
|
$
|
10,010,889
|
|
|
September 30, 2015
|
||||||||||||||||||
|
Regulated
Distribution
|
|
Regulated
Pipeline
|
|
Nonregulated
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment, net
|
$
|
5,670,306
|
|
|
$
|
1,706,449
|
|
|
$
|
53,825
|
|
|
$
|
—
|
|
|
$
|
7,430,580
|
|
Investment in subsidiaries
|
1,038,670
|
|
|
—
|
|
|
(2,096
|
)
|
|
(1,036,574
|
)
|
|
—
|
|
|||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
23,863
|
|
|
—
|
|
|
4,790
|
|
|
—
|
|
|
28,653
|
|
|||||
Assets from risk management activities
|
378
|
|
|
—
|
|
|
8,854
|
|
|
—
|
|
|
9,232
|
|
|||||
Other current assets
|
421,591
|
|
|
24,628
|
|
|
480,503
|
|
|
(338,301
|
)
|
|
588,421
|
|
|||||
Intercompany receivables
|
887,713
|
|
|
—
|
|
|
—
|
|
|
(887,713
|
)
|
|
—
|
|
|||||
Total current assets
|
1,333,545
|
|
|
24,628
|
|
|
494,147
|
|
|
(1,226,014
|
)
|
|
626,306
|
|
|||||
Goodwill
|
575,449
|
|
|
132,542
|
|
|
34,711
|
|
|
—
|
|
|
742,702
|
|
|||||
Noncurrent assets from risk management activities
|
368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
368
|
|
|||||
Deferred charges and other assets
|
252,499
|
|
|
17,288
|
|
|
5,329
|
|
|
—
|
|
|
275,116
|
|
|||||
|
$
|
8,870,837
|
|
|
$
|
1,880,907
|
|
|
$
|
585,916
|
|
|
$
|
(2,262,588
|
)
|
|
$
|
9,075,072
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity
|
$
|
3,194,797
|
|
|
$
|
577,275
|
|
|
$
|
461,395
|
|
|
$
|
(1,038,670
|
)
|
|
$
|
3,194,797
|
|
Long-term debt
|
2,437,515
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,437,515
|
|
|||||
Total capitalization
|
5,632,312
|
|
|
577,275
|
|
|
461,395
|
|
|
(1,038,670
|
)
|
|
5,632,312
|
|
|||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term debt
|
782,927
|
|
|
—
|
|
|
—
|
|
|
(325,000
|
)
|
|
457,927
|
|
|||||
Liabilities from risk management activities
|
9,568
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,568
|
|
|||||
Other current liabilities
|
569,273
|
|
|
29,780
|
|
|
99,480
|
|
|
(11,205
|
)
|
|
687,328
|
|
|||||
Intercompany payables
|
—
|
|
|
867,409
|
|
|
20,304
|
|
|
(887,713
|
)
|
|
—
|
|
|||||
Total current liabilities
|
1,361,768
|
|
|
897,189
|
|
|
119,784
|
|
|
(1,223,918
|
)
|
|
1,154,823
|
|
|||||
Deferred income taxes
|
1,008,091
|
|
|
406,254
|
|
|
(3,030
|
)
|
|
—
|
|
|
1,411,315
|
|
|||||
Noncurrent liabilities from risk management activities
|
110,539
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
110,539
|
|
|||||
Regulatory cost of removal obligation
|
427,553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
427,553
|
|
|||||
Pension and postretirement liabilities
|
287,373
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287,373
|
|
|||||
Deferred credits and other liabilities
|
43,201
|
|
|
189
|
|
|
7,767
|
|
|
—
|
|
|
51,157
|
|
|||||
|
$
|
8,870,837
|
|
|
$
|
1,880,907
|
|
|
$
|
585,916
|
|
|
$
|
(2,262,588
|
)
|
|
$
|
9,075,072
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Basic Earnings Per Share
|
|
|
|
|
|
||||||
Net Income
|
$
|
350,104
|
|
|
$
|
315,075
|
|
|
$
|
289,817
|
|
Less: Income allocated to participating securities
|
546
|
|
|
626
|
|
|
711
|
|
|||
Net Income available to common shareholders
|
$
|
349,558
|
|
|
$
|
314,449
|
|
|
$
|
289,106
|
|
Basic weighted average shares outstanding
|
103,524
|
|
|
101,892
|
|
|
97,606
|
|
|||
Net Income per share — Basic
|
$
|
3.38
|
|
|
$
|
3.09
|
|
|
$
|
2.96
|
|
Diluted Earnings Per Share
|
|
|
|
|
|
||||||
Net Income available to common shareholders
|
$
|
349,558
|
|
|
$
|
314,449
|
|
|
$
|
289,106
|
|
Effect of dilutive stock options and other shares
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net Income available to common shareholders
|
$
|
349,558
|
|
|
$
|
314,449
|
|
|
$
|
289,106
|
|
Basic weighted average shares outstanding
|
103,524
|
|
|
101,892
|
|
|
97,606
|
|
|||
Additional dilutive stock options and other shares
|
—
|
|
|
—
|
|
|
2
|
|
|||
Diluted weighted average shares outstanding
|
103,524
|
|
|
101,892
|
|
|
97,608
|
|
|||
Net Income per share — Diluted
|
$
|
3.38
|
|
|
$
|
3.09
|
|
|
$
|
2.96
|
|
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Unsecured 6.35% Senior Notes, due June 2017
|
250,000
|
|
|
250,000
|
|
||
Unsecured 8.50% Senior Notes, due 2019
|
450,000
|
|
|
450,000
|
|
||
Unsecured 5.95% Senior Notes, due 2034
|
200,000
|
|
|
200,000
|
|
||
Unsecured 5.50% Senior Notes, due 2041
|
400,000
|
|
|
400,000
|
|
||
Unsecured 4.15% Senior Notes, due 2043
|
500,000
|
|
|
500,000
|
|
||
Unsecured 4.125% Senior Notes, due 2044
|
500,000
|
|
|
500,000
|
|
||
Medium term Series A notes, 1995-1, 6.67%, due 2025
|
10,000
|
|
|
10,000
|
|
||
Unsecured 6.75% Debentures, due 2028
|
150,000
|
|
|
150,000
|
|
||
Total long-term debt
|
2,460,000
|
|
|
2,460,000
|
|
||
Less:
|
|
|
|
||||
Original issue discount on unsecured senior notes and debentures
|
4,270
|
|
|
4,612
|
|
||
Debt issuance cost
|
16,951
|
|
|
17,873
|
|
||
Current maturities
|
250,000
|
|
|
—
|
|
||
|
$
|
2,188,779
|
|
|
$
|
2,437,515
|
|
2017
|
$
|
250,000
|
|
2018
|
—
|
|
|
2019
|
450,000
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
Thereafter
|
1,760,000
|
|
|
|
$
|
2,460,000
|
|
|
Available-
for-Sale
Securities
|
|
Interest
Rate
Agreement
Cash Flow
Hedges
|
|
Commodity
Contracts
Cash Flow
Hedges
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
September 30, 2015
|
$
|
4,949
|
|
|
$
|
(88,842
|
)
|
|
$
|
(25,437
|
)
|
|
$
|
(109,330
|
)
|
Other comprehensive income (loss) before reclassifications
|
(263
|
)
|
|
(99,029
|
)
|
|
(11,662
|
)
|
|
(110,954
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(202
|
)
|
|
347
|
|
|
32,117
|
|
|
32,262
|
|
||||
Net current-period other comprehensive income (loss)
|
(465
|
)
|
|
(98,682
|
)
|
|
20,455
|
|
|
(78,692
|
)
|
||||
September 30, 2016
|
$
|
4,484
|
|
|
$
|
(187,524
|
)
|
|
$
|
(4,982
|
)
|
|
$
|
(188,022
|
)
|
|
Available-
for-Sale
Securities
|
|
Interest
Rate
Agreement
Cash Flow
Hedges
|
|
Commodity
Contracts
Cash Flow
Hedges
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
September 30, 2014
|
$
|
7,662
|
|
|
$
|
(18,381
|
)
|
|
$
|
(1,674
|
)
|
|
$
|
(12,393
|
)
|
Other comprehensive income (loss) before reclassifications
|
(2,173
|
)
|
|
(71,003
|
)
|
|
(49,211
|
)
|
|
(122,387
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(540
|
)
|
|
542
|
|
|
25,448
|
|
|
25,450
|
|
||||
Net current-period other comprehensive income (loss)
|
(2,713
|
)
|
|
(70,461
|
)
|
|
(23,763
|
)
|
|
(96,937
|
)
|
||||
September 30, 2015
|
$
|
4,949
|
|
|
$
|
(88,842
|
)
|
|
$
|
(25,437
|
)
|
|
$
|
(109,330
|
)
|
|
Fiscal Year Ended September 30, 2016
|
||||
Accumulated Other Comprehensive Income Components
|
Amount Reclassified from
Accumulated Other
Comprehensive Income
|
|
Affected Line Item in the
Statement of Income
|
||
|
(In thousands)
|
|
|
||
Available-for-sale securities
|
$
|
318
|
|
|
Operation and maintenance expense
|
|
318
|
|
|
Total before tax
|
|
|
(116
|
)
|
|
Tax expense
|
|
|
$
|
202
|
|
|
Net of tax
|
Cash flow hedges
|
|
|
|
||
Interest rate agreements
|
$
|
(546
|
)
|
|
Interest charges
|
Commodity contracts
|
(52,651
|
)
|
|
Purchased gas cost
|
|
|
(53,197
|
)
|
|
Total before tax
|
|
|
20,733
|
|
|
Tax benefit
|
|
|
$
|
(32,464
|
)
|
|
Net of tax
|
Total reclassifications
|
$
|
(32,262
|
)
|
|
Net of tax
|
|
Fiscal Year Ended September 30, 2015
|
||||
Accumulated Other Comprehensive Income Components
|
Amount Reclassified from
Accumulated Other
Comprehensive Income
|
|
Affected Line Item in the
Statement of Income
|
||
|
(In thousands)
|
|
|
||
Available-for-sale securities
|
$
|
850
|
|
|
Operation and maintenance expense
|
|
850
|
|
|
Total before tax
|
|
|
(310
|
)
|
|
Tax expense
|
|
|
$
|
540
|
|
|
Net of tax
|
Cash flow hedges
|
|
|
|
||
Interest rate agreements
|
$
|
(853
|
)
|
|
Interest charges
|
Commodity contracts
|
(41,716
|
)
|
|
Purchased gas cost
|
|
|
(42,569
|
)
|
|
Total before tax
|
|
|
16,579
|
|
|
Tax benefit
|
|
|
$
|
(25,990
|
)
|
|
Net of tax
|
Total reclassifications
|
$
|
(25,450
|
)
|
|
Net of tax
|
|
Defined
Benefits Plan
|
|
Supplemental
Executive
Retirement Plans
|
|
Postretirement
Plans
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Unrecognized prior service credit
|
$
|
(1,509
|
)
|
|
$
|
—
|
|
|
$
|
(2,880
|
)
|
|
$
|
(4,389
|
)
|
Unrecognized actuarial (gain) loss
|
127,028
|
|
|
51,558
|
|
|
(54,298
|
)
|
|
124,288
|
|
||||
|
$
|
125,519
|
|
|
$
|
51,558
|
|
|
$
|
(57,178
|
)
|
|
$
|
119,899
|
|
September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Unrecognized transition obligation
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
82
|
|
Unrecognized prior service credit
|
(1,735
|
)
|
|
—
|
|
|
(4,524
|
)
|
|
(6,259
|
)
|
||||
Unrecognized actuarial (gain) loss
|
120,948
|
|
|
36,915
|
|
|
(47,149
|
)
|
|
110,714
|
|
||||
|
$
|
119,213
|
|
|
$
|
36,915
|
|
|
$
|
(51,591
|
)
|
|
$
|
104,537
|
|
|
Targeted
Allocation Range
|
|
Actual
Allocation
September 30
|
||||
Security Class
|
2016
|
|
2015
|
||||
Domestic equities
|
35%-55%
|
|
40.5
|
%
|
|
41.3
|
%
|
International equities
|
10%-20%
|
|
15.5
|
%
|
|
14.9
|
%
|
Fixed income
|
5%-30%
|
|
11.2
|
%
|
|
11.0
|
%
|
Company stock
|
0%-15%
|
|
15.1
|
%
|
|
15.2
|
%
|
Other assets
|
0%-20%
|
|
17.7
|
%
|
|
17.6
|
%
|
|
Pension
Liability
|
|
Pension Cost
|
|||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
|||||
Discount rate
|
3.73
|
%
|
|
4.55
|
%
|
|
4.55
|
%
|
|
4.43
|
%
|
|
4.95
|
%
|
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
Expected return on plan assets
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.25
|
%
|
|
7.25
|
%
|
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Accumulated benefit obligation
|
$
|
516,924
|
|
|
$
|
485,921
|
|
Change in projected benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
508,599
|
|
|
$
|
493,594
|
|
Service cost
|
16,419
|
|
|
16,231
|
|
||
Interest cost
|
23,193
|
|
|
21,850
|
|
||
Actuarial loss
|
41,847
|
|
|
7,420
|
|
||
Benefits paid
(1)
|
(44,578
|
)
|
|
(30,496
|
)
|
||
Benefit obligation at end of year
|
545,480
|
|
|
508,599
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
450,932
|
|
|
434,767
|
|
||
Actual return on plan assets
|
52,596
|
|
|
8,661
|
|
||
Employer contributions
|
15,000
|
|
|
38,000
|
|
||
Benefits paid
(1)
|
(44,578
|
)
|
|
(30,496
|
)
|
||
Fair value of plan assets at end of year
|
473,950
|
|
|
450,932
|
|
||
Reconciliation:
|
|
|
|
||||
Funded status
|
(71,530
|
)
|
|
(57,667
|
)
|
||
Unrecognized prior service cost
|
—
|
|
|
—
|
|
||
Unrecognized net loss
|
—
|
|
|
—
|
|
||
Accrued pension cost
|
$
|
(71,530
|
)
|
|
$
|
(57,667
|
)
|
(1)
|
Includes
$12.8 million
of one-time payments to eligible deferred vested participants who elected to receive a lump-sum payout of their pension benefits during fiscal 2016.
|
|
Fiscal Year Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Components of net periodic pension cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
16,419
|
|
|
$
|
16,231
|
|
|
$
|
15,345
|
|
Interest cost
|
23,193
|
|
|
21,850
|
|
|
22,330
|
|
|||
Expected return on assets
|
(27,522
|
)
|
|
(25,744
|
)
|
|
(23,601
|
)
|
|||
Amortization of prior service credit
|
(226
|
)
|
|
(192
|
)
|
|
(136
|
)
|
|||
Recognized actuarial loss
|
10,693
|
|
|
13,322
|
|
|
13,777
|
|
|||
Net periodic pension cost
|
$
|
22,557
|
|
|
$
|
25,467
|
|
|
$
|
27,715
|
|
|
Assets at Fair Value as of September 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
$
|
157,111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
157,111
|
|
Money market funds
|
—
|
|
|
11,522
|
|
|
—
|
|
|
11,522
|
|
||||
Registered investment companies
|
87,396
|
|
|
—
|
|
|
—
|
|
|
87,396
|
|
||||
Common/collective trusts
|
—
|
|
|
105,124
|
|
|
—
|
|
|
105,124
|
|
||||
Government securities:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
—
|
|
|
15,223
|
|
|
—
|
|
|
15,223
|
|
||||
U.S. treasuries
|
4,704
|
|
|
863
|
|
|
—
|
|
|
5,567
|
|
||||
Corporate bonds
|
—
|
|
|
31,929
|
|
|
—
|
|
|
31,929
|
|
||||
Limited partnerships
|
—
|
|
|
57,438
|
|
|
—
|
|
|
57,438
|
|
||||
Total investments at fair value
|
$
|
249,211
|
|
|
$
|
222,099
|
|
|
$
|
—
|
|
|
$
|
471,310
|
|
|
Assets at Fair Value as of September 30, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
$
|
159,304
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
159,304
|
|
Money market funds
|
—
|
|
|
11,787
|
|
|
—
|
|
|
11,787
|
|
||||
Registered investment companies
|
81,960
|
|
|
—
|
|
|
—
|
|
|
81,960
|
|
||||
Common/collective trusts
|
—
|
|
|
93,081
|
|
|
—
|
|
|
93,081
|
|
||||
Government securities:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
—
|
|
|
14,359
|
|
|
—
|
|
|
14,359
|
|
||||
U.S. treasuries
|
5,279
|
|
|
805
|
|
|
—
|
|
|
6,084
|
|
||||
Corporate bonds
|
—
|
|
|
28,973
|
|
|
—
|
|
|
28,973
|
|
||||
Limited partnerships
|
—
|
|
|
52,996
|
|
|
—
|
|
|
52,996
|
|
||||
Total investments at fair value
|
$
|
246,543
|
|
|
$
|
202,001
|
|
|
$
|
—
|
|
|
$
|
448,544
|
|
|
Pension
Liability
|
|
Pension Cost
|
|||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
|||||
Discount rate
|
3.73
|
%
|
|
4.55
|
%
|
|
4.55
|
%
|
|
4.43
|
%
|
|
4.95
|
%
|
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Accumulated benefit obligation
|
$
|
137,616
|
|
|
$
|
118,835
|
|
Change in projected benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
122,393
|
|
|
$
|
113,219
|
|
Service cost
|
2,371
|
|
|
3,971
|
|
||
Interest cost
|
5,185
|
|
|
4,943
|
|
||
Actuarial loss
|
17,229
|
|
|
4,811
|
|
||
Benefits paid
|
(4,604
|
)
|
|
(4,551
|
)
|
||
Benefit obligation at end of year
|
142,574
|
|
|
122,393
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
—
|
|
|
—
|
|
||
Employer contribution
|
4,604
|
|
|
4,551
|
|
||
Benefits paid
|
(4,604
|
)
|
|
(4,551
|
)
|
||
Fair value of plan assets at end of year
|
—
|
|
|
—
|
|
||
Reconciliation:
|
|
|
|
||||
Funded status
|
(142,574
|
)
|
|
(122,393
|
)
|
||
Unrecognized prior service cost
|
—
|
|
|
—
|
|
||
Unrecognized net loss
|
—
|
|
|
—
|
|
||
Accrued pension cost
|
$
|
(142,574
|
)
|
|
$
|
(122,393
|
)
|
|
Fiscal Year Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Components of net periodic pension cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
2,371
|
|
|
$
|
3,971
|
|
|
$
|
3,607
|
|
Interest cost
|
5,185
|
|
|
4,943
|
|
|
4,966
|
|
|||
Amortization of transition asset
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|||
Recognized actuarial loss
|
2,586
|
|
|
2,343
|
|
|
1,948
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
4,539
|
|
|||
Net periodic pension cost
|
$
|
10,142
|
|
|
$
|
11,257
|
|
|
$
|
15,060
|
|
|
Pension
Plan
|
|
Supplemental
Plans
|
||||
|
(In thousands)
|
||||||
2017
|
$
|
31,306
|
|
|
$
|
36,604
|
|
2018
|
32,047
|
|
|
14,289
|
|
||
2019
|
33,674
|
|
|
7,181
|
|
||
2020
|
35,232
|
|
|
4,395
|
|
||
2021
|
37,279
|
|
|
4,306
|
|
||
2022-2026
|
202,442
|
|
|
60,658
|
|
|
Actual
Allocation
September 30
|
||||
Security Class
|
2016
|
|
2015
|
||
Diversified investment funds
|
97.2
|
%
|
|
97.5
|
%
|
Cash and cash equivalents
|
2.8
|
%
|
|
2.5
|
%
|
|
Postretirement
Liability
|
|
Postretirement Cost
|
|||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
|||||
Discount rate
|
3.73
|
%
|
|
4.55
|
%
|
|
4.55
|
%
|
|
4.43
|
%
|
|
4.95
|
%
|
Expected return on plan assets
|
4.45
|
%
|
|
4.45
|
%
|
|
4.45
|
%
|
|
4.60
|
%
|
|
4.60
|
%
|
Initial trend rate
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
8.00
|
%
|
Ultimate trend rate
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Ultimate trend reached in
|
2022
|
|
|
2021
|
|
|
2021
|
|
|
2020
|
|
|
2020
|
|
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
267,179
|
|
|
$
|
315,118
|
|
Service cost
|
10,823
|
|
|
15,583
|
|
||
Interest cost
|
12,424
|
|
|
14,385
|
|
||
Plan participants’ contributions
|
4,289
|
|
|
4,563
|
|
||
Actuarial gain
|
(1,052
|
)
|
|
(69,962
|
)
|
||
Benefits paid
|
(14,441
|
)
|
|
(12,508
|
)
|
||
Benefit obligation at end of year
|
279,222
|
|
|
267,179
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
138,009
|
|
|
134,821
|
|
||
Actual return on plan assets
|
14,528
|
|
|
(8,851
|
)
|
||
Employer contributions
|
16,592
|
|
|
19,984
|
|
||
Plan participants’ contributions
|
4,289
|
|
|
4,563
|
|
||
Benefits paid
|
(14,441
|
)
|
|
(12,508
|
)
|
||
Fair value of plan assets at end of year
|
158,977
|
|
|
138,009
|
|
||
Reconciliation:
|
|
|
|
||||
Funded status
|
(120,245
|
)
|
|
(129,170
|
)
|
||
Unrecognized transition obligation
|
—
|
|
|
—
|
|
||
Unrecognized prior service cost
|
—
|
|
|
—
|
|
||
Unrecognized net loss
|
—
|
|
|
—
|
|
||
Accrued postretirement cost
|
$
|
(120,245
|
)
|
|
$
|
(129,170
|
)
|
|
Fiscal Year Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Components of net periodic postretirement cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
10,823
|
|
|
$
|
15,583
|
|
|
$
|
16,784
|
|
Interest cost
|
12,424
|
|
|
14,385
|
|
|
15,951
|
|
|||
Expected return on assets
|
(6,264
|
)
|
|
(6,431
|
)
|
|
(5,167
|
)
|
|||
Amortization of transition obligation
|
82
|
|
|
272
|
|
|
274
|
|
|||
Amortization of prior service credit
|
(1,644
|
)
|
|
(1,644
|
)
|
|
(1,450
|
)
|
|||
Recognized actuarial (gain) loss
|
(2,167
|
)
|
|
—
|
|
|
631
|
|
|||
Net periodic postretirement cost
|
$
|
13,254
|
|
|
$
|
22,165
|
|
|
$
|
27,023
|
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
|
(In thousands)
|
||||||
Effect on total service and interest cost components
|
$
|
4,539
|
|
|
$
|
(3,596
|
)
|
Effect on postretirement benefit obligation
|
$
|
42,079
|
|
|
$
|
(34,531
|
)
|
|
Assets at Fair Value as of September 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
|
$
|
4,470
|
|
|
$
|
—
|
|
|
$
|
4,470
|
|
Registered investment companies
|
154,507
|
|
|
—
|
|
|
—
|
|
|
154,507
|
|
||||
Total investments at fair value
|
$
|
154,507
|
|
|
$
|
4,470
|
|
|
$
|
—
|
|
|
$
|
158,977
|
|
|
Assets at Fair Value as of September 30, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
|
$
|
3,486
|
|
|
$
|
—
|
|
|
$
|
3,486
|
|
Registered investment companies
|
134,523
|
|
|
—
|
|
|
—
|
|
|
134,523
|
|
||||
Total investments at fair value
|
$
|
134,523
|
|
|
$
|
3,486
|
|
|
$
|
—
|
|
|
$
|
138,009
|
|
|
Company
Payments
|
|
Retiree
Payments
|
|
Subsidy
Payments
|
|
Total
Postretirement
Benefits
|
||||||||
|
(In thousands)
|
||||||||||||||
2017
|
$
|
15,806
|
|
|
$
|
3,679
|
|
|
$
|
—
|
|
|
$
|
19,485
|
|
2018
|
11,602
|
|
|
3,992
|
|
|
—
|
|
|
15,594
|
|
||||
2019
|
12,165
|
|
|
4,036
|
|
|
—
|
|
|
16,201
|
|
||||
2020
|
13,246
|
|
|
4,756
|
|
|
—
|
|
|
18,002
|
|
||||
2021
|
14,210
|
|
|
5,420
|
|
|
—
|
|
|
19,630
|
|
||||
2022-2026
|
84,642
|
|
|
36,837
|
|
|
—
|
|
|
121,479
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number of
Restricted
Units
|
|
Weighted
Average
Grant-Date
Fair
Value
|
|
Number of
Restricted Units |
|
Weighted
Average
Grant-Date
Fair
Value
|
|
Number of
Restricted Units |
|
Weighted
Average
Grant-Date
Fair
Value
|
|||||||||
Nonvested at beginning of year
|
878,104
|
|
|
$
|
48.24
|
|
|
988,637
|
|
|
$
|
42.22
|
|
|
1,052,844
|
|
|
$
|
36.20
|
|
Granted
|
357,323
|
|
|
65.98
|
|
|
444,543
|
|
|
50.50
|
|
|
464,438
|
|
|
45.05
|
|
|||
Vested
|
(448,136
|
)
|
|
45.88
|
|
|
(551,688
|
)
|
|
39.28
|
|
|
(524,532
|
)
|
|
32.67
|
|
|||
Forfeited
|
(4,860
|
)
|
|
53.52
|
|
|
(3,388
|
)
|
|
48.55
|
|
|
(4,113
|
)
|
|
39.00
|
|
|||
Nonvested at end of year
|
782,431
|
|
|
$
|
57.66
|
|
|
878,104
|
|
|
$
|
48.24
|
|
|
988,637
|
|
|
$
|
42.22
|
|
|
September 30
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Billed accounts receivable
|
$
|
206,248
|
|
|
$
|
204,585
|
|
Unbilled revenue
|
67,396
|
|
|
65,008
|
|
||
Other accounts receivable
|
39,730
|
|
|
40,850
|
|
||
Total accounts receivable
|
313,374
|
|
|
310,443
|
|
||
Less: allowance for doubtful accounts
|
(13,367
|
)
|
|
(15,283
|
)
|
||
Net accounts receivable
|
$
|
300,007
|
|
|
$
|
295,160
|
|
|
September 30
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Assets from risk management activities
|
$
|
9,804
|
|
|
$
|
9,232
|
|
Deferred gas costs
|
45,184
|
|
|
9,715
|
|
||
Taxes receivable
|
5,456
|
|
|
4,479
|
|
||
Prepaid expenses
|
23,053
|
|
|
23,055
|
|
||
Materials and supplies
|
5,825
|
|
|
12,587
|
|
||
Other
|
11,507
|
|
|
6,822
|
|
||
Total
|
$
|
100,829
|
|
|
$
|
65,890
|
|
|
September 30
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Production plant
|
$
|
66
|
|
|
$
|
131
|
|
Storage plant
|
353,523
|
|
|
286,011
|
|
||
Transmission plant
|
2,232,927
|
|
|
1,844,117
|
|
||
Distribution plant
|
6,598,990
|
|
|
6,019,001
|
|
||
General plant
|
761,057
|
|
|
769,311
|
|
||
Intangible plant
|
40,515
|
|
|
41,131
|
|
||
|
9,987,078
|
|
|
8,959,702
|
|
||
Construction in progress
|
184,062
|
|
|
280,398
|
|
||
|
10,171,140
|
|
|
9,240,100
|
|
||
Less: accumulated depreciation and amortization
|
(1,890,629
|
)
|
|
(1,809,520
|
)
|
||
Net property, plant and equipment
(1)
|
$
|
8,280,511
|
|
|
$
|
7,430,580
|
|
(1)
|
Net property, plant and equipment includes plant acquisition adjustments of
$(59.8)
million and
$(68.1)
million at
September 30, 2016
and
2015
.
|
|
Regulated
Distribution
|
|
Regulated
Pipeline
|
|
Nonregulated
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance as of September 30, 2015
|
$
|
575,449
|
|
|
$
|
132,542
|
|
|
$
|
34,711
|
|
|
$
|
742,702
|
|
Deferred tax adjustments on prior acquisitions
(1)
|
665
|
|
|
40
|
|
|
—
|
|
|
705
|
|
||||
Balance as of September 30, 2016
|
$
|
576,114
|
|
|
$
|
132,582
|
|
|
$
|
34,711
|
|
|
$
|
743,407
|
|
(1)
|
We annually adjust certain deferred taxes recorded in connection with acquisitions completed in fiscal 2001 and fiscal 2004, which resulted in an increase to goodwill and net deferred tax liabilities of
$0.7 million
for fiscal
2016
.
|
|
September 30
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Marketable securities
|
$
|
72,701
|
|
|
$
|
74,200
|
|
Regulatory assets
|
214,890
|
|
|
182,573
|
|
||
Assets from risk management activities
|
1,822
|
|
|
368
|
|
||
Other
|
15,872
|
|
|
18,343
|
|
||
Total
|
$
|
305,285
|
|
|
$
|
275,484
|
|
|
September 30
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Trade accounts payable
|
$
|
114,533
|
|
|
$
|
78,534
|
|
Accrued gas payable
|
108,526
|
|
|
119,825
|
|
||
Accrued liabilities
|
36,375
|
|
|
40,583
|
|
||
Total
|
$
|
259,434
|
|
|
$
|
238,942
|
|
|
September 30
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Customer credit balances and deposits
|
$
|
81,890
|
|
|
$
|
100,232
|
|
Accrued employee costs
|
47,058
|
|
|
47,602
|
|
||
Deferred gas costs
|
20,180
|
|
|
28,100
|
|
||
Accrued interest
|
34,863
|
|
|
34,914
|
|
||
Liabilities from risk management activities
|
56,771
|
|
|
9,568
|
|
||
Taxes payable
|
104,457
|
|
|
93,674
|
|
||
Pension and postretirement obligations
|
36,606
|
|
|
21,857
|
|
||
Current deferred tax liability
|
—
|
|
|
55,918
|
|
||
Regulatory cost of removal accrual
|
52,610
|
|
|
56,123
|
|
||
Other
|
14,601
|
|
|
9,966
|
|
||
Total
|
$
|
449,036
|
|
|
$
|
457,954
|
|
|
September 30
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Customer advances for construction
|
$
|
9,850
|
|
|
$
|
9,316
|
|
Regulatory liabilities
|
4,152
|
|
|
3,693
|
|
||
Asset retirement obligation
|
13,404
|
|
|
9,063
|
|
||
Liabilities from risk management activities
|
184,048
|
|
|
110,539
|
|
||
Other
|
34,236
|
|
|
29,085
|
|
||
Total
|
$
|
245,690
|
|
|
$
|
161,696
|
|
|
Operating
Leases
|
||
|
(In thousands)
|
||
2017
|
$
|
17,073
|
|
2018
|
16,824
|
|
|
2019
|
15,450
|
|
|
2020
|
14,479
|
|
|
2021
|
14,335
|
|
|
Thereafter
|
47,714
|
|
|
Total minimum lease payments
|
$
|
125,875
|
|
2017
|
$
|
9,065
|
|
2018
|
2,336
|
|
|
2019
|
424
|
|
|
2020
|
400
|
|
|
2021
|
327
|
|
|
Thereafter
|
678
|
|
|
|
$
|
13,230
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
6,822
|
|
|
7,251
|
|
|
5,527
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
181,790
|
|
|
175,897
|
|
|
169,106
|
|
|||
State
|
11,766
|
|
|
12,548
|
|
|
12,375
|
|
|||
Investment tax credits
|
(5
|
)
|
|
(6
|
)
|
|
(6
|
)
|
|||
|
$
|
200,373
|
|
|
$
|
195,690
|
|
|
$
|
187,002
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Tax at statutory rate of 35%
|
$
|
192,667
|
|
|
$
|
178,768
|
|
|
$
|
166,887
|
|
Common stock dividends deductible for tax reporting
|
(2,570
|
)
|
|
(2,413
|
)
|
|
(2,307
|
)
|
|||
State taxes (net of federal benefit)
|
11,504
|
|
|
12,869
|
|
|
11,636
|
|
|||
Change in valuation allowance
|
1,324
|
|
|
4,998
|
|
|
6,969
|
|
|||
Other, net
|
(2,552
|
)
|
|
1,468
|
|
|
3,817
|
|
|||
Income tax expense
|
$
|
200,373
|
|
|
$
|
195,690
|
|
|
$
|
187,002
|
|
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Employee benefit plans
|
$
|
122,682
|
|
|
$
|
121,619
|
|
Interest rate agreements
|
107,782
|
|
|
51,067
|
|
||
Net operating loss carryforwards
|
514,391
|
|
|
313,224
|
|
||
Charitable and other credit carryforwards
|
22,273
|
|
|
22,281
|
|
||
Other
|
23,648
|
|
|
36,695
|
|
||
Total deferred tax assets
|
790,776
|
|
|
544,886
|
|
||
Valuation allowance
|
(10,481
|
)
|
|
(10,872
|
)
|
||
Net deferred tax assets
|
780,295
|
|
|
534,014
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Difference in net book value and net tax value of assets
|
(2,259,278
|
)
|
|
(1,890,886
|
)
|
||
Pension funding
|
(30,652
|
)
|
|
(35,247
|
)
|
||
Gas cost adjustments
|
(54,725
|
)
|
|
(43,634
|
)
|
||
Other
|
(38,696
|
)
|
|
(31,480
|
)
|
||
Total deferred tax liabilities
|
(2,383,351
|
)
|
|
(2,001,247
|
)
|
||
Net deferred tax liabilities
|
$
|
(1,603,056
|
)
|
|
$
|
(1,467,233
|
)
|
Deferred credits for rate regulated entities
|
$
|
861
|
|
|
$
|
412
|
|
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Unrecognized tax benefits - beginning balance
|
$
|
17,069
|
|
|
$
|
12,629
|
|
Increase (decrease) resulting from prior period tax positions
|
(290
|
)
|
|
1,009
|
|
||
Increase resulting from current period tax positions
|
3,519
|
|
|
3,431
|
|
||
Unrecognized tax benefits - ending balance
|
20,298
|
|
|
17,069
|
|
||
Less: deferred federal and state income tax benefits
|
(7,104
|
)
|
|
(5,974
|
)
|
||
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year
|
$
|
13,194
|
|
|
$
|
11,095
|
|
|
Regulated
Distribution
|
|
Nonregulated
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
September 30, 2016
|
|
|
|
|
|
||||||
Assets from risk management activities, current
(1)
|
$
|
3,029
|
|
|
$
|
6,775
|
|
|
$
|
9,804
|
|
Assets from risk management activities, noncurrent
|
1,822
|
|
|
—
|
|
|
1,822
|
|
|||
Liabilities from risk management activities, current
(1)
|
(56,771
|
)
|
|
—
|
|
|
(56,771
|
)
|
|||
Liabilities from risk management activities, noncurrent
(1)
|
(184,048
|
)
|
|
—
|
|
|
(184,048
|
)
|
|||
Net assets (liabilities)
|
$
|
(235,968
|
)
|
|
$
|
6,775
|
|
|
$
|
(229,193
|
)
|
September 30, 2015
|
|
|
|
|
|
||||||
Assets from risk management activities, current
(2)
|
$
|
378
|
|
|
$
|
8,854
|
|
|
$
|
9,232
|
|
Assets from risk management activities, noncurrent
|
368
|
|
|
—
|
|
|
368
|
|
|||
Liabilities from risk management activities, current
(2)
|
(9,568
|
)
|
|
—
|
|
|
(9,568
|
)
|
|||
Liabilities from risk management activities, noncurrent
(2)
|
(110,539
|
)
|
|
—
|
|
|
(110,539
|
)
|
|||
Net assets (liabilities)
|
$
|
(119,361
|
)
|
|
$
|
8,854
|
|
|
$
|
(110,507
|
)
|
(1)
|
Includes
$25.7 million
of cash held on deposit to collateralize certain regulated distribution financial instruments, which were used to offset current and noncurrent risk management liabilities. Also includes
$24.7 million
of cash held on
|
(2)
|
Includes
$43.5 million
of cash held on deposit to collateralize certain nonregulated financial instruments. Of this amount,
$34.6 million
was used to offset current and noncurrent risk management liabilities under master netting arrangements and the remaining
$8.9 million
is classified as current risk management assets.
|
Contract Type
|
|
Hedge
Designation
|
|
Regulated
Distribution
|
|
Nonregulated
|
||
|
|
|
|
Quantity (MMcf)
|
||||
Commodity contracts
|
|
Fair Value
|
|
—
|
|
|
(19,395
|
)
|
|
|
Cash Flow
|
|
—
|
|
|
39,278
|
|
|
|
Not designated
|
|
18,595
|
|
|
71,147
|
|
|
|
|
|
18,595
|
|
|
91,030
|
|
|
|
|
Regulated Distribution
|
|
Nonregulated
|
||||||||||||
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||
Designated As Hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
Other current assets /
Other current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,612
|
|
|
$
|
(21,903
|
)
|
Interest rate contracts
|
Other current assets /
Other current liabilities |
|
—
|
|
|
(68,481
|
)
|
|
—
|
|
|
—
|
|
||||
Commodity contracts
|
Deferred charges and other assets /
Deferred credits and other liabilities
|
|
—
|
|
|
—
|
|
|
2,178
|
|
|
(3,779
|
)
|
||||
Interest rate contracts
|
Deferred charges and other assets /
Deferred credits and other liabilities
|
|
—
|
|
|
(198,008
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
—
|
|
|
(266,489
|
)
|
|
8,790
|
|
|
(25,682
|
)
|
||||
Not Designated As Hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
Other current assets /
Other current liabilities
|
|
3,029
|
|
|
—
|
|
|
18,157
|
|
|
(18,812
|
)
|
||||
Commodity contracts
|
Deferred charges and other assets /
Deferred credits and other liabilities
|
|
1,822
|
|
|
—
|
|
|
12,343
|
|
|
(12,701
|
)
|
||||
Total
|
|
|
4,851
|
|
|
—
|
|
|
30,500
|
|
|
(31,513
|
)
|
||||
Gross Financial Instruments
|
|
|
4,851
|
|
|
(266,489
|
)
|
|
39,290
|
|
|
(57,195
|
)
|
||||
Gross Amounts Offset on Consolidated Balance Sheet:
|
|
|
|
|
|
|
|
|
|
||||||||
Contract netting
|
|
|
—
|
|
|
—
|
|
|
(39,290
|
)
|
|
39,290
|
|
||||
Net Financial Instruments
|
|
|
4,851
|
|
|
(266,489
|
)
|
|
—
|
|
|
(17,905
|
)
|
||||
Cash collateral
|
|
|
—
|
|
|
25,670
|
|
|
6,775
|
|
|
17,905
|
|
||||
Net Assets/Liabilities from Risk Management Activities
|
|
|
$
|
4,851
|
|
|
$
|
(240,819
|
)
|
|
$
|
6,775
|
|
|
$
|
—
|
|
|
|
|
Regulated Distribution
|
|
Nonregulated
|
||||||||||||
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
|
Assets
|
|
Liabilities
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||
Designated As Hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
Other current assets /
Other current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,680
|
|
|
$
|
(36,067
|
)
|
Commodity contracts
|
Deferred charges and other assets /
Deferred credits and other liabilities
|
|
—
|
|
|
—
|
|
|
126
|
|
|
(9,918
|
)
|
||||
Interest rate contracts
|
Deferred charges and other assets /
Deferred credits and other liabilities
|
|
—
|
|
|
(110,539
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
|
|
—
|
|
|
(110,539
|
)
|
|
11,806
|
|
|
(45,985
|
)
|
||||
Not Designated As Hedges:
|
|
|
|
|
|
|
|
|
|
||||||||
Commodity contracts
|
Other current assets /
Other current liabilities
|
|
378
|
|
|
(9,568
|
)
|
|
65,239
|
|
|
(65,780
|
)
|
||||
Commodity contracts
|
Deferred charges and other assets /
Deferred credits and other liabilities
|
|
368
|
|
|
—
|
|
|
14,318
|
|
|
(14,218
|
)
|
||||
Total
|
|
|
746
|
|
|
(9,568
|
)
|
|
79,557
|
|
|
(79,998
|
)
|
||||
Gross Financial Instruments
|
|
|
746
|
|
|
(120,107
|
)
|
|
91,363
|
|
|
(125,983
|
)
|
||||
Gross Amounts Offset on Consolidated Balance Sheet:
|
|
|
|
|
|
|
|
|
|
||||||||
Contract netting
|
|
|
—
|
|
|
—
|
|
|
(91,363
|
)
|
|
91,363
|
|
||||
Net Financial Instruments
|
|
|
746
|
|
|
(120,107
|
)
|
|
—
|
|
|
(34,620
|
)
|
||||
Cash collateral
|
|
|
—
|
|
|
—
|
|
|
8,854
|
|
|
34,620
|
|
||||
Net Assets/Liabilities from Risk Management Activities
|
|
|
$
|
746
|
|
|
$
|
(120,107
|
)
|
|
$
|
8,854
|
|
|
$
|
—
|
|
|
Fiscal Year Ended September 30
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Commodity contracts
|
$
|
3,516
|
|
|
$
|
10,311
|
|
|
$
|
(792
|
)
|
Fair value adjustment for natural gas inventory designated as the hedged item
|
18,079
|
|
|
(9,768
|
)
|
|
2,486
|
|
|||
Total decrease in purchased gas cost
|
$
|
21,595
|
|
|
$
|
543
|
|
|
$
|
1,694
|
|
The decrease in purchased gas cost is comprised of the following:
|
|
|
|
|
|
||||||
Basis ineffectiveness
|
$
|
(1,390
|
)
|
|
$
|
811
|
|
|
$
|
(919
|
)
|
Timing ineffectiveness
|
22,985
|
|
|
(268
|
)
|
|
2,613
|
|
|||
|
$
|
21,595
|
|
|
$
|
543
|
|
|
$
|
1,694
|
|
|
Fiscal Year Ended September 30, 2016
|
||||||||||
|
Regulated
Distribution
|
|
Nonregulated
|
|
Consolidated
|
||||||
|
(In thousands)
|
||||||||||
Loss reclassified from AOCI for effective portion of commodity contracts
|
$
|
—
|
|
|
$
|
(52,651
|
)
|
|
$
|
(52,651
|
)
|
Loss arising from ineffective portion of commodity contracts
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
|||
Total impact on purchased gas cost
|
—
|
|
|
(52,670
|
)
|
|
(52,670
|
)
|
|||
Net loss on settled interest rate agreements reclassified from AOCI into interest expense
|
(546
|
)
|
|
—
|
|
|
(546
|
)
|
|||
Total impact from cash flow hedges
|
$
|
(546
|
)
|
|
$
|
(52,670
|
)
|
|
$
|
(53,216
|
)
|
|
Fiscal Year Ended September 30, 2015
|
||||||||||
|
Regulated
Distribution
|
|
Nonregulated
|
|
Consolidated
|
||||||
|
(In thousands)
|
||||||||||
Loss reclassified from AOCI for effective portion of commodity contracts
|
$
|
—
|
|
|
$
|
(41,716
|
)
|
|
$
|
(41,716
|
)
|
Loss arising from ineffective portion of commodity contracts
|
—
|
|
|
(325
|
)
|
|
(325
|
)
|
|||
Total impact on purchased gas cost
|
—
|
|
|
(42,041
|
)
|
|
(42,041
|
)
|
|||
Net loss on settled interest rate agreements reclassified from AOCI into interest expense
|
(853
|
)
|
|
—
|
|
|
(853
|
)
|
|||
Total impact from cash flow hedges
|
$
|
(853
|
)
|
|
$
|
(42,041
|
)
|
|
$
|
(42,894
|
)
|
|
Fiscal Year Ended September 30, 2014
|
||||||||||
|
Regulated
Distribution
|
|
Nonregulated
|
|
Consolidated
|
||||||
|
(In thousands)
|
||||||||||
Gain reclassified from AOCI for effective portion of commodity contracts
|
$
|
—
|
|
|
$
|
8,365
|
|
|
$
|
8,365
|
|
Gain arising from ineffective portion of commodity contracts
|
—
|
|
|
198
|
|
|
198
|
|
|||
Total impact on purchased gas cost
|
—
|
|
|
8,563
|
|
|
8,563
|
|
|||
Net loss on settled interest rate agreements reclassified from AOCI into interest expense
|
(4,230
|
)
|
|
—
|
|
|
(4,230
|
)
|
|||
Total impact from cash flow hedges
|
$
|
(4,230
|
)
|
|
$
|
8,563
|
|
|
$
|
4,333
|
|
|
Fiscal Year Ended
September 30
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Decrease in fair value:
|
|
|
|
||||
Interest rate agreements
|
$
|
(99,029
|
)
|
|
$
|
(71,003
|
)
|
Forward commodity contracts
|
(11,662
|
)
|
|
(49,211
|
)
|
||
Recognition of losses in earnings due to settlements:
|
|
|
|
||||
Interest rate agreements
|
347
|
|
|
542
|
|
||
Forward commodity contracts
|
32,117
|
|
|
25,448
|
|
||
Total other comprehensive income (loss) from hedging, net of tax
(1)
|
$
|
(78,227
|
)
|
|
$
|
(94,224
|
)
|
(1)
|
Utilizing an income tax rate ranging from approximately
37 percent
to
39 percent
based on the effective rates in each taxing jurisdiction.
|
|
Interest Rate
Agreements
|
|
Commodity
Contracts
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
2017
|
$
|
(447
|
)
|
|
$
|
(3,983
|
)
|
|
$
|
(4,430
|
)
|
2018
|
(649
|
)
|
|
(561
|
)
|
|
(1,210
|
)
|
|||
2019
|
(673
|
)
|
|
(414
|
)
|
|
(1,087
|
)
|
|||
2020
|
(698
|
)
|
|
(26
|
)
|
|
(724
|
)
|
|||
2021
|
(698
|
)
|
|
2
|
|
|
(696
|
)
|
|||
Thereafter
|
(15,139
|
)
|
|
—
|
|
|
(15,139
|
)
|
|||
Total
(1)
|
$
|
(18,304
|
)
|
|
$
|
(4,982
|
)
|
|
$
|
(23,286
|
)
|
(1)
|
Utilizing an income tax rate ranging from approximately
37 percent
to
39 percent
based on the effective rates in each taxing jurisdiction.
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
(1)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Netting and
Cash
Collateral
(2)
|
|
September 30, 2016
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
|
|
|
|
|
|
|
|
|
||||||||||
Regulated distribution segment
|
$
|
—
|
|
|
$
|
4,851
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,851
|
|
Nonregulated segment
|
—
|
|
|
39,290
|
|
|
—
|
|
|
(32,515
|
)
|
|
6,775
|
|
|||||
Total financial instruments
|
—
|
|
|
44,141
|
|
|
—
|
|
|
(32,515
|
)
|
|
11,626
|
|
|||||
Hedged portion of gas stored underground
|
52,578
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,578
|
|
|||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Money market funds
|
—
|
|
|
2,630
|
|
|
—
|
|
|
—
|
|
|
2,630
|
|
|||||
Registered investment companies
|
38,677
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,677
|
|
|||||
Bonds
|
—
|
|
|
31,394
|
|
|
—
|
|
|
—
|
|
|
31,394
|
|
|||||
Total available-for-sale securities
|
38,677
|
|
|
34,024
|
|
|
—
|
|
|
—
|
|
|
72,701
|
|
|||||
Total assets
|
$
|
91,255
|
|
|
$
|
78,165
|
|
|
$
|
—
|
|
|
$
|
(32,515
|
)
|
|
$
|
136,905
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
|
|
|
|
|
|
|
|
|
||||||||||
Regulated distribution segment
|
$
|
—
|
|
|
$
|
266,489
|
|
|
$
|
—
|
|
|
$
|
(25,670
|
)
|
|
$
|
240,819
|
|
Nonregulated segment
|
—
|
|
|
57,195
|
|
|
—
|
|
|
(57,195
|
)
|
|
—
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
323,684
|
|
|
$
|
—
|
|
|
$
|
(82,865
|
)
|
|
$
|
240,819
|
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
(1)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Netting and
Cash
Collateral
(3)
|
|
September 30, 2015
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
|
|
|
|
|
|
|
|
|
||||||||||
Regulated distribution segment
|
$
|
—
|
|
|
$
|
746
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
746
|
|
Nonregulated segment
|
—
|
|
|
91,363
|
|
|
—
|
|
|
(82,509
|
)
|
|
8,854
|
|
|||||
Total financial instruments
|
—
|
|
|
92,109
|
|
|
—
|
|
|
(82,509
|
)
|
|
9,600
|
|
|||||
Hedged portion of gas stored underground
|
43,901
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,901
|
|
|||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Money market funds
|
—
|
|
|
1,072
|
|
|
—
|
|
|
—
|
|
|
1,072
|
|
|||||
Registered investment companies
|
40,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,619
|
|
|||||
Bonds
|
—
|
|
|
32,509
|
|
|
—
|
|
|
—
|
|
|
32,509
|
|
|||||
Total available-for-sale securities
|
40,619
|
|
|
33,581
|
|
|
—
|
|
|
—
|
|
|
74,200
|
|
|||||
Total assets
|
$
|
84,520
|
|
|
$
|
125,690
|
|
|
$
|
—
|
|
|
$
|
(82,509
|
)
|
|
$
|
127,701
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
|
|
|
|
|
|
|
|
|
||||||||||
Regulated distribution segment
|
$
|
—
|
|
|
$
|
120,107
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120,107
|
|
Nonregulated segment
|
—
|
|
|
125,983
|
|
|
—
|
|
|
(125,983
|
)
|
|
—
|
|
|||||
Total liabilities
|
$
|
—
|
|
|
$
|
246,090
|
|
|
$
|
—
|
|
|
$
|
(125,983
|
)
|
|
$
|
120,107
|
|
(1)
|
Our Level 2 measurements consist of over-the-counter options and swaps, which are valued using a market-based approach in which observable market prices are adjusted for criteria specific to each instrument, such as the strike price, notional amount or basis differences, municipal and corporate bonds, which are valued based on the most recent available quoted market prices and money market funds which are valued at cost.
|
(2)
|
This column reflects adjustments to our gross financial instrument assets and liabilities to reflect netting permitted under our master netting agreements and the relevant authoritative accounting literature. In addition, as of
September 30, 2016
, we had
$25.7 million
of cash held in margin accounts to collateralize certain regulated distribution financial instruments, which were used to offset current and noncurrent risk management liabilities. As of
September 30, 2016
we also had
$24.7 million
of cash held in margin accounts to collateralize certain nonregulated financial instruments. Of this amount,
$17.9 million
was used to offset current and noncurrent risk management liabilities under master netting agreements and the remaining
$6.8 million
is classified as current risk management assets.
|
(3)
|
This column reflects adjustments to our gross financial instrument assets and liabilities to reflect netting permitted under our master netting agreements and the relevant authoritative accounting literature. In addition, as of
September 30, 2015
we had
$43.5 million
of cash held in margin accounts to collateralize certain nonregulated financial instruments. Of this amount,
$34.6 million
was used to offset current and noncurrent risk management liabilities under master netting agreements and the remaining
$8.9 million
is classified as current risk management assets.
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Domestic equity mutual funds
|
$
|
26,692
|
|
|
$
|
6,419
|
|
|
$
|
(590
|
)
|
|
$
|
32,521
|
|
Foreign equity mutual funds
|
4,954
|
|
|
1,202
|
|
|
—
|
|
|
6,156
|
|
||||
Bonds
|
31,296
|
|
|
108
|
|
|
(10
|
)
|
|
31,394
|
|
||||
Money market funds
|
2,630
|
|
|
—
|
|
|
—
|
|
|
2,630
|
|
||||
|
$
|
65,572
|
|
|
$
|
7,729
|
|
|
$
|
(600
|
)
|
|
$
|
72,701
|
|
As of September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Domestic equity mutual funds
|
$
|
27,643
|
|
|
$
|
7,332
|
|
|
$
|
(456
|
)
|
|
$
|
34,519
|
|
Foreign equity mutual funds
|
5,261
|
|
|
905
|
|
|
(66
|
)
|
|
6,100
|
|
||||
Bonds
|
32,423
|
|
|
106
|
|
|
(20
|
)
|
|
32,509
|
|
||||
Money market funds
|
1,072
|
|
|
—
|
|
|
—
|
|
|
1,072
|
|
||||
|
$
|
66,399
|
|
|
$
|
8,343
|
|
|
$
|
(542
|
)
|
|
$
|
74,200
|
|
|
September 30, 2016
|
||
|
(In thousands)
|
||
Carrying Amount
|
$
|
2,460,000
|
|
Fair Value
|
$
|
2,844,990
|
|
|
September 30, 2016
|
||
|
(In thousands)
|
||
Assets:
|
|
||
Net property, plant and equipment
|
$
|
13,000
|
|
Accounts receivable
|
94,000
|
|
|
Gas stored underground
|
56,000
|
|
|
Other current assets
|
13,000
|
|
|
Goodwill
|
15,000
|
|
|
Deferred charges and other assets
|
300
|
|
|
Total assets included in disposal group
|
$
|
191,300
|
|
|
|
||
Liabilities:
|
|
||
Accounts payable and accrued liabilities
|
$
|
71,000
|
|
Other current liabilities
|
8,000
|
|
|
Deferred credits and other
|
200
|
|
|
Total liabilities included in disposal group
|
$
|
79,200
|
|
|
Quarter Ended
|
||||||||||||||
|
December 31
|
|
March 31
|
|
June 30
|
|
September 30
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Fiscal year 2016:
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
|
|
|
|
|
|
||||||||
Regulated distribution
|
$
|
638,602
|
|
|
$
|
849,685
|
|
|
$
|
414,226
|
|
|
$
|
389,353
|
|
Regulated pipeline
|
94,677
|
|
|
95,703
|
|
|
109,249
|
|
|
109,204
|
|
||||
Nonregulated
|
272,524
|
|
|
287,395
|
|
|
214,555
|
|
|
291,889
|
|
||||
Intersegment eliminations
|
(99,582
|
)
|
|
(100,490
|
)
|
|
(105,114
|
)
|
|
(111,927
|
)
|
||||
|
906,221
|
|
|
1,132,293
|
|
|
632,916
|
|
|
678,519
|
|
||||
Gross profit
|
443,763
|
|
|
517,811
|
|
|
407,311
|
|
|
376,011
|
|
||||
Operating income
|
196,205
|
|
|
250,016
|
|
|
137,164
|
|
|
84,633
|
|
||||
Net income
|
102,861
|
|
|
141,810
|
|
|
71,193
|
|
|
34,240
|
|
||||
Net income per share — basic
|
$
|
1.00
|
|
|
$
|
1.38
|
|
|
$
|
0.69
|
|
|
$
|
0.33
|
|
Net income per share — diluted
|
$
|
1.00
|
|
|
$
|
1.38
|
|
|
$
|
0.69
|
|
|
$
|
0.33
|
|
|
Quarter Ended
|
||||||||||||||
|
December 31
|
|
March 31
|
|
June 30
|
|
September 30
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Fiscal year 2015:
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
|
|
|
|
|
|
||||||||
Regulated distribution
|
$
|
846,772
|
|
|
$
|
1,130,613
|
|
|
$
|
416,794
|
|
|
$
|
369,656
|
|
Regulated pipeline
|
83,567
|
|
|
91,730
|
|
|
97,008
|
|
|
97,807
|
|
||||
Nonregulated
|
462,288
|
|
|
438,322
|
|
|
278,769
|
|
|
292,830
|
|
||||
Intersegment eliminations
|
(133,862
|
)
|
|
(120,597
|
)
|
|
(106,170
|
)
|
|
(103,391
|
)
|
||||
|
1,258,765
|
|
|
1,540,068
|
|
|
686,401
|
|
|
656,902
|
|
||||
Gross profit
|
423,285
|
|
|
520,738
|
|
|
381,673
|
|
|
354,321
|
|
||||
Operating income
|
187,725
|
|
|
250,210
|
|
|
117,607
|
|
|
75,853
|
|
||||
Net income
|
97,595
|
|
|
137,684
|
|
|
56,281
|
|
|
23,515
|
|
||||
Net income per share — basic
|
$
|
0.96
|
|
|
$
|
1.35
|
|
|
$
|
0.55
|
|
|
$
|
0.23
|
|
Net income per share — diluted
|
$
|
0.96
|
|
|
$
|
1.35
|
|
|
$
|
0.55
|
|
|
$
|
0.23
|
|
ITEM 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
ITEM 9A.
|
Controls and Procedures.
|
/s/ KIM R. COCKLIN
|
|
/s/ BRET J. ECKERT
|
Kim R. Cocklin
|
|
Bret J. Eckert
|
Chief Executive Officer and Director
|
|
Senior Vice President and
Chief Financial Officer
|
|
|
|
November 14, 2016
|
|
|
ITEM 9B.
|
Other Information.
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance.
|
Name
|
Age
|
|
Years of
Service
|
|
Office Currently Held
|
Kim R. Cocklin
|
65
|
|
10
|
|
Chief Executive Officer and Director
|
Michael E. Haefner
|
56
|
|
8
|
|
President and Chief Operating Officer and Director
|
Bret J. Eckert
|
49
|
|
4
|
|
Senior Vice President and Chief Financial Officer
|
Marvin L. Sweetin
|
53
|
|
16
|
|
Senior Vice President, Safety and Enterprise Services
|
Louis P. Gregory
|
61
|
|
16
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
ITEM 11.
|
Executive Compensation.
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
ITEM 14.
|
Principal Accountant Fees and Services.
|
ITEM 15.
|
Exhibits and Financial Statement Schedules.
|
|
|
|
|
ATMOS ENERGY CORPORATION
|
|
|
|
|
(Registrant)
|
|
|
|
||
|
|
By:
|
|
/s/ BRET J. ECKERT
|
|
|
|
|
Bret J. Eckert
Senior Vice President and Chief Financial Officer
|
/s/ KIM R. COCKLIN
|
|
Chief Executive Officer and Director
|
|
November 14, 2016
|
Kim R. Cocklin
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL E. HAEFNER
|
|
President, Chief Operating Officer and Director
|
|
November 14, 2016
|
Michael E. Haefner
|
|
|
|
|
|
|
|
||
/s/ BRET J. ECKERT
|
|
Senior Vice President and Chief Financial Officer
|
|
November 14, 2016
|
Bret J. Eckert
|
|
|
|
|
|
|
|
||
/s/ CHRISTOPHER T. FORSYTHE
|
|
Vice President and Controller (Principal Accounting Officer)
|
|
November 14, 2016
|
Christopher T. Forsythe
|
|
|
|
|
|
|
|
||
/s/ ROBERT W. BEST
|
|
Chairman of the Board
|
|
November 14, 2016
|
Robert W. Best
|
|
|
|
|
|
|
|
||
/s/ KELLY H. COMPTON
|
|
Director
|
|
November 14, 2016
|
Kelly H. Compton
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD W. DOUGLAS
|
|
Director
|
|
November 14, 2016
|
Richard W. Douglas
|
|
|
|
|
|
|
|
||
/s/ RUBEN E. ESQUIVEL
|
|
Director
|
|
November 14, 2016
|
Ruben E. Esquivel
|
|
|
|
|
|
|
|
|
|
/s/ RAFAEL G. GARZA
|
|
Director
|
|
November 14, 2016
|
Rafael G. Garza
|
|
|
|
|
|
|
|
||
/s/ RICHARD K. GORDON
|
|
Director
|
|
November 14, 2016
|
Richard K. Gordon
|
|
|
|
|
|
|
|
||
/s/ ROBERT C. GRABLE
|
|
Director
|
|
November 14, 2016
|
Robert C. Grable
|
|
|
|
|
|
|
|
||
/s/ THOMAS C. MEREDITH
|
|
Director
|
|
November 14, 2016
|
Thomas C. Meredith
|
|
|
|
|
|
|
|
||
/s/ NANCY K. QUINN
|
|
Director
|
|
November 14, 2016
|
Nancy K. Quinn
|
|
|
|
|
|
|
|
||
/s/ RICHARD A. SAMPSON
|
|
Director
|
|
November 14, 2016
|
Richard A. Sampson
|
|
|
|
|
|
|
|
||
/s/ STEPHEN R. SPRINGER
|
|
Director
|
|
November 14, 2016
|
Stephen R. Springer
|
|
|
|
|
|
|
|
||
/s/ RICHARD WARE II
|
|
Director
|
|
November 14, 2016
|
Richard Ware II
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
||||||||||||
|
Balance at
beginning
of period
|
|
Charged to
cost &
expenses
|
|
Charged to
other
accounts
|
|
Deductions
|
|
|
Balance
at end
of period
|
||||||||||
|
|
|
(In thousands)
|
|
|
|
|
|
||||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
15,283
|
|
|
$
|
10,397
|
|
|
$
|
—
|
|
|
$
|
12,313
|
|
(1)
|
|
$
|
13,367
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
23,992
|
|
|
$
|
15,082
|
|
|
$
|
—
|
|
|
$
|
23,791
|
|
(1)
|
|
$
|
15,283
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
20,624
|
|
|
$
|
19,491
|
|
|
$
|
—
|
|
|
$
|
16,123
|
|
(1)
|
|
$
|
23,992
|
|
(1)
|
Uncollectible accounts written off.
|
Exhibit
Number
|
|
Description
|
|
Page Number or
Incorporation by
Reference to
|
|
|
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
|
|
|
2.1
|
|
Membership Interest Purchase Agreement by and between Atmos Energy Holdings, Inc. as Seller and CenterPoint Energy Services, Inc. as Buyer, dated as of October 29 2016
|
|
Exhibit 2.1 to Form 8-K dated October 29, 2016 (File No. 1-10042)
|
|
|
Articles of Incorporation and Bylaws
|
|
|
3.1
|
|
Restated Articles of Incorporation of Atmos Energy Corporation - Texas (As Amended Effective February 3, 2010)
|
|
Exhibit 3.1 to Form 10-Q dated March 31, 2010 (File No. 1-10042)
|
3.2
|
|
Restated Articles of Incorporation of Atmos Energy Corporation - Virginia (As Amended Effective February 3, 2010)
|
|
Exhibit 3.2 to Form 10-Q dated March 31, 2010 (File No. 1-10042)
|
3.3
|
|
Amended and Restated Bylaws of Atmos Energy Corporation (as of September 28, 2015)
|
|
Exhibit 3.1 to Form 8-K dated September 28, 2015 (File No. 1-10042)
|
|
|
Instruments Defining Rights of Security Holders, Including Indentures
|
|
|
4.1
|
|
Specimen Common Stock Certificate (Atmos Energy Corporation)
|
|
Exhibit 4.1 to Form 10-K for fiscal year ended September 30, 2012 (File No. 1-10042)
|
4.2
|
|
Indenture dated as of November 15, 1995 between United Cities Gas Company and Bank of America Illinois, Trustee
|
|
Exhibit 4.11(a) to Form S-3 dated August 31, 2004 (File No. 333-118706)
|
4.3
|
|
Indenture dated as of July 15, 1998 between Atmos Energy Corporation and U.S. Bank Trust National Association, Trustee
|
|
Exhibit 4.8 to Form S-3 dated August 31, 2004 (File No. 333-118706)
|
4.4
|
|
Indenture dated as of May 22, 2001 between Atmos Energy Corporation and SunTrust Bank, Trustee
|
|
Exhibit 99.3 to Form 8-K dated May 15, 2001 (File No. 1-10042)
|
4.5
|
|
Indenture dated as of June 14, 2007, between Atmos Energy Corporation and U.S. Bank National Association, Trustee
|
|
Exhibit 4.1 to Form 8-K dated June 11, 2007 (File No. 1-10042)
|
4.6
|
|
Indenture dated as of March 23, 2009 between Atmos Energy Corporation and U.S. Bank National Corporation, Trustee
|
|
Exhibit 4.1 to Form 8-K dated March 26, 2009 (File No. 1-10042)
|
4.7(a)
|
|
Debenture Certificate for the 6 3/4% Debentures due 2028
|
|
Exhibit 99.2 to Form 8-K dated July 22, 1998 (File No. 1-10042)
|
4.7(b)
|
|
Global Security for the 5.95% Senior Notes due 2034
|
|
Exhibit 10(2)(g) to Form 10-K for fiscal year ended September 30, 2004 (File No. 1-10042)
|
4.7(c)
|
|
Global Security for the 6.35% Senior Notes due 2017
|
|
Exhibit 4.2 to Form 8-K dated June 11, 2007 (File No. 1-10042)
|
4.7(d)
|
|
Global Security for the 8.50% Senior Notes due 2019
|
|
Exhibit 4.2 to Form 8-K dated March 26, 2009 (File No. 1-10042)
|
4.7(e)
|
|
Global Security for the 5.5% Senior Notes due 2041
|
|
Exhibit 4.2 to Form 8-K dated June 10, 2011 (File No. 1-10042)
|
4.7(f)
|
|
Global Security for the 4.15% Senior Notes due 2043
|
|
Exhibit 4.2 to Form 8-K dated January 8, 2013 (File No. 1-10042)
|
4.7(g)
|
|
Global Security for the 4.125% Senior Notes due 2044
|
|
Exhibit 4.2 to Form 8-K dated October 15, 2014 (File No. 1-10042)
|
|
|
Material Contracts
|
|
|
10.1(a)
|
|
Revolving Credit Agreement, dated as of September 25, 2015 among Atmos Energy Corporation, the Lenders from time to time parties thereto, Crédit Agricole Corporate and Investment Bank as Administrative Agent, and Mizuho Bank Ltd., as Syndication Agent
|
|
Exhibit 10.1 to Form 8-K dated October 1, 2015 (File No. 1-10042)
|
10.1(b)
|
|
First Amendment to Revolving Credit Agreement, dated as of October 5, 2016, by and among Atmos Energy Corporation, the lenders from time to time parties thereto (the "Lenders") and Credit Agricole Corporate and Investment Bank, in its capacity as administrative agent for the Lenders
|
|
Exhibit 10.1 to Form 8-K dated October 5, 2016 (File No. 1-10042)
|
10.1(c)
|
|
Term Loan Agreement, dated as of September 22, 2016, by and among Atmos Energy Corporation, the Lenders from time to time parties thereto and Branch Banking and Trust Company as Administrative Agent
|
|
Exhibit 10.1 to Form 8-K dated September 22, 2016 (File No. 1-10042)
|
10.2
|
|
Equity Distribution Agreement, dated as of March 28, 2016, among Atmos Energy Corporation, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC.
|
|
Exhibit 1.1 to Form 8-K dated March 28, 2016 (File No. 1-10042)
|
|
|
Executive Compensation Plans and Arrangements
|
|
|
10.3(a)*
|
|
Form of Atmos Energy Corporation Change in Control Severance Agreement - Tier I
|
|
Exhibit 10.7(a) to Form 10-K for fiscal year ended September 30, 2010 (File No. 1-10042)
|
10.3(b)*
|
|
Form of Atmos Energy Corporation Change in Control Severance Agreement - Tier II
|
|
Exhibit 10.7(b) to Form 10-K for fiscal year ended September 30, 2010 (File No. 1-10042)
|
10.4(a)*
|
|
Atmos Energy Corporation Executive Retiree Life Plan
|
|
Exhibit 10.31 to Form 10-K for fiscal year ended September 30, 1997 (File No. 1-10042)
|
10.4(b)*
|
|
Amendment No. 1 to the Atmos Energy Corporation Executive Retiree Life Plan
|
|
Exhibit 10.31(a) to Form 10-K for fiscal year ended September 30, 1997 (File No. 1-10042)
|
10.5*
|
|
Atmos Energy Corporation Annual Incentive Plan for Management (as amended and restated October 1, 2016)
|
|
|
10.6(a)*
|
|
Atmos Energy Corporation Supplemental Executive Benefits Plan, Amended and Restated in its Entirety August 7, 2007
|
|
Exhibit 10.8(a) to Form 10-K for fiscal year ended September 30, 2008 (File No. 1-10042)
|
10.6(b)*
|
|
Form of Individual Trust Agreement for the Supplemental Executive Benefits Plan
|
|
Exhibit 10.3 to Form 10-Q for quarter ended December 31, 2000 (File No. 1-10042)
|
10.7(a)*
|
|
Atmos Energy Corporation Supplemental Executive Retirement Plan (As Amended and Restated, Effective as of January 1, 2016)
|
|
|
10.7(b)*
|
|
Atmos Energy Corporation Performance-Based Supplemental Executive Benefits Plan Trust Agreement, Effective Date December 1, 2000
|
|
Exhibit 10.1 to Form 10-Q for quarter ended December 31, 2000 (File No. 1-10042)
|
10.8*
|
|
Atmos Energy Corporation Account Balance Supplemental Executive Retirement Plan (As Amended and Restated, Effective as of January 1, 2016)
|
|
|
10.9(a)*
|
|
Mini-Med/Dental Benefit Extension Agreement dated October 1, 1994
|
|
Exhibit 10.28(f) to Form 10-K for fiscal year ended September 30, 2001 (File No. 1-10042)
|
10.9(b)*
|
|
Amendment No. 1 to Mini-Med/Dental Benefit Extension Agreement dated August 14, 2001
|
|
Exhibit 10.28(g) to Form 10-K for fiscal year ended September 30, 2001 (File No. 1-10042)
|
10.9(c)*
|
|
Amendment No. 2 to Mini-Med/Dental Benefit Extension Agreement dated December 31, 2002
|
|
Exhibit 10.1 to Form 10-Q for quarter ended December 31, 2002 (File No. 1-10042)
|
10.10*
|
|
Atmos Energy Corporation Equity Incentive and Deferred Compensation Plan for Non-Employee Directors, Amended and Restated as of January 1, 2012
|
|
Exhibit 10.1 to Form 10-Q for quarter ended December 31, 2011 (File No. 1-10042)
|
10.11(a)*
|
|
Atmos Energy Corporation 1998 Long-Term Incentive Plan (as amended and restated February 3, 2016)
|
|
Exhibit 99.1 to Form S-8 dated March 29, 2016 (File No. 333-210461)
|
10.11(b)*
|
|
Form of Award Agreement of Time-Lapse Restricted Stock Units under the Atmos Energy Corporation 1998 Long-Term Incentive Plan
|
|
|
10.11(c)*
|
|
Form of Award Agreement of Performance-Based Restricted Stock Units under the Atmos Energy Corporation 1998 Long-Term Incentive Plan
|
|
|
10.12*
|
|
Atmos Energy Corporation Outside Directors Stock-for-Fee Plan, Amended and Restated as of October 1, 2009
|
|
Exhibit 10.13 to Form 10-K for fiscal year ended September 30, 2010 (File No. 1-10042)
|
12
|
|
Statement of computation of ratio of earnings to fixed charges
|
|
|
|
|
Other Exhibits, as indicated
|
|
|
21
|
|
Subsidiaries of the registrant
|
|
|
23.1
|
|
Consent of independent registered public accounting firm, Ernst & Young LLP
|
|
|
24
|
|
Power of Attorney
|
|
Signature page of Form 10-K for fiscal year ended September 30, 2016
|
31
|
|
Rule 13a-14(a)/15d-14(a) Certifications
|
|
|
32
|
|
Section 1350 Certifications**
|
|
|
|
|
Interactive Data File
|
|
|
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 Taxonomy Extension Labels Linkbase
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
*
|
This exhibit constitutes a "management contract or compensatory plan, contract, or arrangement."
|
**
|
These certifications pursuant to 18 U.S.C. Section 1350 by the Company’s Chief Executive Officer and Chief Financial Officer, furnished as Exhibit 32 to this Annual Report on Form 10-K, will not be deemed to be filed with the Securities and Exchange Commission or incorporated by reference into any filing by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates such certifications by reference.
|
(c)
|
Pre-tax or after-tax profit levels, including: earnings per share; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; net operating profits after tax, and net income;
|
(g)
|
Levels of operating expense or other expense items as reported on the income statement, including operating and maintenance expense; and/or
|
(h)
|
Measures of customer satisfaction and customer service as surveyed from time to time, including the relative improvement therein.
|
ARTICLE I
|
Purpose and Effective Date
|
Section 1.1.
|
Purpose
|
Section 1.2.
|
Effective Date
|
ARTICLE II
|
Definitions and Construction
|
Section 2.1.
|
Definitions
|
Section 2.2.
|
Construction
|
Section 2.3.
|
Governing Law
|
ARTICLE III
|
Eligibility and Participation
|
Section 3.1.
|
Employees Eligible to Participate
|
ARTICLE IV
|
Assets Used for Benefits
|
Section 4.1.
|
Amounts Provided by the Employer
|
Section 4.2.
|
Funding
|
ARTICLE V
|
Supplemental Pension Benefits
|
Section 5.1.
|
Eligibility for Supplemental Pension
|
Section 5.2.
|
Amount of Supplemental Pension
|
Section 5.3.
|
Form of Payment of Supplemental Pension
|
Section 5.4.
|
Commencement of Supplemental Pension
|
Section 5.5.
|
Supplemental Pensions After a Change in Control
|
ARTICLE VI
|
Disability Benefits
|
Section 6.1.
|
Eligibility For Disability Benefit
|
Section 6.2.
|
Amount of Disability Benefit
|
Section 6.3.
|
Payment of Disability Benefit
|
Section 6.4.
|
Payment of Supplemental Pension to Disabled Participants
|
ARTICLE VII
|
Death Benefits
|
Section 7.1.
|
Eligibility For Death Benefit
|
Section 7.2.
|
Amount of Death Benefit
|
Section 7.3.
|
Form of Payment of Death Benefits
|
Section 7.4.
|
Commencement of Death Benefits
|
ARTICLE VIII
|
Administration
|
Section 8.1.
|
Plan Administration
|
Section 8.2.
|
Powers of Plan Administrator
|
Section 8.3.
|
Calculation of Funding Obligations
|
Section 8.4.
|
Annual Statements
|
ARTICLE IX
|
Miscellaneous Provisions
|
Section 9.1.
|
Amendment or Termination of the Plan
|
Section 9.2.
|
Nonguarantee of Employment
|
Section 9.3.
|
Nonalienation of Benefits
|
Section 9.4.
|
Liability
|
Section 9.5.
|
Participation Agreement
|
Section 9.6.
|
Successors to the Employer
|
Section 9.7.
|
Tax Withholding
|
Exhibit A
|
Summary of Actuarial Assumptions for Determining Lump Sum Distributions and Optional Annuity Forms
|
Exhibit B
|
Summary of Actuarial Assumptions and Methods for Determining Supplemental Executive Retirement Plan Trust Annual Funding Liabilities
|
(i)
|
Interest:
The applicable segment rates as defined in Code Section 417(e)(3)(D) for the November (from and after January 1, 2010, the September) preceding the first day of the calendar year in which the participant retires or otherwise becomes entitled to payments under the Supplemental Executive Retirement Plan without regard to Section 5.4(c) of the Plan and without regard to the phase-in percentages specified in Code Section 417(e)(3)(D)(iii).
|
(ii)
|
Mortality:
The applicable mortality table as defined in Code Section 417(e)(3), and amended by the Pension Protection Act.
|
(i)
|
Interest:
6.0% per year.
|
(ii)
|
Mortality:
1983 Unisex Group Annuity Mortality (50% 1983 Group Annuity Mortality for males, 50% 1983 Group Annuity Mortality for females).
|
(1)
|
The greater of (A) Participant’s annual base salary at the date of his termination of employment, or (B) the average of the Participant’s annual base salary for the highest three (3) calendar years (whether or not consecutive) of the Participant’s employment with the Employer.
|
(2)
|
The greater of (A) the Participant’s last Performance Award or (B) the average of the highest three (3) Performance Awards (whether or not consecutive).
|
ARTICLE I
|
Purpose and Effective Date
|
Section 1.1.
|
Purpose
|
Section 1.2.
|
Effective Date
|
ARTICLE II
|
Definitions and Construction
|
Section 2.1.
|
Definitions
|
Section 2.2.
|
Construction
|
Section 2.3.
|
Governing Law
|
ARTICLE III
|
Eligibility and Participation
|
Section 3.1.
|
Employees Eligible to Participate
|
ARTICLE IV
|
Assets Used for Benefits
|
Section 4.1.
|
Amounts Provided by the Employer
|
Section 4.2.
|
Funding
|
ARTICLE V
|
Supplemental Benefits
|
Section 5.1.
|
Eligibility for Supplemental Benefit
|
Section 5.2.
|
Amount of Supplemental Benefit
|
Section 5.3.
|
Form of Payment of Supplemental Benefit
|
Section 5.4.
|
Time of Payment of Supplemental Benefit
|
ARTICLE VI
|
Administration
|
Section 6.1.
|
Plan Administration
|
Section 6.2.
|
Powers of Plan Administrator
|
Section 6.3.
|
Annual Statements
|
ARTICLE VII
|
Miscellaneous Provisions
|
Section 7.1.
|
Amendment or Termination of the Plan
|
Section 7.2.
|
Nonguarantee of Employment or Participation
|
Section 7.3.
|
Nonalienation of Benefits
|
Section 7.4.
|
Liability
|
Section 7.5.
|
Participation Agreement
|
Section 7.6.
|
Successors to the Employer
|
Section 7.7.
|
Tax Withholding
|
Section 7.8.
|
Code Section 409A
|
4.
|
Forfeiture of Units
.
|
5.
|
Removal of Restrictions
.
|
Performance-Based Restricted Stock Units
Performance Schedule for Grant of Performance Period FY 2016-2018
|
||
Performance Level
|
Cumulative 3-Yr. EPS
|
Restricted Stock Units Earned
|
Below Threshold
|
Less than $_____
|
0%
|
Threshold
|
$_____
|
50%
|
Target
|
$_____
|
100%
|
Maximum
|
$_____
|
200%
|
4.
|
Forfeiture of Units
.
|
5.
|
Removal of Restrictions
.
|
6.
|
Credit of Dividend Equivalents
.
|
|
|
Year Ended September 30
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(Dollars in thousands)
|
||||||||||||||||||
Income from continuing operations before provision for income taxes per statement of income
|
|
$
|
550,477
|
|
|
$
|
510,765
|
|
|
$
|
476,819
|
|
|
$
|
373,297
|
|
|
$
|
290,422
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Portion of rents representative of the interest factor
|
|
12,525
|
|
|
12,383
|
|
|
12,231
|
|
|
12,442
|
|
|
12,623
|
|
|||||
Interest on debt & amortization of debt expense
|
|
115,948
|
|
|
116,241
|
|
|
129,295
|
|
|
128,385
|
|
|
141,174
|
|
|||||
Income as adjusted
|
|
$
|
678,950
|
|
|
$
|
639,389
|
|
|
$
|
618,345
|
|
|
$
|
514,124
|
|
|
$
|
444,219
|
|
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest on debt & amortization of debt expense (1)
|
|
$
|
115,948
|
|
|
$
|
116,241
|
|
|
$
|
129,295
|
|
|
$
|
128,385
|
|
|
$
|
141,174
|
|
Capitalized interest (2)
|
|
2,790
|
|
|
2,260
|
|
|
1,522
|
|
|
1,895
|
|
|
2,642
|
|
|||||
Rents
|
|
37,575
|
|
|
37,150
|
|
|
36,693
|
|
|
37,326
|
|
|
37,868
|
|
|||||
Portion of rents representative of the interest factor (3)
|
|
12,525
|
|
|
12,383
|
|
|
12,231
|
|
|
12,442
|
|
|
12,623
|
|
|||||
Fixed charges (1)+(2)+(3)
|
|
$
|
131,263
|
|
|
$
|
130,884
|
|
|
$
|
143,048
|
|
|
$
|
142,722
|
|
|
$
|
156,439
|
|
Ratio of earnings to fixed charges
|
|
5.17
|
|
|
4.89
|
|
|
4.32
|
|
|
3.60
|
|
|
2.84
|
|
|
|
|
|
|
Name
|
|
State of
Incorporation
|
|
Percent of
Ownership
|
ATMOS ENERGY HOLDINGS, INC.
(wholly owned by Atmos Energy Corporation)
|
|
Delaware
|
|
100%
|
|
|
|
||
BLUE FLAME INSURANCE SERVICES, LTD
(wholly owned by Atmos Energy Corporation)
|
|
Bermuda
|
|
100%
|
|
|
|
||
ATMOS ENERGY SERVICES, LLC
(a limited liability company)
(wholly owned by Atmos Energy Holdings, Inc.)
|
|
Delaware
|
|
100%
|
|
|
|
||
EGASCO, LLC
(a limited liability company)
(wholly owned by Atmos Energy Holdings, Inc.)
|
|
Texas
|
|
100%
|
|
|
|
||
ATMOS ENERGY MARKETING, LLC
(a limited liability company)
(wholly owned by Atmos Energy Holdings, Inc.)
|
|
Delaware
|
|
100%
|
|
|
|
||
ATMOS POWER SYSTEMS, INC.
(a wholly owned by Atmos Energy Holdings, Inc.)
|
|
Georgia
|
|
100%
|
|
|
|
||
ATMOS PIPELINE AND STORAGE, LLC
(a limited liability company)
(wholly owned by Atmos Energy Holdings, Inc.)
|
|
Delaware
|
|
100%
|
|
|
|
||
UCG STORAGE, INC.
(wholly owned by Atmos Pipeline and Storage, LLC)
|
|
Delaware
|
|
100%
|
|
|
|
||
WKG STORAGE, INC.
(wholly owned by Atmos Pipeline and Storage, LLC)
|
|
Delaware
|
|
100%
|
|
|
|
||
ATMOS EXPLORATION AND PRODUCTION, INC.
(wholly owned by Atmos Pipeline and Storage, LLC)
|
|
Delaware
|
|
100%
|
|
|
|
Name
|
State of
Incorporation
|
Percent of
Ownership
|
TRANS LOUISIANA GAS PIPELINE, INC.
(wholly owned by Atmos Pipeline and Storage, LLC)
|
Louisiana
|
100%
|
|
|
|
TRANS LOUISIANA GAS STORAGE, INC.
(wholly owned by Atmos Pipeline and Storage, LLC)
|
Delaware
|
100%
|
|
|
|
ATMOS GATHERING COMPANY, LLC
(a limited liability company)
(wholly owned by Atmos Pipeline and Storage, LLC)
|
Delaware
|
100%
|
|
|
|
PHOENIX GAS GATHERING COMPANY
(wholly owned by Atmos Gathering Company, LLC)
|
Delaware
|
100%
|
|
|
|
FORT NECESSITY GAS STORAGE, LLC
(a limited liability company)
(wholly owned by Atmos Pipeline and Storage, LLC)
|
Delaware
|
100%
|
1.
|
I have reviewed this Annual Report on Form 10-K of Atmos Energy Corporation;
|
2.
|
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;
|
3.
|
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;
|
4.
|
The registrant's other certifying officer 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 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 registrant's board of directors (or persons performing 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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1.
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I have reviewed this Annual Report on Form 10-K of Atmos Energy Corporation;
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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 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)
|
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 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 registrant's board of directors (or persons performing equivalent functions):
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(a)
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All significant deficiencies or 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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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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