|
|
|
|
|
Page
|
|
|
|
|
Part I
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
Mine Safety Disclosures
|
|
|
|
|
|
Part II
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
Part III
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
Part IV
|
|
Item 15.
|
Adjusted diluted EPS from continuing operations
|
Non-GAAP measure defined as diluted earnings per share from continuing operations before the one-time, non-cash income tax benefit
|
Adjusted income from continuing operations
|
Non-GAAP measure defined as income from continuing operations before the one-time, non-cash income tax benefit
|
AEC
|
Atmos Energy Corporation
|
AEH
|
Atmos Energy Holdings, Inc.
|
AEM
|
Atmos Energy Marketing, LLC
|
AOCI
|
Accumulated Other Comprehensive Income
|
ARM
|
Annual Rate Mechanism
|
ATO
|
Trading symbol for Atmos Energy Corporation common stock on the NYSE
|
Bcf
|
Billion cubic feet
|
Contribution Margin
|
Non-GAAP measure defined as operating revenues less purchased gas cost
|
COSO
|
Committee of Sponsoring Organizations of the Treadway Commission
|
DARR
|
Dallas Annual Rate Review
|
ERISA
|
Employee Retirement Income Security Act of 1974
|
FASB
|
Financial Accounting Standards Board
|
FERC
|
Federal Energy Regulatory Commission
|
GAAP
|
Generally Accepted Accounting Principles
|
GRIP
|
Gas Reliability Infrastructure Program
|
GSRS
|
Gas System Reliability Surcharge
|
LTIP
|
1998 Long-Term Incentive Plan
|
Mcf
|
Thousand cubic feet
|
MDWQ
|
Maximum daily withdrawal quantity
|
Mid-Tex ATM Cities
|
Represents a coalition of 47 incorporated cities or approximately 8 percent of the Mid-Tex Division's customers.
|
Mid-Tex Cities
|
Represents all incorporated cities other than Dallas and Mid-Tex ATM Cities, or approximately 72 percent of the Mid-Tex Division’s customers.
|
MMcf
|
Million cubic feet
|
Moody’s
|
Moody’s Investor Service, Inc.
|
NGA
|
Natural Gas Act of 1938
|
NYMEX
|
New York Mercantile Exchange, Inc.
|
NYSE
|
New York Stock Exchange
|
PHMSA
|
Pipeline and Hazardous Materials Safety Administration
|
PPA
|
Pension Protection Act of 2006
|
PRP
|
Pipeline Replacement Program
|
RRC
|
Railroad Commission of Texas
|
RRM
|
Rate Review Mechanism
|
RSC
|
Rate Stabilization Clause
|
S&P
|
Standard & Poor’s Corporation
|
SAVE
|
Steps to Advance Virginia Energy
|
SEC
|
United States Securities and Exchange Commission
|
SGR
|
Supplemental Growth Rider
|
SIR
|
System Integrity Rider
|
SRF
|
Stable Rate Filing
|
SSIR
|
System Safety and Integrity Rider
|
TCJA
|
Tax Cuts and Jobs Act of 2017
|
WNA
|
Weather Normalization Adjustment
|
ITEM 1.
|
Business.
|
•
|
operating our business exceptionally well
|
•
|
investing in our people and infrastructure
|
•
|
enhancing our culture.
|
•
|
The
distribution segment
is primarily comprised of our regulated natural gas distribution and related sales operations in eight states.
|
•
|
The
pipeline and storage segment
is comprised primarily of the pipeline and storage operations of our Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.
|
•
|
The
natural gas marketing segment
is comprised of our discontinued natural gas marketing business.
|
Division
|
|
Service Areas
|
|
Communities Served
|
|
Customer Meters
|
Mid-Tex
|
|
Texas, including the Dallas/Fort Worth Metroplex
|
|
550
|
|
1,697,171
|
Kentucky/Mid-States
|
|
Kentucky
|
|
230
|
|
182,510
|
|
|
Tennessee
|
|
|
|
150,661
|
|
|
Virginia
|
|
|
|
24,396
|
Louisiana
|
|
Louisiana
|
|
270
|
|
362,233
|
West Texas
|
|
Amarillo, Lubbock, Midland
|
|
80
|
|
313,828
|
Mississippi
|
|
Mississippi
|
|
110
|
|
269,333
|
Colorado-Kansas
|
|
Colorado
|
|
170
|
|
120,384
|
|
|
Kansas
|
|
|
|
135,820
|
•
|
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 adjustment to rates for qualifying capital expenditures. Through our annual formula rate mechanisms and infrastructure programs, we have the ability to recover over 85 percent of our capital expenditures within six months and 99 percent within twelve months.
|
•
|
Authorization in tariffs, statute or commission rules that allows us to defer certain elements of our cost of service such as depreciation, ad valorem taxes and pension costs, until they are included in rates.
|
•
|
WNA mechanisms in seven states that serve to minimize the effects of weather on approximately 97 percent of our distribution Contribution 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
|
|
05/22/2018
|
|
$2,122,194
|
|
8.87%
|
|
47/53
|
11.50%
|
Colorado-Kansas
|
|
Colorado
|
|
05/03/2018
|
|
134,726
|
|
7.55%
|
|
44/56
|
9.45%
|
|
|
Colorado SSIR
|
|
01/01/2018
|
|
29,855
|
|
7.82%
|
|
48/52
|
9.60%
|
|
|
Kansas
|
|
03/17/2016
|
|
200,564
|
|
(3)
|
|
(3)
|
(3)
|
|
|
Kansas GSRS
|
|
02/27/2018
|
|
12,514
|
|
(3)
|
|
(3)
|
(3)
|
Kentucky/Mid-States
|
|
Kentucky
|
|
05/03/2018
|
|
427,646
|
|
7.41%
|
|
47/53
|
9.70%
|
|
|
Tennessee
(8)
|
|
06/01/2017
|
|
302,953
|
|
7.49%
|
|
47/53
|
9.80%
|
|
|
Virginia
|
|
12/27/2016
|
|
47,581
|
|
(3)
|
|
(3)
|
(3)
|
Louisiana
|
|
Trans La
|
|
05/01/2018
|
|
169,120
|
|
7.26%
|
|
49/51
|
9.80%
|
|
|
LGS
|
|
07/01/2018
|
|
419,080
|
|
7.55%
|
|
44/56
|
9.80%
|
Mid-Tex Cities
|
|
Texas
(9)
|
|
06/01/2017
|
|
2,362,937
(2)
|
|
8.36%
|
|
45/55
|
10.50%
|
Mid-Tex — Dallas
|
|
Texas
|
|
02/14/2018
|
|
(3)
|
|
(3)
|
|
(3)
|
(3)
|
Mississippi
|
|
Mississippi
(7)
|
|
01/01/2018
|
|
377,954
|
|
7.47%
|
|
47/53
|
9.67%
|
|
|
Mississippi - SIR
(7)
|
|
01/01/2018
|
|
70,141
|
|
7.60%
|
|
47/53
|
9.92%
|
|
|
Mississippi - SGR
|
|
01/01/2018
|
|
23,718
|
|
8.70%
|
|
47/53
|
12.00%
|
West Texas
(4)
|
|
Texas
(10)
|
|
03/15/2017
|
|
(3)
|
|
(3)
|
|
(3)
|
10.50%
|
|
|
Texas-GRIP
|
|
06/05/2018
|
|
507,831
|
|
8.57%
|
|
48/52
|
10.50%
|
Division
|
|
Jurisdiction
|
|
Bad Debt
Rider
(5)
|
|
Formula Rate
|
|
Infrastructure Mechanism
|
Performance Based
Rate Program
(6)
|
|
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
|
|
No
|
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
(4)
|
|
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)
|
The Mid-Tex rate base represents a “system-wide”, or 100 percent, of the Mid-Tex Division’s rate base.
|
(3)
|
A rate base, rate of return, return on equity or debt/equity ratio was not included in the respective state commission’s final decision.
|
(4)
|
The West Texas Cities includes all West Texas Division cities except Amarillo, Channing, Dalhart and Lubbock.
|
(5)
|
The bad debt rider allows us to recover from ratepayers the gas cost portion of uncollectible accounts.
|
(6)
|
The performance-based rate program provides incentives to distribution companies to minimize purchased gas costs by allowing the companies and their customers to share the purchased gas costs savings.
|
(7)
|
The Mississippi Public Service Commission approved a settlement at its meeting on October 23, 2018, which included a rate base of $541.7 million, an authorized return of 7.81%, a debt/equity ratio of 45/55 and an authorized ROE of 10.24%. New rates were implemented November 1, 2018.
|
(8)
|
The Tennessee Public Utility Commission approved the Formula Rate Mechanism filing at its meeting on October 15, 2018, which included a rate base of $351.8 million, an authorized return of 7.26%, a debt/equity ratio of 49/51 and an authorized ROE of 9.8%.
|
(9)
|
The Mid-Tex Cities approved the Formula Rate Mechanism filing with rates effective October 1, 2018, which included a rate base of $2,587.3 million, an authorized return of 7.87%, a debt/equity ratio of 42/58 and an authorized ROE of 9.80%.
|
(10)
|
The West Texas Cities approved the Formula Rate Mechanism filing with rates effective October 1, 2018, which included a rate base of $505.7 million, an authorized return of 7.87%, a debt/equity ratio of 42/58 and an authorized ROE of 9.80%.
|
|
|
Annual Increase (Decrease) to Operating
Income For the Fiscal Year Ended September 30
|
||||||||||
Rate Action
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(In thousands)
|
||||||||||
Annual formula rate mechanisms
|
|
$
|
92,472
|
|
|
$
|
90,427
|
|
|
$
|
114,974
|
|
Rate case filings
|
|
(12,853
|
)
|
|
12,961
|
|
|
7,716
|
|
|||
Other ratemaking activity
|
|
457
|
|
|
784
|
|
|
(183
|
)
|
|||
|
|
$
|
80,076
|
|
|
$
|
104,172
|
|
|
$
|
122,507
|
|
Division
|
|
Rate Action
|
|
Jurisdiction
|
|
Operating Income
Requested
|
||
|
|
|
|
|
|
(In thousands)
|
||
Mid-Tex
|
|
Formula Rate Mechanism
|
|
Mid-Tex Cities
(1) (2)
|
|
$
|
28,036
|
|
Mid-Tex
|
|
Rate Case
|
|
ATM Cities
(1)
|
|
4,252
|
|
|
Mid-Tex
|
|
Rate Case
|
|
Environs
(1) (7)
|
|
(1,875
|
)
|
|
Mississippi
|
|
Infrastructure Mechanism
|
|
Mississippi
(1) (3)
|
|
7,976
|
|
|
Mississippi
|
|
Formula Rate Mechanism
|
|
Mississippi
(1) (3)
|
|
4,119
|
|
|
Kentucky/Mid-States
|
|
Formula Rate Mechanism
|
|
Tennessee
(1) (4)
|
|
(5,032
|
)
|
|
Kentucky/Mid-States
|
|
Formula Rate Mechanism True-Up
|
|
Tennessee
(1) (5)
|
|
(3,220
|
)
|
|
Kentucky/Mid-States
|
|
Rate Case
|
|
Kentucky
(1)
|
|
14,424
|
|
|
Kentucky/Mid-States
|
|
Rate Case
|
|
Virginia
(1)
|
|
605
|
|
|
West Texas
|
|
Formula Rate Mechanism
|
|
WT Cities
(1) (6)
|
|
4,030
|
|
|
West Texas
|
|
Rate Case
|
|
Environs
(1) (7)
|
|
(485
|
)
|
|
|
|
|
|
|
|
$
|
52,830
|
|
(1)
|
The filing amount reflects a 21% federal income tax rate resulting from the Tax Cuts and Jobs Act of 2017 (TCJA).
|
(2)
|
The Mid-Tex Cities approved a rate increase of $17.6 million effective October 1, 2018.
|
(3)
|
The Mississippi Public Service Commission approved a settlement at its meeting on October 23, 2018, for a combined $7.0 million increase. New rates were implemented November 1, 2018.
|
(4)
|
The Tennessee Public Utility Commission approved the Formula Rate Mechanism filing, which included $0.4 million related to the May 2017 true-up, at its October 15, 2018 meeting.
|
(5)
|
The Tennessee Formula Rate Mechanism Test Period Ended May 2018 reflects the discontinuance of the prior year true-up.
|
(6)
|
The West Texas Cities approved a rate increase of $2.8 million effective October 1, 2018.
|
(7)
|
Settlement pending Texas Railroad Commission approval.
|
|
|
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)
|
|
|
||
2018 Filings:
|
|
|
|
|
|
|
|
|
||
Louisiana
|
|
LGS
(1)
|
|
12/2017
|
|
$
|
(1,521
|
)
|
|
07/01/2018
|
West Texas
|
|
Amarillo, Lubbock, Dalhart and Channing
(1)
|
|
12/2017
|
|
4,418
|
|
|
06/08/2018
|
|
Mid-Tex
|
|
Environs
(1)
|
|
12/2017
|
|
1,604
|
|
|
06/05/2018
|
|
West Texas
|
|
Environs
(1)
|
|
12/2017
|
|
826
|
|
|
06/05/2018
|
|
Atmos Pipeline - Texas
|
|
Texas
(1)
|
|
12/2017
|
|
42,173
|
|
|
05/22/2018
|
|
Louisiana
|
|
Trans La
(1)
|
|
09/2017
|
|
(1,913
|
)
|
|
05/01/2018
|
|
Colorado-Kansas
|
|
Kansas GSRS
|
|
09/2018
|
|
820
|
|
|
02/27/2018
|
|
Mississippi
|
|
Mississippi - SIR
|
|
10/2018
|
|
7,658
|
|
|
01/01/2018
|
|
Mississippi
|
|
Mississippi - SGR
(2)
|
|
10/2018
|
|
1,245
|
|
|
01/01/2018
|
|
Mississippi
|
|
Mississippi - SRF
(2)
|
|
10/2018
|
|
—
|
|
|
01/01/2018
|
|
Colorado-Kansas
|
|
Colorado SSIR
|
|
12/2018
|
|
2,228
|
|
|
12/20/2017
|
|
Atmos Pipeline - Texas
|
|
Texas
|
|
12/2016
|
|
28,988
|
|
|
12/05/2017
|
|
Kentucky/Mid-States
|
|
Kentucky - PRP
|
|
09/2018
|
|
5,638
|
|
|
10/27/2017
|
|
Kentucky/Mid-States
|
|
Virginia - SAVE
(3)
|
|
09/2017
|
|
308
|
|
|
10/01/2017
|
|
Total 2018 Filings
|
|
|
|
|
|
$
|
92,472
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2017 Filings:
|
|
|
|
|
|
|
|
|
||
Louisiana
|
|
LGS
|
|
12/2016
|
|
$
|
6,237
|
|
|
07/01/2017
|
Mid-Tex
|
|
Mid-Tex DARR
|
|
09/2016
|
|
9,672
|
|
|
06/01/2017
|
|
Mid-Tex
|
|
Mid-Tex Cities RRM
|
|
12/2016
|
|
36,239
|
|
|
06/01/2017
|
|
Kentucky/Mid-States
|
|
Tennessee ARM
|
|
05/2018
|
|
6,740
|
|
|
06/01/2017
|
|
Mid-Tex
|
|
Mid-Tex Environs
|
|
12/2016
|
|
1,568
|
|
|
05/23/2017
|
|
West Texas
|
|
West Texas Environs
|
|
12/2016
|
|
872
|
|
|
05/23/2017
|
|
West Texas
|
|
West Texas ALDC
|
|
12/2016
|
|
4,682
|
|
|
04/25/2017
|
|
Louisiana
|
|
Trans La
|
|
09/2016
|
|
4,392
|
|
|
04/01/2017
|
|
West Texas
|
|
West Texas Cities RRM
|
|
09/2016
|
|
4,255
|
|
|
03/15/2017
|
|
Colorado-Kansas
|
|
Kansas
|
|
09/2016
|
|
801
|
|
|
02/09/2017
|
|
Mississippi
|
|
Mississippi - SRF
|
|
10/2017
|
|
4,390
|
|
|
02/01/2017
|
|
Mississippi
|
|
Mississippi - SIR
|
|
10/2017
|
|
3,334
|
|
|
01/01/2017
|
|
Mississippi
|
|
Mississippi - SGR
|
|
10/2017
|
|
1,292
|
|
|
01/01/2017
|
|
Colorado-Kansas
|
|
Colorado - SSIR
|
|
12/2017
|
|
1,350
|
|
|
01/01/2017
|
|
Kentucky/Mid-States
|
|
Kentucky - PRP
|
|
09/2017
|
|
4,981
|
|
|
10/14/2016
|
|
Kentucky/Mid-States
|
|
Virginia - SAVE
|
|
09/2017
|
|
(378
|
)
|
|
10/01/2016
|
|
Total 2017 Filings
|
|
|
|
|
|
$
|
90,427
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2016 Filings:
|
|
|
|
|
|
|
|
|
||
Louisiana
|
|
LGS
|
|
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
|
|
09/2015
|
|
6,216
|
|
|
04/01/2016
|
|
Colorado-Kansas
|
|
Colorado
|
|
12/2016
|
|
764
|
|
|
01/01/2016
|
|
Mississippi
|
|
Mississippi - SRF
|
|
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
|
|
|
|
(1)
|
The operating income reflects a 21% federal income tax rate resulting from the TCJA.
|
(2)
|
In our next SRF filing, the SGR rate base will be combined with the SRF rate base, per Commission order.
|
(3)
|
The Company completed our Steps to Advance Virginia Energy (SAVE) program. On October 1, 2017 a refund factor was removed from the rate resulting in an operating income increase of $0.3 million.
|
Division
|
|
State
|
|
Increase (Decrease) in Annual
Operating Income
|
|
Effective Date
|
||
|
|
|
|
(In thousands)
|
|
|
||
2018 Rate Case Filings:
|
|
|
|
|
|
|
||
Colorado-Kansas
|
|
Colorado
(1)
|
|
$
|
(241
|
)
|
|
05/03/2018
|
Kentucky/Mid-States
|
|
Kentucky
(1)
|
|
(7,504
|
)
|
|
05/03/2018
|
|
Mid-Tex
|
|
City of Dallas
(1)
|
|
(5,108
|
)
|
|
02/14/2018
|
|
Total 2018 Rate Case Filings
|
|
|
|
$
|
(12,853
|
)
|
|
|
2017 Rate Case Filings:
|
|
|
|
|
|
|
||
Atmos Pipeline - Texas
|
|
Texas
|
|
$
|
12,955
|
|
|
08/01/2017
|
Kentucky/Mid-States
|
|
Virginia
|
|
6
|
|
|
12/27/2016
|
|
Total 2017 Rate Case Filings
|
|
|
|
$
|
12,961
|
|
|
|
2016 Rate Case Filings:
|
|
|
|
|
|
|
||
Kentucky/Mid-States
|
|
Kentucky
|
|
$
|
2,723
|
|
|
08/15/2016
|
Kentucky/Mid-States
|
|
Virginia
|
|
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
|
|
|
|
Division
|
|
Jurisdiction
|
|
Rate Activity
|
|
Increase (Decrease) in Annual
Operating Income
|
|
Effective
Date
|
||
|
|
|
|
|
|
(In thousands)
|
|
|
||
2018 Other Rate Activity:
|
|
|
|
|
|
|
|
|
||
Colorado-Kansas
|
|
Kansas
|
|
Ad Valorem
(1)
|
|
$
|
457
|
|
|
02/01/2018
|
Total 2018 Other Rate Activity
|
|
|
|
|
|
$
|
457
|
|
|
|
2017 Other Rate Activity:
|
|
|
|
|
|
|
|
|
||
Colorado-Kansas
|
|
Kansas
|
|
Ad-Valorem
(1)
|
|
$
|
784
|
|
|
02/01/2017
|
Total 2017 Other Rate Activity
|
|
|
|
|
|
$
|
784
|
|
|
|
2016 Other Rate Activity:
|
|
|
|
|
|
|
|
|
||
Colorado-Kansas
|
|
Kansas
|
|
Ad-Valorem
(1)
|
|
$
|
(183
|
)
|
|
02/01/2016
|
Total 2016 Other Rate Activity
|
|
|
|
|
|
$
|
(183
|
)
|
|
|
(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)
|
||||
Distribution Segment
|
|
|
|
|
|
|
|
|
||||
Kentucky
|
|
7,956,991
|
|
|
9,562,283
|
|
|
17,519,274
|
|
|
158,100
|
|
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
|
|
13,103,562
|
|
|
14,305,200
|
|
|
27,408,762
|
|
|
234,100
|
|
Pipeline and Storage Segment
|
|
|
|
|
|
|
|
|
|
|||
Texas
|
|
46,083,549
|
|
|
15,878,025
|
|
|
61,961,574
|
|
|
1,710,000
|
|
Louisiana
|
|
411,040
|
|
|
256,900
|
|
|
667,940
|
|
|
56,000
|
|
Total
|
|
46,494,589
|
|
|
16,134,925
|
|
|
62,629,514
|
|
|
1,766,000
|
|
Total
|
|
59,598,151
|
|
|
30,440,125
|
|
|
90,038,276
|
|
|
2,000,100
|
|
(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)
|
||
Distribution Segment
|
|
|
|
|
|
|
||
|
|
Colorado-Kansas Division
|
|
6,129,562
|
|
|
136,996
|
|
|
|
Kentucky/Mid-States Division
|
|
8,175,103
|
|
|
226,739
|
|
|
|
Louisiana Division
|
|
2,536,779
|
|
|
174,805
|
|
|
|
Mid-Tex Division
|
|
5,500,000
|
|
|
225,000
|
|
|
|
Mississippi Division
|
|
5,083,801
|
|
|
163,627
|
|
|
|
West Texas Division
|
|
5,000,000
|
|
|
161,000
|
|
Total
|
|
32,425,245
|
|
|
1,088,167
|
|
||
Pipeline and Storage Segment
|
|
|
|
|
||||
|
|
Trans Louisiana Gas Pipeline, Inc.
|
|
1,000,000
|
|
|
47,500
|
|
|
|
|
|
|
||||
Total Contracted Storage Capacity
|
|
33,425,245
|
|
|
1,135,667
|
|
(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 2018
|
|
Fiscal 2017
|
||||
Quarter ended:
|
|
|
|
|
||||
December 31
|
|
$
|
0.485
|
|
|
$
|
0.450
|
|
March 31
|
|
0.485
|
|
|
0.450
|
|
||
June 30
|
|
0.485
|
|
|
0.450
|
|
||
September 30
|
|
0.485
|
|
|
0.450
|
|
||
|
|
$
|
1.94
|
|
|
$
|
1.80
|
|
|
Cumulative Total Return
|
||||||||||||||||
|
9/30/2013
|
|
9/30/2014
|
|
9/30/2015
|
|
9/30/2016
|
|
9/30/2017
|
|
9/30/2018
|
||||||
Atmos Energy Corporation
|
100.00
|
|
|
115.52
|
|
|
145.03
|
|
|
190.13
|
|
|
218.98
|
|
|
250.80
|
|
S&P 500 Stock Index
|
100.00
|
|
|
119.73
|
|
|
119.00
|
|
|
137.36
|
|
|
162.92
|
|
|
192.10
|
|
Peer Group
|
100.00
|
|
|
116.03
|
|
|
128.49
|
|
|
158.62
|
|
|
185.66
|
|
|
196.95
|
|
(1)
|
WGL Holdings Inc. was acquired prior to September 30, 2018. As a result, the cumulative total return of this company 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
|
1,041,519
|
|
(1)
|
$
|
—
|
|
|
1,752,235
|
|
Total equity compensation plans approved by security holders
|
1,041,519
|
|
|
—
|
|
|
1,752,235
|
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
1,041,519
|
|
|
$
|
—
|
|
|
1,752,235
|
|
(1)
|
Comprised of a total of 422,996 time-lapse restricted stock units, 343,952 director share units and 274,571 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
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Results of Operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
3,115,546
|
|
|
$
|
2,759,735
|
|
|
$
|
2,454,648
|
|
|
$
|
2,926,985
|
|
|
$
|
3,243,904
|
|
Contribution margin
|
$
|
1,947,698
|
|
|
$
|
1,834,199
|
|
|
$
|
1,708,456
|
|
|
$
|
1,631,310
|
|
|
$
|
1,521,844
|
|
Income from continuing operations
|
$
|
603,064
|
|
|
$
|
382,711
|
|
|
$
|
345,542
|
|
|
$
|
305,623
|
|
|
$
|
270,331
|
|
Net income
|
$
|
603,064
|
|
|
$
|
396,421
|
|
|
$
|
350,104
|
|
|
$
|
315,075
|
|
|
$
|
289,817
|
|
Diluted income per share from continuing operations
|
$
|
5.43
|
|
|
$
|
3.60
|
|
|
$
|
3.33
|
|
|
$
|
3.00
|
|
|
$
|
2.76
|
|
Diluted net income per share
|
$
|
5.43
|
|
|
$
|
3.73
|
|
|
$
|
3.38
|
|
|
$
|
3.09
|
|
|
$
|
2.96
|
|
Cash dividends declared per share
|
$
|
1.94
|
|
|
$
|
1.80
|
|
|
$
|
1.68
|
|
|
$
|
1.56
|
|
|
$
|
1.48
|
|
Financial Condition
|
|
|
|
|
|
|
|
|
|
||||||||||
Net property, plant and equipment
(1)
|
$
|
10,371,147
|
|
|
$
|
9,259,182
|
|
|
$
|
8,268,606
|
|
|
$
|
7,416,700
|
|
|
$
|
6,709,926
|
|
Total assets
|
$
|
11,874,437
|
|
|
$
|
10,749,596
|
|
|
$
|
10,010,889
|
|
|
$
|
9,075,072
|
|
|
$
|
8,581,006
|
|
Capitalization:
|
|
|
|
|
|
|
|
|
|
||||||||||
Shareholders’ equity
|
$
|
4,769,951
|
|
|
$
|
3,898,666
|
|
|
$
|
3,463,059
|
|
|
$
|
3,194,797
|
|
|
$
|
3,086,232
|
|
Long-term debt (excluding current maturities)
|
2,493,665
|
|
|
3,067,045
|
|
|
2,188,779
|
|
|
2,437,515
|
|
|
2,442,288
|
|
|||||
Total capitalization
|
$
|
7,263,616
|
|
|
$
|
6,965,711
|
|
|
$
|
5,651,838
|
|
|
$
|
5,632,312
|
|
|
$
|
5,528,520
|
|
(1)
|
Amounts shown are net of assets held for sale related to the divestiture of our natural gas marketing business for fiscal years 2014 through 2016.
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
For the Fiscal Year Ended September 30
|
||||||||||
|
2018
|
|
2017
|
|
Change
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Income from continuing operations
|
$
|
603,064
|
|
|
$
|
382,711
|
|
|
$
|
220,353
|
|
TCJA non-cash income tax benefit
|
(158,782
|
)
|
|
—
|
|
|
(158,782
|
)
|
|||
Adjusted income from continuing operations
|
$
|
444,282
|
|
|
$
|
382,711
|
|
|
$
|
61,571
|
|
|
|
|
|
|
|
||||||
Consolidated diluted EPS from continuing operations
|
$
|
5.43
|
|
|
$
|
3.60
|
|
|
$
|
1.83
|
|
Diluted EPS from TCJA non-cash income tax benefit
|
(1.43
|
)
|
|
—
|
|
|
(1.43
|
)
|
|||
Adjusted diluted EPS from continuing operations
|
$
|
4.00
|
|
|
$
|
3.60
|
|
|
$
|
0.40
|
|
•
|
Because our fiscal year started on October 1, 2017, our federal statutory income tax rate for fiscal 2018 was reduced from 35% to 24.5%. Our effective income tax rate for fiscal 2018 was 27.5%, before the effect of the return of the excess deferred tax liability and the one-time, non-cash income tax benefit. Our federal statutory income tax rate declined to 21% on October 1, 2018.
|
•
|
As a result of implementing the TCJA, we remeasured our net deferred tax liability using our new federal statutory income tax rate, which reduced our net deferred tax liability by
$905.3 million
. Of this amount,
$746.5 million
was reclassified to a regulatory liability called excess deferred tax liability. The remaining
$158.8 million
was recognized as a one-time, non-cash income tax benefit in our consolidated statement of income for the year ended
September 30, 2018
.
|
•
|
Atmos Energy supports our regulators' efforts to ensure our utility customers receive the full benefits of changes in our cost of service rates arising from tax reform. Income taxes, like other costs, are passed through to our customers in our rates; however, changes to customer rates must be approved by our regulators.
|
◦
|
Beginning in the second quarter of fiscal 2018, we established regulatory liabilities in all our jurisdictions for the difference in taxes included in our cost of service rates that have been calculated based on a 35% statutory income tax rate and a 21% statutory income tax rate, which reduced our revenues. We have received approval from most of our regulators to adjust customer rates for the lower statutory income tax rate.
|
◦
|
We have also received approval from regulators in several of our states to return amounts to customers related to the regulatory liability recorded for differences in our cost of service rates due to the change in the statutory income tax rate within one year.
|
◦
|
We have received approval from regulators in several of our states to begin returning the Excess Deferred Tax Liability created upon implementation of the TCJA, as discussed above, over a period ranging from 18 to 40 years. For the year ended
September 30, 2018
, we amortized $1.6 million of this regulatory liability.
|
•
|
The enactment of the TCJA is expected to reduce our future cash flows from operations primarily due to 1) the collection of taxes at a lower rate and 2) the return of regulatory liabilities established in response to the enactment of the TCJA and regulatory activities to our utility customers. We intend to externally finance this reduction in operating cash flow in a balanced fashion in order to maintain an equity-to-total-capitalization ratio ranging from 50% to 60% to maintain our current credit ratings.
|
|
For the Fiscal Year Ended September 30
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Operating revenues
|
$
|
3,115,546
|
|
|
$
|
2,759,735
|
|
|
$
|
2,454,648
|
|
Purchased gas cost
|
1,167,848
|
|
|
925,536
|
|
|
746,192
|
|
|||
Operating expenses
|
1,224,564
|
|
|
1,106,653
|
|
|
1,051,226
|
|
|||
Operating income
|
723,134
|
|
|
727,546
|
|
|
657,230
|
|
|||
Interest charges
|
106,646
|
|
|
120,182
|
|
|
114,812
|
|
|||
Income from continuing operations before income taxes
|
611,144
|
|
|
604,094
|
|
|
542,184
|
|
|||
Income tax expense
|
166,862
|
|
|
221,383
|
|
|
196,642
|
|
|||
One-time, non-cash income tax benefit
|
(158,782
|
)
|
|
—
|
|
|
—
|
|
|||
Net income from continuing operations
|
603,064
|
|
|
382,711
|
|
|
345,542
|
|
|||
Net income from discontinued operations
|
—
|
|
|
13,710
|
|
|
4,562
|
|
|||
Net income
|
$
|
603,064
|
|
|
$
|
396,421
|
|
|
$
|
350,104
|
|
|
|
|
|
|
|
||||||
Diluted net income from continuing operations per share
|
$
|
5.43
|
|
|
$
|
3.60
|
|
|
$
|
3.33
|
|
Diluted net income from discontinued operations per share
|
—
|
|
|
0.13
|
|
|
0.05
|
|
|||
Diluted net income per share
|
$
|
5.43
|
|
|
$
|
3.73
|
|
|
$
|
3.38
|
|
|
For the Fiscal Year Ended September 30
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Distribution segment
|
$
|
442,966
|
|
|
$
|
268,369
|
|
|
$
|
233,830
|
|
Pipeline and storage segment
|
160,098
|
|
|
114,342
|
|
|
111,712
|
|
|||
Net income from continuing operations
|
603,064
|
|
|
382,711
|
|
|
345,542
|
|
|||
Net income from discontinued natural gas marketing operations
|
—
|
|
|
13,710
|
|
|
4,562
|
|
|||
Net income
|
$
|
603,064
|
|
|
$
|
396,421
|
|
|
$
|
350,104
|
|
|
|
|
|
|
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
|
(In thousands, unless otherwise noted)
|
||||||||||||||||||
Operating revenues
|
$
|
3,003,047
|
|
|
$
|
2,649,175
|
|
|
$
|
2,339,778
|
|
|
$
|
353,872
|
|
|
$
|
309,397
|
|
Purchased gas cost
|
1,559,836
|
|
|
1,269,456
|
|
|
1,058,576
|
|
|
290,380
|
|
|
210,880
|
|
|||||
Contribution Margin
|
1,443,211
|
|
|
1,379,719
|
|
|
1,281,202
|
|
|
63,492
|
|
|
98,517
|
|
|||||
Operating expenses
|
962,344
|
|
|
874,077
|
|
|
839,318
|
|
|
88,267
|
|
|
34,759
|
|
|||||
Operating income
|
480,867
|
|
|
505,642
|
|
|
441,884
|
|
|
(24,775
|
)
|
|
63,758
|
|
|||||
Miscellaneous income (expense)
|
(1,849
|
)
|
|
(1,695
|
)
|
|
1,171
|
|
|
(154
|
)
|
|
(2,866
|
)
|
|||||
Interest charges
|
65,850
|
|
|
79,789
|
|
|
78,238
|
|
|
(13,939
|
)
|
|
1,551
|
|
|||||
Income before income taxes
|
413,168
|
|
|
424,158
|
|
|
364,817
|
|
|
(10,990
|
)
|
|
59,341
|
|
|||||
Income tax expense
|
107,880
|
|
|
155,789
|
|
|
130,987
|
|
|
(47,909
|
)
|
|
24,802
|
|
|||||
One-time, non-cash income tax benefit
|
(137,678
|
)
|
|
—
|
|
|
—
|
|
|
(137,678
|
)
|
|
—
|
|
|||||
Net income
|
$
|
442,966
|
|
|
$
|
268,369
|
|
|
$
|
233,830
|
|
|
$
|
174,597
|
|
|
$
|
34,539
|
|
Consolidated distribution sales volumes — MMcf
|
300,817
|
|
|
246,825
|
|
|
258,650
|
|
|
53,992
|
|
|
(11,825
|
)
|
|||||
Consolidated distribution transportation volumes — MMcf
|
150,566
|
|
|
141,540
|
|
|
133,378
|
|
|
9,026
|
|
|
8,162
|
|
|||||
Total consolidated distribution throughput — MMcf
|
451,383
|
|
|
388,365
|
|
|
392,028
|
|
|
63,018
|
|
|
(3,663
|
)
|
|||||
Consolidated distribution average cost of gas per Mcf sold
|
$
|
5.19
|
|
|
$
|
5.14
|
|
|
$
|
4.09
|
|
|
$
|
0.05
|
|
|
$
|
1.05
|
|
•
|
a $70.7 million net increase in rate adjustments, excluding rate adjustments resulting from the TCJA, primarily in our Mid-Tex, Kentucky/Mid-States, Mississippi and West Texas Divisions. These rate adjustments were driven primarily by increased safety and reliability spending.
|
•
|
a $12.2 million increase in net consumption, primarily in our Mid-Tex, Mississippi, Kentucky/Mid-States and Louisiana Divisions.
|
•
|
a $14.8 million increase in revenue-related taxes primarily in our Mid-Tex Division, offset by a corresponding $15.5 million increase in the related tax expense.
|
•
|
an $8.9 million increase in transportation margin primarily in our Kentucky/Mid-States Division.
|
•
|
an $8.4 million increase from customer growth, primarily in our Mid-Tex Division.
|
•
|
a $51.3 million decrease in Contribution Margin due to the inclusion of the lower statutory federal income tax rate in our revenues due to implementation of the TCJA. Of this amount, $30.0 million has been reflected in customer bills. The remaining $21.3 million relates to the establishment of regulatory liabilities for the difference between the former 35% federal statutory income tax rate and the current 21% rate.
|
•
|
a $72.4 million net increase in rate adjustments, primarily in our Mid-Tex, Louisiana, Mississippi and West Texas Divisions. These rate adjustments were driven primarily by increased safety and reliability spending.
|
•
|
Customer growth, primarily in our Mid-Tex and Kentucky/Mid-States Divisions, which contributed an incremental $5.8 million.
|
•
|
a $5.8 million increase in transportation margin, primarily in the Kentucky/Mid-States and Mid-Tex Divisions.
|
•
|
a $5.2 million increase in revenue-related taxes primarily in our Mid-Tex and West Texas Divisions, offset by a corresponding $5.1 million increase in the related tax expense.
|
•
|
a $2.9 million increase in net consumption, despite weather that was 12 percent warmer than the prior year.
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Mid-Tex
|
$
|
202,444
|
|
|
$
|
233,158
|
|
|
$
|
210,608
|
|
|
$
|
(30,714
|
)
|
|
$
|
22,550
|
|
Kentucky/Mid-States
|
81,105
|
|
|
75,214
|
|
|
63,730
|
|
|
5,891
|
|
|
11,484
|
|
|||||
Louisiana
|
70,609
|
|
|
69,300
|
|
|
55,857
|
|
|
1,309
|
|
|
13,443
|
|
|||||
West Texas
|
45,494
|
|
|
46,859
|
|
|
41,131
|
|
|
(1,365
|
)
|
|
5,728
|
|
|||||
Mississippi
|
47,237
|
|
|
38,505
|
|
|
37,398
|
|
|
8,732
|
|
|
1,107
|
|
|||||
Colorado-Kansas
|
32,333
|
|
|
34,658
|
|
|
31,840
|
|
|
(2,325
|
)
|
|
2,818
|
|
|||||
Other
|
1,645
|
|
|
7,948
|
|
|
1,320
|
|
|
(6,303
|
)
|
|
6,628
|
|
|||||
Total
|
$
|
480,867
|
|
|
$
|
505,642
|
|
|
$
|
441,884
|
|
|
$
|
(24,775
|
)
|
|
$
|
63,758
|
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
|
(In thousands, unless otherwise noted)
|
||||||||||||||||||
Mid-Tex / Affiliate transportation revenue
|
$
|
354,885
|
|
|
$
|
338,850
|
|
|
$
|
315,726
|
|
|
$
|
16,035
|
|
|
$
|
23,124
|
|
Third-party transportation revenue
|
140,231
|
|
|
100,100
|
|
|
89,498
|
|
|
40,131
|
|
|
10,602
|
|
|||||
Other revenue
|
12,597
|
|
|
18,080
|
|
|
21,972
|
|
|
(5,483
|
)
|
|
(3,892
|
)
|
|||||
Total operating revenues
|
507,713
|
|
|
457,030
|
|
|
427,196
|
|
|
50,683
|
|
|
29,834
|
|
|||||
Total purchased gas cost
|
1,978
|
|
|
2,506
|
|
|
(58
|
)
|
|
(528
|
)
|
|
2,564
|
|
|||||
Contribution Margin
|
505,735
|
|
|
454,524
|
|
|
427,254
|
|
|
51,211
|
|
|
27,270
|
|
|||||
Operating expenses
|
263,468
|
|
|
232,620
|
|
|
211,908
|
|
|
30,848
|
|
|
20,712
|
|
|||||
Operating income
|
242,267
|
|
|
221,904
|
|
|
215,346
|
|
|
20,363
|
|
|
6,558
|
|
|||||
Miscellaneous expense
|
(3,495
|
)
|
|
(1,575
|
)
|
|
(1,405
|
)
|
|
(1,920
|
)
|
|
(170
|
)
|
|||||
Interest charges
|
40,796
|
|
|
40,393
|
|
|
36,574
|
|
|
403
|
|
|
3,819
|
|
|||||
Income before income taxes
|
197,976
|
|
|
179,936
|
|
|
177,367
|
|
|
18,040
|
|
|
2,569
|
|
|||||
Income tax expense
|
58,982
|
|
|
65,594
|
|
|
65,655
|
|
|
(6,612
|
)
|
|
(61
|
)
|
|||||
One-time, non-cash income tax benefit
|
(21,104
|
)
|
|
—
|
|
|
—
|
|
|
(21,104
|
)
|
|
—
|
|
|||||
Net income
|
$
|
160,098
|
|
|
$
|
114,342
|
|
|
$
|
111,712
|
|
|
$
|
45,756
|
|
|
$
|
2,630
|
|
Gross pipeline transportation volumes — MMcf
|
871,904
|
|
|
770,348
|
|
|
686,042
|
|
|
101,556
|
|
|
84,306
|
|
|||||
Consolidated pipeline transportation volumes — MMcf
|
663,900
|
|
|
596,179
|
|
|
505,303
|
|
|
67,721
|
|
|
90,876
|
|
•
|
a $74.3 million increase in rates from the approved APT rate case and the GRIP filings approved in December 2017 and May 2018. The increase in rates was driven primarily by increased safety and reliability spending.
|
•
|
a net increase of $1.3 million due to wider spreads and positive supply and demand dynamics affecting the Permian Basin.
|
•
|
a $24.1 million decrease in Contribution Margin due to the inclusion of the lower statutory federal income tax rate in our revenues due to implementation of the TCJA. Of this amount, $11.4 million has been reflected in customer bills. The remaining $12.7 million relates to the establishment of regulatory liabilities, as discussed above.
|
|
For the Fiscal Year Ended September 30
|
||||||||||
|
2017
|
|
2016
|
|
2017 vs. 2016
|
||||||
|
(In thousands, unless otherwise noted)
|
||||||||||
Operating revenues
|
$
|
303,474
|
|
|
$
|
1,005,090
|
|
|
$
|
(701,616
|
)
|
Purchased gas cost
|
277,554
|
|
|
968,118
|
|
|
(690,564
|
)
|
|||
Contribution Margin
|
25,920
|
|
|
36,972
|
|
|
(11,052
|
)
|
|||
Operating expenses
|
7,874
|
|
|
26,184
|
|
|
(18,310
|
)
|
|||
Operating income
|
18,046
|
|
|
10,788
|
|
|
7,258
|
|
|||
Miscellaneous income
|
30
|
|
|
109
|
|
|
(79
|
)
|
|||
Interest charges
|
241
|
|
|
2,604
|
|
|
(2,363
|
)
|
|||
Income before income taxes
|
17,835
|
|
|
8,293
|
|
|
9,542
|
|
|||
Income tax expense
|
6,841
|
|
|
3,731
|
|
|
3,110
|
|
|||
Income from discontinued operations
|
10,994
|
|
|
4,562
|
|
|
6,432
|
|
|||
Gain on sale of discontinued operations, net of tax
|
2,716
|
|
|
—
|
|
|
2,716
|
|
|||
Net income from discontinued operations
|
$
|
13,710
|
|
|
$
|
4,562
|
|
|
$
|
9,148
|
|
Gross natural gas marketing delivered gas sales volumes — MMcf
|
90,223
|
|
|
371,319
|
|
|
(281,096
|
)
|
|||
Consolidated natural gas marketing delivered gas sales volumes — MMcf
|
78,646
|
|
|
325,537
|
|
|
(246,891
|
)
|
|||
Net physical position (Bcf)
|
—
|
|
|
18.1
|
|
|
(18.1
|
)
|
|
September 30
|
||||||||||||
|
2018
|
|
2017
|
||||||||||
|
(In thousands, except percentages)
|
||||||||||||
Short-term debt
|
$
|
575,780
|
|
|
6.8
|
%
|
|
$
|
447,745
|
|
|
6.0
|
%
|
Long-term debt
|
3,068,665
|
|
|
36.5
|
%
|
|
3,067,045
|
|
|
41.4
|
%
|
||
Shareholders’ equity
|
4,769,951
|
|
|
56.7
|
%
|
|
3,898,666
|
|
|
52.6
|
%
|
||
Total capitalization, including short-term debt
|
$
|
8,414,396
|
|
|
100.0
|
%
|
|
$
|
7,413,456
|
|
|
100.0
|
%
|
|
For the Fiscal Year Ended September 30
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Total cash provided by (used in)
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
1,124,662
|
|
|
$
|
867,090
|
|
|
$
|
794,990
|
|
|
$
|
257,572
|
|
|
$
|
72,100
|
|
Investing activities
|
(1,463,566
|
)
|
|
(1,056,306
|
)
|
|
(1,079,732
|
)
|
|
(407,260
|
)
|
|
23,426
|
|
|||||
Financing activities
|
326,266
|
|
|
168,091
|
|
|
303,623
|
|
|
158,175
|
|
|
(135,532
|
)
|
|||||
Change in cash and cash equivalents
|
(12,638
|
)
|
|
(21,125
|
)
|
|
18,881
|
|
|
8,487
|
|
|
(40,006
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
26,409
|
|
|
47,534
|
|
|
28,653
|
|
|
(21,125
|
)
|
|
18,881
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
13,771
|
|
|
$
|
26,409
|
|
|
$
|
47,534
|
|
|
$
|
(12,638
|
)
|
|
$
|
(21,125
|
)
|
•
|
$109.7 million increase due to planned increases in our distribution segment to replace vintage pipe.
|
•
|
$59.2 million decrease in spending in our pipeline and storage segment as a result of the substantial completion of an APT project to improve the reliability of gas service to its local distribution company customers.
|
|
For the Fiscal Year Ended September 30
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Shares issued:
|
|
|
|
|
|
|||
Direct Stock Purchase Plan
|
131,213
|
|
|
112,592
|
|
|
133,133
|
|
Retirement Savings Plan
|
94,081
|
|
|
228,326
|
|
|
359,414
|
|
1998 Long-Term Incentive Plan (LTIP)
|
385,351
|
|
|
529,662
|
|
|
598,439
|
|
November 2017 Offering
|
4,558,404
|
|
|
—
|
|
|
—
|
|
At-the-Market (ATM) Equity Sales Program
|
—
|
|
|
1,303,494
|
|
|
1,360,756
|
|
Total shares issued
|
5,169,049
|
|
|
2,174,074
|
|
|
2,451,742
|
|
|
|
|
|
|
|
|
|
|
|
|
S&P
|
|
|
Moody’s
|
|
||
Senior unsecured long-term debt
|
|
A
|
|
|
A2
|
|
||
Short-term debt
|
|
A-1
|
|
|
P-1
|
|
|
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)
|
$
|
3,085,000
|
|
|
$
|
575,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,510,000
|
|
Short-term debt
(1)
|
575,780
|
|
|
575,780
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest charges
(2)
|
2,257,307
|
|
|
134,227
|
|
|
222,759
|
|
|
222,759
|
|
|
1,677,562
|
|
|||||
Operating leases
(3)
|
104,191
|
|
|
17,655
|
|
|
32,685
|
|
|
31,625
|
|
|
22,226
|
|
|||||
Financial instrument obligations
(4)
|
56,837
|
|
|
56,734
|
|
|
103
|
|
|
—
|
|
|
—
|
|
|||||
Pension and postretirement benefit plan contributions
(5)
|
275,907
|
|
|
24,882
|
|
|
56,310
|
|
|
63,525
|
|
|
131,190
|
|
|||||
Uncertain tax positions
(6)
|
26,203
|
|
|
—
|
|
|
26,203
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
6,381,225
|
|
|
$
|
1,384,278
|
|
|
$
|
338,060
|
|
|
$
|
317,909
|
|
|
$
|
4,340,978
|
|
(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 liabilities for natural gas commodity and interest rate financial instruments that were valued as of
September 30, 2018
. The ultimate settlement amounts of these remaining liabilities are unknown because they are subject to continuing market risk until the financial instruments are settled.
|
(5)
|
Represents expected contributions to our pension and postretirement benefit plans, which are discussed in Note
7
to the consolidated financial statements.
|
(6)
|
Represents liabilities associated with uncertain tax positions claimed or expected to be claimed on tax returns. The amount does not include interest and penalties that may be applied to these positions.
|
Fair value of contracts at September 30, 2017
|
$
|
(109,159
|
)
|
Contracts realized/settled
|
(1,254
|
)
|
|
Fair value of new contracts
|
241
|
|
|
Other changes in value
|
54,954
|
|
|
Fair value of contracts at September 30, 2018
|
(55,218
|
)
|
|
Netting of cash collateral
|
—
|
|
|
Cash collateral and fair value of contracts at September 30, 2018
|
$
|
(55,218
|
)
|
|
Fair Value of Contracts at September 30, 2018
|
||||||||||||||||||
|
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
|
$
|
(55,365
|
)
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(55,218
|
)
|
Prices based on models and other valuation methods
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Fair Value
|
$
|
(55,365
|
)
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(55,218
|
)
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
ITEM 8.
|
Financial Statements and Supplementary Data.
|
|
Page
|
Financial statements and supplementary data:
|
|
Financial statement schedule for the years ended September 30, 2018, 2017 and 2016
|
|
|
September 30
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands,
except share data) |
||||||
ASSETS
|
|
|
|
||||
Property, plant and equipment
|
$
|
12,217,648
|
|
|
$
|
11,001,910
|
|
Construction in progress
|
349,725
|
|
|
299,394
|
|
||
|
12,567,373
|
|
|
11,301,304
|
|
||
Less accumulated depreciation and amortization
|
2,196,226
|
|
|
2,042,122
|
|
||
Net property, plant and equipment
|
10,371,147
|
|
|
9,259,182
|
|
||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
13,771
|
|
|
26,409
|
|
||
Accounts receivable, less allowance for doubtful accounts of $14,795 in 2018 and $10,865 in 2017
|
253,295
|
|
|
222,263
|
|
||
Gas stored underground
|
165,732
|
|
|
184,653
|
|
||
Other current assets
|
46,055
|
|
|
106,321
|
|
||
Total current assets
|
478,853
|
|
|
539,646
|
|
||
Goodwill
|
730,419
|
|
|
730,132
|
|
||
Deferred charges and other assets
|
294,018
|
|
|
220,636
|
|
||
|
$
|
11,874,437
|
|
|
$
|
10,749,596
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
||||
Common stock, no par value (stated at $.005 per share);
200,000,000 shares authorized; issued and outstanding:
2018 — 111,273,683 shares, 2017 — 106,104,634 shares
|
$
|
556
|
|
|
$
|
531
|
|
Additional paid-in capital
|
2,974,926
|
|
|
2,536,365
|
|
||
Accumulated other comprehensive loss
|
(83,647
|
)
|
|
(105,254
|
)
|
||
Retained earnings
|
1,878,116
|
|
|
1,467,024
|
|
||
Shareholders’ equity
|
4,769,951
|
|
|
3,898,666
|
|
||
Long-term debt
|
2,493,665
|
|
|
3,067,045
|
|
||
Total capitalization
|
7,263,616
|
|
|
6,965,711
|
|
||
Commitments and contingencies (See Note 11)
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued liabilities
|
217,283
|
|
|
233,050
|
|
||
Other current liabilities
|
547,068
|
|
|
332,648
|
|
||
Short-term debt
|
575,780
|
|
|
447,745
|
|
||
Current maturities of long-term debt
|
575,000
|
|
|
—
|
|
||
Total current liabilities
|
1,915,131
|
|
|
1,013,443
|
|
||
Deferred income taxes
|
1,154,067
|
|
|
1,878,699
|
|
||
Regulatory excess deferred taxes (See Note 12)
|
739,670
|
|
|
—
|
|
||
Regulatory cost of removal obligation
|
466,405
|
|
|
485,420
|
|
||
Pension and postretirement liabilities
|
177,520
|
|
|
230,588
|
|
||
Deferred credits and other liabilities
|
158,028
|
|
|
175,735
|
|
||
|
$
|
11,874,437
|
|
|
$
|
10,749,596
|
|
|
Year Ended September 30
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Operating revenues
|
|
|
|
|
|
||||||
Distribution segment
|
$
|
3,003,047
|
|
|
$
|
2,649,175
|
|
|
$
|
2,339,778
|
|
Pipeline and storage segment
|
507,713
|
|
|
457,030
|
|
|
427,196
|
|
|||
Intersegment eliminations
|
(395,214
|
)
|
|
(346,470
|
)
|
|
(312,326
|
)
|
|||
Total operating revenues
|
3,115,546
|
|
|
2,759,735
|
|
|
2,454,648
|
|
|||
|
|
|
|
|
|
||||||
Purchased gas cost
|
|
|
|
|
|
||||||
Distribution segment
|
1,559,836
|
|
|
1,269,456
|
|
|
1,058,576
|
|
|||
Pipeline and storage segment
|
1,978
|
|
|
2,506
|
|
|
(58
|
)
|
|||
Intersegment eliminations
|
(393,966
|
)
|
|
(346,426
|
)
|
|
(312,326
|
)
|
|||
Total purchased gas cost
|
1,167,848
|
|
|
925,536
|
|
|
746,192
|
|
|||
Operation and maintenance expense
|
599,595
|
|
|
546,798
|
|
|
538,592
|
|
|||
Depreciation and amortization expense
|
361,083
|
|
|
319,448
|
|
|
290,791
|
|
|||
Taxes, other than income
|
263,886
|
|
|
240,407
|
|
|
221,843
|
|
|||
Operating income
|
723,134
|
|
|
727,546
|
|
|
657,230
|
|
|||
Miscellaneous expense
|
(5,344
|
)
|
|
(3,270
|
)
|
|
(234
|
)
|
|||
Interest charges
|
106,646
|
|
|
120,182
|
|
|
114,812
|
|
|||
Income from continuing operations before income taxes
|
611,144
|
|
|
604,094
|
|
|
542,184
|
|
|||
Income tax expense
|
8,080
|
|
|
221,383
|
|
|
196,642
|
|
|||
Income from continuing operations
|
603,064
|
|
|
382,711
|
|
|
345,542
|
|
|||
Income from discontinued operations, net of tax ($0, $6,841 and $3,731)
|
—
|
|
|
10,994
|
|
|
4,562
|
|
|||
Gain on sale of discontinued operations, net of tax ($0, $10,215 and $0)
|
—
|
|
|
2,716
|
|
|
—
|
|
|||
Net Income
|
$
|
603,064
|
|
|
$
|
396,421
|
|
|
$
|
350,104
|
|
Basic and diluted net income per share
|
|
|
|
|
|
||||||
Income per share from continuing operations
|
$
|
5.43
|
|
|
$
|
3.60
|
|
|
$
|
3.33
|
|
Income per share from discontinued operations
|
—
|
|
|
0.13
|
|
|
0.05
|
|
|||
Net income per share - basic and diluted
|
$
|
5.43
|
|
|
$
|
3.73
|
|
|
$
|
3.38
|
|
Basic and diluted weighted average shares outstanding
|
111,012
|
|
|
106,100
|
|
|
103,524
|
|
|||
|
|
|
|
|
|
|
Year Ended September 30
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
603,064
|
|
|
$
|
396,421
|
|
|
$
|
350,104
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
||||||
Net unrealized holding gains (losses) on available-for-sale securities, net of tax of $(146), $1,473 and $(245)
|
(395
|
)
|
|
2,564
|
|
|
(465
|
)
|
|||
Cash flow hedges:
|
|
|
|
|
|
||||||
Amortization and unrealized gain (loss) on interest rate agreements, net of tax of $13,017, $43,238 and $(56,723)
|
44,936
|
|
|
75,222
|
|
|
(98,682
|
)
|
|||
Net unrealized gains on commodity cash flow hedges, net of tax of $0, $3,183 and $13,078
|
—
|
|
|
4,982
|
|
|
20,455
|
|
|||
Total other comprehensive income (loss)
|
44,541
|
|
|
82,768
|
|
|
(78,692
|
)
|
|||
Total comprehensive income
|
$
|
647,605
|
|
|
$
|
479,189
|
|
|
$
|
271,412
|
|
|
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, 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
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
396,421
|
|
|
396,421
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
82,768
|
|
|
—
|
|
|
82,768
|
|
|||||
Cash dividends ($1.80 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(191,931
|
)
|
|
(191,931
|
)
|
|||||
Common stock issued:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Public offering
|
1,303,494
|
|
|
6
|
|
|
98,749
|
|
|
—
|
|
|
—
|
|
|
98,755
|
|
|||||
Direct stock purchase plan
|
112,592
|
|
|
1
|
|
|
8,970
|
|
|
—
|
|
|
—
|
|
|
8,971
|
|
|||||
Retirement savings plan
|
228,326
|
|
|
1
|
|
|
17,551
|
|
|
—
|
|
|
—
|
|
|
17,552
|
|
|||||
1998 Long-term incentive plan
|
529,662
|
|
|
3
|
|
|
3,698
|
|
|
—
|
|
|
—
|
|
|
3,701
|
|
|||||
Employee stock-based compensation
|
—
|
|
|
—
|
|
|
19,370
|
|
|
—
|
|
|
—
|
|
|
19,370
|
|
|||||
Balance, September 30, 2017
|
106,104,634
|
|
|
531
|
|
|
2,536,365
|
|
|
(105,254
|
)
|
|
1,467,024
|
|
|
3,898,666
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
603,064
|
|
|
603,064
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
44,541
|
|
|
—
|
|
|
44,541
|
|
|||||
Cash dividends ($1.94 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214,906
|
)
|
|
(214,906
|
)
|
|||||
Cumulative effect of accounting change
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,934
|
)
|
|
22,934
|
|
|
—
|
|
|||||
Common stock issued:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Public offering
|
4,558,404
|
|
|
22
|
|
|
395,070
|
|
|
—
|
|
|
—
|
|
|
395,092
|
|
|||||
Direct stock purchase plan
|
131,213
|
|
|
1
|
|
|
11,322
|
|
|
—
|
|
|
—
|
|
|
11,323
|
|
|||||
Retirement savings plan
|
94,081
|
|
|
—
|
|
|
8,240
|
|
|
—
|
|
|
—
|
|
|
8,240
|
|
|||||
1998 Long-term incentive plan
|
385,351
|
|
|
2
|
|
|
3,469
|
|
|
—
|
|
|
—
|
|
|
3,471
|
|
|||||
Employee stock-based compensation
|
—
|
|
|
—
|
|
|
20,460
|
|
|
—
|
|
|
—
|
|
|
20,460
|
|
|||||
Balance, September 30, 2018
|
111,273,683
|
|
|
$
|
556
|
|
|
$
|
2,974,926
|
|
|
$
|
(83,647
|
)
|
|
$
|
1,878,116
|
|
|
$
|
4,769,951
|
|
(1)
|
See Note 2, "Recent Accounting Pronouncements" for additional information.
|
|
Year Ended September 30
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
603,064
|
|
|
$
|
396,421
|
|
|
$
|
350,104
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
361,083
|
|
|
319,633
|
|
|
293,096
|
|
|||
Deferred income taxes
|
158,271
|
|
|
227,183
|
|
|
193,556
|
|
|||
One-time income tax benefit
|
(158,782
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of discontinued operations
|
—
|
|
|
(12,931
|
)
|
|
—
|
|
|||
Discontinued cash flow hedging for commodity contracts
|
—
|
|
|
(10,579
|
)
|
|
—
|
|
|||
Stock-based compensation
|
12,863
|
|
|
14,064
|
|
|
14,760
|
|
|||
Debt financing costs
|
7,865
|
|
|
6,469
|
|
|
5,667
|
|
|||
Other
|
5,437
|
|
|
97
|
|
|
1,019
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
(29,208
|
)
|
|
(58,696
|
)
|
|
(4,847
|
)
|
|||
(Increase) decrease in gas stored underground
|
18,921
|
|
|
(35,126
|
)
|
|
20,577
|
|
|||
(Increase) decrease in other current assets
|
60,424
|
|
|
9,991
|
|
|
(18,739
|
)
|
|||
(Increase) decrease in deferred charges and other assets
|
(10,049
|
)
|
|
102,254
|
|
|
(24,860
|
)
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
(11,857
|
)
|
|
53,017
|
|
|
(5,195
|
)
|
|||
Increase (decrease) in other current liabilities
|
74,707
|
|
|
(78,651
|
)
|
|
(44,482
|
)
|
|||
Increase (decrease) in deferred credits and other liabilities
|
31,923
|
|
|
(66,056
|
)
|
|
14,334
|
|
|||
Net cash provided by operating activities
|
1,124,662
|
|
|
867,090
|
|
|
794,990
|
|
|||
CASH FLOWS USED IN INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Capital expenditures
|
(1,467,591
|
)
|
|
(1,137,089
|
)
|
|
(1,086,950
|
)
|
|||
Acquisition
|
—
|
|
|
(86,128
|
)
|
|
—
|
|
|||
Proceeds from the sale of discontinued operations
|
3,000
|
|
|
140,253
|
|
|
—
|
|
|||
Purchases of available-for-sale securities
|
(46,401
|
)
|
|
(53,597
|
)
|
|
(32,551
|
)
|
|||
Proceeds from sale of available-for-sale securities
|
22,360
|
|
|
31,792
|
|
|
27,019
|
|
|||
Maturities of available-for-sale securities
|
15,716
|
|
|
9,332
|
|
|
6,290
|
|
|||
Use tax refund
|
790
|
|
|
29,790
|
|
|
—
|
|
|||
Other, net
|
8,560
|
|
|
9,341
|
|
|
6,460
|
|
|||
Net cash used in investing activities
|
(1,463,566
|
)
|
|
(1,056,306
|
)
|
|
(1,079,732
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Net increase (decrease) in short-term debt
|
128,035
|
|
|
(382,066
|
)
|
|
371,884
|
|
|||
Proceeds from issuance of long-term debt, net of premium/discount
|
—
|
|
|
884,911
|
|
|
—
|
|
|||
Net proceeds from equity offering
|
395,092
|
|
|
98,755
|
|
|
98,574
|
|
|||
Issuance of common stock through stock purchase and employee retirement plans
|
19,563
|
|
|
26,523
|
|
|
34,278
|
|
|||
Settlement of interest rate agreements
|
—
|
|
|
(36,996
|
)
|
|
—
|
|
|||
Interest rate agreements cash collateral
|
—
|
|
|
25,670
|
|
|
(25,670
|
)
|
|||
Repayment of long-term debt
|
—
|
|
|
(250,000
|
)
|
|
—
|
|
|||
Cash dividends paid
|
(214,906
|
)
|
|
(191,931
|
)
|
|
(175,126
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(6,775
|
)
|
|
(317
|
)
|
|||
Other
|
(1,518
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
326,266
|
|
|
168,091
|
|
|
303,623
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(12,638
|
)
|
|
(21,125
|
)
|
|
18,881
|
|
|||
Cash and cash equivalents at beginning of year
|
26,409
|
|
|
47,534
|
|
|
28,653
|
|
|||
Cash and cash equivalents at end of year
|
$
|
13,771
|
|
|
$
|
26,409
|
|
|
$
|
47,534
|
|
CASH PAID (RECEIVED) DURING THE PERIOD FOR:
|
|
|
|
|
|
||||||
Interest
|
$
|
169,987
|
|
|
$
|
156,668
|
|
|
$
|
154,748
|
|
Income taxes
|
$
|
6,102
|
|
|
$
|
5,264
|
|
|
$
|
7,794
|
|
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
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Regulatory assets:
|
|
|
|
||||
Pension and postretirement benefit costs
(1)
|
$
|
6,496
|
|
|
$
|
26,826
|
|
Infrastructure mechanisms
(2)
|
96,739
|
|
|
46,437
|
|
||
Deferred gas costs
|
1,927
|
|
|
65,714
|
|
||
Recoverable loss on reacquired debt
|
8,702
|
|
|
11,208
|
|
||
Deferred pipeline record collection costs
|
20,467
|
|
|
11,692
|
|
||
APT annual adjustment mechanism
|
—
|
|
|
2,160
|
|
||
Rate case costs
|
2,741
|
|
|
2,629
|
|
||
Other
|
6,739
|
|
|
10,132
|
|
||
|
$
|
143,811
|
|
|
$
|
176,798
|
|
Regulatory liabilities:
|
|
|
|
||||
Regulatory excess deferred taxes
(3)
|
$
|
744,895
|
|
|
$
|
—
|
|
Regulatory cost of service reserve
(4)
|
22,508
|
|
|
—
|
|
||
Regulatory cost of removal obligation
|
522,175
|
|
|
521,330
|
|
||
Deferred gas costs
|
94,705
|
|
|
15,559
|
|
||
Asset retirement obligation
|
12,887
|
|
|
12,827
|
|
||
APT annual adjustment mechanism
|
35,228
|
|
|
—
|
|
||
Pension and postretirement benefit costs
|
69,113
|
|
|
—
|
|
||
Other
|
9,486
|
|
|
5,941
|
|
||
|
$
|
1,510,997
|
|
|
$
|
555,657
|
|
(1)
|
Includes
$6.5 million
and
$9.4 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.
|
(3)
|
The TCJA resulted in the remeasurement of the net deferred tax liability included in our rate base. Of this amount, $
5.2 million
is recorded in other current liabilities. The period and timing of the return of the excess deferred taxes is being determined by regulators in each of our jurisdictions. See Note 12 for further information.
|
(4)
|
Effective January 1, 2018, regulators in each of our service areas required us to establish a regulatory liability for the difference in recoverable federal taxes included in revenues based on the former 35% federal statutory rate and the new 21% federal statutory rate for service provided on or after January 1, 2018. The period and timing of the return of this liability to utility customers is being determined by regulators in each of our jurisdictions. See Note 12 for further information.
|
•
|
The
distribution
segment
is primarily comprised of our regulated natural gas distribution and related sales operations in
eight
states.
|
•
|
The
pipeline and storage
segment
is comprised primarily of the pipeline and storage operations of our Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.
|
•
|
The
natural gas marketing
segment
is comprised of our discontinued natural gas marketing business.
|
|
Year Ended September 30, 2018
|
||||||||||||||
|
Distribution
|
|
Pipeline and Storage
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Operating revenues from external parties
|
$
|
3,000,404
|
|
|
$
|
115,142
|
|
|
$
|
—
|
|
|
$
|
3,115,546
|
|
Intersegment revenues
|
2,643
|
|
|
392,571
|
|
|
(395,214
|
)
|
|
—
|
|
||||
Total operating revenues
|
3,003,047
|
|
|
507,713
|
|
|
(395,214
|
)
|
|
3,115,546
|
|
||||
Purchased gas cost
|
1,559,836
|
|
|
1,978
|
|
|
(393,966
|
)
|
|
1,167,848
|
|
||||
Operation and maintenance expense
|
465,848
|
|
|
134,995
|
|
|
(1,248
|
)
|
|
599,595
|
|
||||
Depreciation and amortization expense
|
264,930
|
|
|
96,153
|
|
|
—
|
|
|
361,083
|
|
||||
Taxes, other than income
|
231,566
|
|
|
32,320
|
|
|
—
|
|
|
263,886
|
|
||||
Operating income
|
480,867
|
|
|
242,267
|
|
|
—
|
|
|
723,134
|
|
||||
Miscellaneous expense
|
(1,849
|
)
|
|
(3,495
|
)
|
|
—
|
|
|
(5,344
|
)
|
||||
Interest charges
|
65,850
|
|
|
40,796
|
|
|
—
|
|
|
106,646
|
|
||||
Income before income taxes
|
413,168
|
|
|
197,976
|
|
|
—
|
|
|
611,144
|
|
||||
Income tax (benefit) expense
|
(29,798
|
)
|
|
37,878
|
|
|
—
|
|
|
8,080
|
|
||||
Net income
|
$
|
442,966
|
|
|
$
|
160,098
|
|
|
$
|
—
|
|
|
$
|
603,064
|
|
Capital expenditures
|
$
|
1,025,800
|
|
|
$
|
441,791
|
|
|
$
|
—
|
|
|
$
|
1,467,591
|
|
|
Year Ended September 30, 2017
|
||||||||||||||||||
|
Distribution
|
|
Pipeline and Storage
|
|
Natural Gas Marketing
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating revenues from external parties
|
$
|
2,647,813
|
|
|
$
|
111,922
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,759,735
|
|
Intersegment revenues
|
1,362
|
|
|
345,108
|
|
|
—
|
|
|
(346,470
|
)
|
|
—
|
|
|||||
Total operating revenues
|
2,649,175
|
|
|
457,030
|
|
|
—
|
|
|
(346,470
|
)
|
|
2,759,735
|
|
|||||
Purchased gas cost
|
1,269,456
|
|
|
2,506
|
|
|
—
|
|
|
(346,426
|
)
|
|
925,536
|
|
|||||
Operation and maintenance expense
|
413,077
|
|
|
133,765
|
|
|
—
|
|
|
(44
|
)
|
|
546,798
|
|
|||||
Depreciation and amortization expense
|
249,071
|
|
|
70,377
|
|
|
—
|
|
|
—
|
|
|
319,448
|
|
|||||
Taxes, other than income
|
211,929
|
|
|
28,478
|
|
|
—
|
|
|
—
|
|
|
240,407
|
|
|||||
Operating income
|
505,642
|
|
|
221,904
|
|
|
—
|
|
|
—
|
|
|
727,546
|
|
|||||
Miscellaneous expense
|
(1,695
|
)
|
|
(1,575
|
)
|
|
—
|
|
|
—
|
|
|
(3,270
|
)
|
|||||
Interest charges
|
79,789
|
|
|
40,393
|
|
|
—
|
|
|
—
|
|
|
120,182
|
|
|||||
Income from continuing operations before income taxes
|
424,158
|
|
|
179,936
|
|
|
—
|
|
|
—
|
|
|
604,094
|
|
|||||
Income tax expense
|
155,789
|
|
|
65,594
|
|
|
—
|
|
|
—
|
|
|
221,383
|
|
|||||
Income from continuing operations
|
268,369
|
|
|
114,342
|
|
|
—
|
|
|
—
|
|
|
382,711
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
10,994
|
|
|
—
|
|
|
10,994
|
|
|||||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
2,716
|
|
|
—
|
|
|
2,716
|
|
|||||
Net income
|
$
|
268,369
|
|
|
$
|
114,342
|
|
|
$
|
13,710
|
|
|
$
|
—
|
|
|
$
|
396,421
|
|
Capital expenditures
|
$
|
849,950
|
|
|
$
|
287,139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,137,089
|
|
|
Year Ended September 30, 2016
|
||||||||||||||||||
|
Distribution
|
|
Pipeline and Storage
|
|
Natural Gas Marketing
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Operating revenues from external parties
|
$
|
2,338,404
|
|
|
$
|
116,244
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,454,648
|
|
Intersegment revenues
|
1,374
|
|
|
310,952
|
|
|
—
|
|
|
(312,326
|
)
|
|
—
|
|
|||||
Total operating revenues
|
2,339,778
|
|
|
427,196
|
|
|
—
|
|
|
(312,326
|
)
|
|
2,454,648
|
|
|||||
Purchased gas cost
|
1,058,576
|
|
|
(58
|
)
|
|
—
|
|
|
(312,326
|
)
|
|
746,192
|
|
|||||
Operation and maintenance expense
|
407,982
|
|
|
130,610
|
|
|
—
|
|
|
—
|
|
|
538,592
|
|
|||||
Depreciation and amortization expense
|
234,109
|
|
|
56,682
|
|
|
—
|
|
|
—
|
|
|
290,791
|
|
|||||
Taxes, other than income
|
197,227
|
|
|
24,616
|
|
|
—
|
|
|
—
|
|
|
221,843
|
|
|||||
Operating income
|
441,884
|
|
|
215,346
|
|
|
—
|
|
|
—
|
|
|
657,230
|
|
|||||
Miscellaneous income (expense)
|
1,171
|
|
|
(1,405
|
)
|
|
—
|
|
|
—
|
|
|
(234
|
)
|
|||||
Interest charges
|
78,238
|
|
|
36,574
|
|
|
—
|
|
|
—
|
|
|
114,812
|
|
|||||
Income from continuing operations before income taxes
|
364,817
|
|
|
177,367
|
|
|
—
|
|
|
—
|
|
|
542,184
|
|
|||||
Income tax expense
|
130,987
|
|
|
65,655
|
|
|
—
|
|
|
—
|
|
|
196,642
|
|
|||||
Income from continuing operations
|
233,830
|
|
|
111,712
|
|
|
—
|
|
|
—
|
|
|
345,542
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
4,562
|
|
|
—
|
|
|
4,562
|
|
|||||
Net income
|
$
|
233,830
|
|
|
$
|
111,712
|
|
|
$
|
4,562
|
|
|
$
|
—
|
|
|
$
|
350,104
|
|
Capital expenditures
|
$
|
740,246
|
|
|
$
|
346,383
|
|
|
$
|
321
|
|
|
$
|
—
|
|
|
$
|
1,086,950
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Distribution revenues:
|
|
|
|
|
|
||||||
Gas sales revenues:
|
|
|
|
|
|
||||||
Residential
|
$
|
1,916,101
|
|
|
$
|
1,642,918
|
|
|
$
|
1,477,049
|
|
Commercial
|
797,073
|
|
|
708,167
|
|
|
619,979
|
|
|||
Industrial
|
131,267
|
|
|
133,372
|
|
|
98,439
|
|
|||
Public authority and other
|
47,714
|
|
|
45,820
|
|
|
41,307
|
|
|||
Total gas sales revenues
|
2,892,155
|
|
|
2,530,277
|
|
|
2,236,774
|
|
|||
Transportation revenues
|
99,250
|
|
|
86,332
|
|
|
76,690
|
|
|||
Other gas revenues
|
8,999
|
|
|
31,204
|
|
|
24,940
|
|
|||
Total distribution revenues
|
3,000,404
|
|
|
2,647,813
|
|
|
2,338,404
|
|
|||
Pipeline and storage revenues
|
115,142
|
|
|
111,922
|
|
|
116,244
|
|
|||
Total operating revenues
|
$
|
3,115,546
|
|
|
$
|
2,759,735
|
|
|
$
|
2,454,648
|
|
|
September 30, 2018
|
||||||||||||||
|
Distribution
|
|
Pipeline and Storage
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Property, plant and equipment, net
|
$
|
7,644,693
|
|
|
$
|
2,726,454
|
|
|
$
|
—
|
|
|
$
|
10,371,147
|
|
Total assets
|
$
|
11,109,128
|
|
|
$
|
2,963,480
|
|
|
$
|
(2,198,171
|
)
|
|
$
|
11,874,437
|
|
|
September 30, 2017
|
||||||||||||||
|
Distribution
|
|
Pipeline and Storage
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In thousands)
|
||||||||||||||
Property, plant and equipment, net
|
$
|
6,849,517
|
|
|
$
|
2,409,665
|
|
|
$
|
—
|
|
|
$
|
9,259,182
|
|
Total assets
|
$
|
10,050,164
|
|
|
$
|
2,621,601
|
|
|
$
|
(1,922,169
|
)
|
|
$
|
10,749,596
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Basic and Diluted Earnings Per Share from continuing operations
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
603,064
|
|
|
$
|
382,711
|
|
|
$
|
345,542
|
|
Less: Income from continuing operations allocated to participating securities
|
580
|
|
|
475
|
|
|
538
|
|
|||
Income from continuing operations available to common shareholders
|
$
|
602,484
|
|
|
$
|
382,236
|
|
|
$
|
345,004
|
|
Basic and diluted weighted average shares outstanding
|
111,012
|
|
|
106,100
|
|
|
103,524
|
|
|||
Income from continuing operations per share — Basic and Diluted
|
$
|
5.43
|
|
|
$
|
3.60
|
|
|
$
|
3.33
|
|
|
|
|
|
|
|
||||||
Basic and Diluted Earnings Per Share from discontinued operations
|
|
|
|
|
|
||||||
Income from discontinued operations
|
$
|
—
|
|
|
$
|
13,710
|
|
|
$
|
4,562
|
|
Less: Income from discontinued operations allocated to participating securities
|
—
|
|
|
12
|
|
|
8
|
|
|||
Income from discontinued operations available to common shareholders
|
$
|
—
|
|
|
$
|
13,698
|
|
|
$
|
4,554
|
|
Basic and diluted weighted average shares outstanding
|
111,012
|
|
|
106,100
|
|
|
103,524
|
|
|||
Income from discontinued operations per share - Basic and Diluted
|
$
|
—
|
|
|
$
|
0.13
|
|
|
$
|
0.05
|
|
Net Income per share — Basic and Diluted
|
$
|
5.43
|
|
|
$
|
3.73
|
|
|
$
|
3.38
|
|
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Unsecured 8.50% Senior Notes, due March 2019
|
$
|
450,000
|
|
|
$
|
450,000
|
|
Unsecured 3.00% Senior Notes, due 2027
|
500,000
|
|
|
500,000
|
|
||
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
|
750,000
|
|
|
750,000
|
|
||
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
|
|
||
Floating-rate term loan, due September 2019
(1)
|
125,000
|
|
|
125,000
|
|
||
Total long-term debt
|
3,085,000
|
|
|
3,085,000
|
|
||
Less:
|
|
|
|
||||
Original issue (premium) / discount on unsecured senior notes and debentures
|
(4,439
|
)
|
|
(4,384
|
)
|
||
Debt issuance cost
|
20,774
|
|
|
22,339
|
|
||
Current maturities
|
575,000
|
|
|
—
|
|
||
|
$
|
2,493,665
|
|
|
$
|
3,067,045
|
|
(1)
|
Up to
$200 million
can be drawn under this term loan.
|
2019
|
$
|
575,000
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
Thereafter
|
2,510,000
|
|
|
|
$
|
3,085,000
|
|
|
Available-
for-Sale
Securities
|
|
Interest
Rate
Agreement
Cash Flow
Hedges
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
September 30, 2017
|
$
|
7,048
|
|
|
$
|
(112,302
|
)
|
|
$
|
(105,254
|
)
|
Other comprehensive income (loss) before reclassifications
|
1,426
|
|
|
43,184
|
|
|
44,610
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
(1,821
|
)
|
|
1,752
|
|
|
(69
|
)
|
|||
Net current-period other comprehensive income (loss)
|
(395
|
)
|
|
44,936
|
|
|
44,541
|
|
|||
Cumulative effect of accounting change
|
1,471
|
|
|
(24,405
|
)
|
|
(22,934
|
)
|
|||
September 30, 2018
|
$
|
8,124
|
|
|
$
|
(91,771
|
)
|
|
$
|
(83,647
|
)
|
|
Available-
for-Sale
Securities
|
|
Interest
Rate
Agreement
Cash Flow
Hedges
|
|
Commodity
Contracts
Cash Flow
Hedges
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
September 30, 2016
|
$
|
4,484
|
|
|
$
|
(187,524
|
)
|
|
$
|
(4,982
|
)
|
|
$
|
(188,022
|
)
|
Other comprehensive income (loss) before reclassifications
|
2,502
|
|
|
74,560
|
|
|
9,847
|
|
|
86,909
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
62
|
|
|
662
|
|
|
(4,865
|
)
|
|
(4,141
|
)
|
||||
Net current-period other comprehensive income
|
2,564
|
|
|
75,222
|
|
|
4,982
|
|
|
82,768
|
|
||||
September 30, 2017
|
$
|
7,048
|
|
|
$
|
(112,302
|
)
|
|
$
|
—
|
|
|
$
|
(105,254
|
)
|
|
Fiscal Year Ended September 30, 2018
|
||||
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
(2)
|
$
|
2,360
|
|
|
Operation and maintenance expense
|
|
2,360
|
|
|
Total before tax
|
|
|
(539
|
)
|
|
Tax expense
|
|
|
$
|
1,821
|
|
|
Net of tax
|
Cash flow hedges
|
|
|
|
||
Interest rate agreements
|
$
|
(2,375
|
)
|
|
Interest charges
|
|
(2,375
|
)
|
|
Total before tax
|
|
|
623
|
|
|
Tax benefit
|
|
|
$
|
(1,752
|
)
|
|
Net of tax
|
Total reclassifications
|
$
|
69
|
|
|
Net of tax
|
|
Fiscal Year Ended September 30, 2017
|
||||
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
(2)
|
$
|
(97
|
)
|
|
Operation and maintenance expense
|
|
(97
|
)
|
|
Total before tax
|
|
|
35
|
|
|
Tax benefit
|
|
|
$
|
(62
|
)
|
|
Net of tax
|
Cash flow hedges
|
|
|
|
||
Interest rate agreements
|
$
|
(1,043
|
)
|
|
Interest charges
|
Commodity contracts
|
7,967
|
|
|
Purchased gas cost
(1)
|
|
|
6,924
|
|
|
Total before tax
|
|
|
(2,721
|
)
|
|
Tax expense
|
|
|
$
|
4,203
|
|
|
Net of tax
|
Total reclassifications
|
$
|
4,141
|
|
|
Net of tax
|
(1)
|
Amounts are presented as part of income from discontinued operations on the consolidated statements of income.
|
(2)
|
Our available-for-sale securities include both debt and equity securities.
|
|
Defined
Benefit Plan
|
|
Supplemental
Executive
Retirement Plans
|
|
Postretirement
Plans
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
September 30, 2018
|
|
|
|
|
|
|
|
||||||||
Unrecognized prior service (credit) cost
|
$
|
(1,047
|
)
|
|
$
|
—
|
|
|
$
|
1,298
|
|
|
$
|
251
|
|
Unrecognized actuarial (gain) loss
|
(2,310
|
)
|
|
33,912
|
|
|
(100,966
|
)
|
|
(69,364
|
)
|
||||
|
$
|
(3,357
|
)
|
|
$
|
33,912
|
|
|
$
|
(99,668
|
)
|
|
$
|
(69,113
|
)
|
September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Unrecognized prior service (credit) cost
|
$
|
(1,278
|
)
|
|
$
|
—
|
|
|
$
|
1,309
|
|
|
$
|
31
|
|
Unrecognized actuarial (gain) loss
|
62,388
|
|
|
42,170
|
|
|
(87,196
|
)
|
|
17,362
|
|
||||
|
$
|
61,110
|
|
|
$
|
42,170
|
|
|
$
|
(85,887
|
)
|
|
$
|
17,393
|
|
|
Targeted
Allocation Range
|
|
Actual
Allocation
September 30
|
||
Security Class
|
2018
|
|
2017
|
||
Domestic equities
|
35%-55%
|
|
44.3%
|
|
43.9%
|
International equities
|
10%-20%
|
|
15.4%
|
|
17.2%
|
Fixed income
|
5%-30%
|
|
16.9%
|
|
10.6%
|
Company stock
|
0%-15%
|
|
12.7%
|
|
11.8%
|
Other assets
|
0%-20%
|
|
10.7%
|
|
16.5%
|
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Accumulated benefit obligation
|
$
|
478,750
|
|
|
$
|
505,355
|
|
Change in projected benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
533,455
|
|
|
$
|
545,480
|
|
Service cost
|
17,264
|
|
|
18,109
|
|
||
Interest cost
|
20,803
|
|
|
20,443
|
|
||
Actuarial (gain) loss
|
(29,087
|
)
|
|
(16,347
|
)
|
||
Benefits paid
|
(37,716
|
)
|
|
(34,230
|
)
|
||
Benefit obligation at end of year
|
504,719
|
|
|
533,455
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
508,244
|
|
|
473,950
|
|
||
Actual return on plan assets
|
54,163
|
|
|
63,524
|
|
||
Employer contributions
|
7,000
|
|
|
5,000
|
|
||
Benefits paid
|
(37,716
|
)
|
|
(34,230
|
)
|
||
Fair value of plan assets at end of year
|
531,691
|
|
|
508,244
|
|
||
Reconciliation:
|
|
|
|
||||
Funded status
|
26,972
|
|
|
(25,211
|
)
|
||
Unrecognized prior service cost
|
—
|
|
|
—
|
|
||
Unrecognized net loss
|
—
|
|
|
—
|
|
||
Net amount recognized
|
$
|
26,972
|
|
|
$
|
(25,211
|
)
|
|
Fiscal Year Ended September 30
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Components of net periodic pension cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
17,264
|
|
|
$
|
18,109
|
|
|
$
|
16,419
|
|
Interest cost
|
20,803
|
|
|
20,443
|
|
|
23,193
|
|
|||
Expected return on assets
|
(27,666
|
)
|
|
(27,975
|
)
|
|
(27,522
|
)
|
|||
Amortization of prior service credit
|
(231
|
)
|
|
(231
|
)
|
|
(226
|
)
|
|||
Recognized actuarial loss
|
9,114
|
|
|
12,744
|
|
|
10,693
|
|
|||
Net periodic pension cost
|
$
|
19,284
|
|
|
$
|
23,090
|
|
|
$
|
22,557
|
|
|
Assets at Fair Value as of September 30, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
$
|
197,577
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
197,577
|
|
Money market funds
|
—
|
|
|
19,153
|
|
|
—
|
|
|
19,153
|
|
||||
Registered investment companies
|
50,895
|
|
|
—
|
|
|
—
|
|
|
50,895
|
|
||||
Government securities:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
—
|
|
|
18,821
|
|
|
—
|
|
|
18,821
|
|
||||
U.S. treasuries
|
23,071
|
|
|
868
|
|
|
—
|
|
|
23,939
|
|
||||
Corporate bonds
|
—
|
|
|
46,498
|
|
|
—
|
|
|
46,498
|
|
||||
Total investments at fair value
|
$
|
271,543
|
|
|
$
|
85,340
|
|
|
$
|
—
|
|
|
356,883
|
|
|
Investments measured at net asset value:
|
|
|
|
|
|
|
|
||||||||
Common/collective trusts
(1)
|
|
|
|
|
|
|
108,391
|
|
|||||||
Limited partnerships
(1)
|
|
|
|
|
|
|
64,399
|
|
|||||||
Total investments at fair value
|
|
|
|
|
|
|
$
|
529,673
|
|
|
Assets at Fair Value as of September 30, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Common stocks
|
$
|
164,910
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
164,910
|
|
Money market funds
|
—
|
|
|
9,588
|
|
|
—
|
|
|
9,588
|
|
||||
Registered investment companies
|
64,102
|
|
|
—
|
|
|
—
|
|
|
64,102
|
|
||||
Government securities:
|
|
|
|
|
|
|
|
||||||||
Mortgage-backed securities
|
—
|
|
|
15,664
|
|
|
—
|
|
|
15,664
|
|
||||
U.S. treasuries
|
5,129
|
|
|
822
|
|
|
—
|
|
|
5,951
|
|
||||
Corporate bonds
|
—
|
|
|
32,314
|
|
|
—
|
|
|
32,314
|
|
||||
Total assets in the fair value hierarchy
|
$
|
234,141
|
|
|
$
|
58,388
|
|
|
$
|
—
|
|
|
292,529
|
|
|
Investments measured at net asset value:
|
|
|
|
|
|
|
|
||||||||
Common/collective trusts
(1)
|
|
|
|
|
|
|
150,976
|
|
|||||||
Limited partnerships
(1)
|
|
|
|
|
|
|
64,135
|
|
|||||||
Total investments at fair value
|
|
|
|
|
|
|
$
|
507,640
|
|
(1)
|
The fair value of our common/collective trusts and limited partnerships are measured using the net asset value per share practical expedient. There are no redemption restrictions, redemption notice periods or unfunded commitments for these investments. The redemption frequency is daily.
|
|
Pension
Liability
|
|
Pension Cost
|
|||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2016
|
|||||
Discount rate
(1)
|
4.38
|
%
|
|
3.89
|
%
|
|
4.08
|
%
|
|
3.73
|
%
|
|
4.55
|
%
|
Rate of compensation increase
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
(
1
)
|
Reflects a weighted average discount rate for pension cost for fiscal 2018 due to settlements during the year.
|
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Accumulated benefit obligation
|
$
|
116,943
|
|
|
$
|
130,070
|
|
Change in projected benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
134,480
|
|
|
$
|
142,574
|
|
Service cost
|
1,332
|
|
|
2,756
|
|
||
Interest cost
|
4,988
|
|
|
4,744
|
|
||
Actuarial (gain) loss
|
(1,020
|
)
|
|
(2,452
|
)
|
||
Benefits paid
|
(4,523
|
)
|
|
(4,588
|
)
|
||
Settlements
|
(13,887
|
)
|
|
(8,554
|
)
|
||
Benefit obligation at end of year
|
121,370
|
|
|
134,480
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
—
|
|
|
—
|
|
||
Employer contribution
|
18,410
|
|
|
13,142
|
|
||
Benefits paid
|
(4,523
|
)
|
|
(4,588
|
)
|
||
Settlements
|
(13,887
|
)
|
|
(8,554
|
)
|
||
Fair value of plan assets at end of year
|
—
|
|
|
—
|
|
||
Reconciliation:
|
|
|
|
||||
Funded status
|
(121,370
|
)
|
|
(134,480
|
)
|
||
Unrecognized prior service cost
|
—
|
|
|
—
|
|
||
Unrecognized net loss
|
—
|
|
|
—
|
|
||
Accrued pension cost
|
$
|
(121,370
|
)
|
|
$
|
(134,480
|
)
|
|
Fiscal Year Ended September 30
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Components of net periodic pension cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
1,332
|
|
|
$
|
2,756
|
|
|
$
|
2,371
|
|
Interest cost
|
4,988
|
|
|
4,744
|
|
|
5,185
|
|
|||
Recognized actuarial loss
|
3,079
|
|
|
4,251
|
|
|
2,586
|
|
|||
Settlements
|
4,159
|
|
|
2,685
|
|
|
—
|
|
|||
Net periodic pension cost
|
$
|
13,558
|
|
|
$
|
14,436
|
|
|
$
|
10,142
|
|
|
Pension
Plan
|
|
Supplemental
Plans
|
||||
|
(In thousands)
|
||||||
2019
|
$
|
32,603
|
|
|
$
|
10,475
|
|
2020
|
33,509
|
|
|
24,778
|
|
||
2021
|
35,838
|
|
|
4,597
|
|
||
2022
|
37,176
|
|
|
20,882
|
|
||
2023
|
38,684
|
|
|
12,735
|
|
||
2024-2028
|
206,563
|
|
|
43,070
|
|
|
Actual
Allocation
September 30
|
||
Security Class
|
2018
|
|
2017
|
Diversified investment funds
|
97.5%
|
|
97.5%
|
Cash and cash equivalents
|
2.5%
|
|
2.5%
|
|
Postretirement
Liability
|
|
Postretirement Cost
|
|||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2016
|
|||||
Discount rate
|
4.38
|
%
|
|
3.89
|
%
|
|
3.89
|
%
|
|
3.73
|
%
|
|
4.55
|
%
|
Expected return on plan assets
|
5.33
|
%
|
|
4.29
|
%
|
|
4.29
|
%
|
|
4.45
|
%
|
|
4.45
|
%
|
Initial trend rate
|
6.50
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
Ultimate trend rate
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Ultimate trend reached in
|
2022
|
|
|
2022
|
|
|
2022
|
|
|
2022
|
|
|
2021
|
|
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
274,098
|
|
|
$
|
279,222
|
|
Service cost
|
12,078
|
|
|
12,436
|
|
||
Interest cost
|
10,907
|
|
|
10,679
|
|
||
Plan participants’ contributions
|
4,720
|
|
|
4,936
|
|
||
Actuarial gain
|
(17,252
|
)
|
|
(21,750
|
)
|
||
Benefits paid
|
(18,565
|
)
|
|
(13,970
|
)
|
||
Plan amendments
|
—
|
|
|
2,545
|
|
||
Benefit obligation at end of year
|
265,986
|
|
|
274,098
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
184,790
|
|
|
158,977
|
|
||
Actual return on plan assets
|
10,997
|
|
|
21,160
|
|
||
Employer contributions
|
17,419
|
|
|
13,687
|
|
||
Plan participants’ contributions
|
4,720
|
|
|
4,936
|
|
||
Benefits paid
|
(18,565
|
)
|
|
(13,970
|
)
|
||
Fair value of plan assets at end of year
|
199,361
|
|
|
184,790
|
|
||
Reconciliation:
|
|
|
|
||||
Funded status
|
(66,625
|
)
|
|
(89,308
|
)
|
||
Unrecognized transition obligation
|
—
|
|
|
—
|
|
||
Unrecognized prior service cost
|
—
|
|
|
—
|
|
||
Unrecognized net loss
|
—
|
|
|
—
|
|
||
Accrued postretirement cost
|
$
|
(66,625
|
)
|
|
$
|
(89,308
|
)
|
|
Fiscal Year Ended September 30
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Components of net periodic postretirement cost:
|
|
|
|
|
|
||||||
Service cost
|
$
|
12,078
|
|
|
$
|
12,436
|
|
|
$
|
10,823
|
|
Interest cost
|
10,907
|
|
|
10,679
|
|
|
12,424
|
|
|||
Expected return on assets
|
(8,006
|
)
|
|
(7,185
|
)
|
|
(6,264
|
)
|
|||
Amortization of transition obligation
|
—
|
|
|
—
|
|
|
82
|
|
|||
Amortization of prior service cost (credit)
|
11
|
|
|
(1,644
|
)
|
|
(1,644
|
)
|
|||
Recognized actuarial gain
|
(6,473
|
)
|
|
(2,827
|
)
|
|
(2,167
|
)
|
|||
Net periodic postretirement cost
|
$
|
8,517
|
|
|
$
|
11,459
|
|
|
$
|
13,254
|
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
|
(In thousands)
|
||||||
Effect on total service and interest cost components
|
$
|
4,228
|
|
|
$
|
(3,377
|
)
|
Effect on postretirement benefit obligation
|
$
|
38,633
|
|
|
$
|
(31,872
|
)
|
|
Assets at Fair Value as of September 30, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
|
$
|
5,003
|
|
|
$
|
—
|
|
|
$
|
5,003
|
|
Registered investment companies
|
194,358
|
|
|
—
|
|
|
—
|
|
|
194,358
|
|
||||
Total investments at fair value
|
$
|
194,358
|
|
|
$
|
5,003
|
|
|
$
|
—
|
|
|
$
|
199,361
|
|
|
Assets at Fair Value as of September 30, 2017
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Investments:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
—
|
|
|
$
|
4,534
|
|
|
$
|
—
|
|
|
$
|
4,534
|
|
Registered investment companies
|
180,256
|
|
|
—
|
|
|
—
|
|
|
180,256
|
|
||||
Total investments at fair value
|
$
|
180,256
|
|
|
$
|
4,534
|
|
|
$
|
—
|
|
|
$
|
184,790
|
|
|
Company
Payments
|
|
Retiree
Payments
|
|
Subsidy
Payments
|
|
Total
Postretirement
Benefits
|
||||||||
|
(In thousands)
|
||||||||||||||
2019
|
$
|
14,407
|
|
|
$
|
3,532
|
|
|
$
|
—
|
|
|
$
|
17,939
|
|
2020
|
13,363
|
|
|
3,742
|
|
|
—
|
|
|
17,105
|
|
||||
2021
|
13,572
|
|
|
3,975
|
|
|
—
|
|
|
17,547
|
|
||||
2022
|
14,503
|
|
|
4,412
|
|
|
—
|
|
|
18,915
|
|
||||
2023
|
15,405
|
|
|
4,832
|
|
|
—
|
|
|
20,237
|
|
||||
2024-2028
|
88,120
|
|
|
29,514
|
|
|
—
|
|
|
117,634
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
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
|
570,814
|
|
|
$
|
69.45
|
|
|
782,431
|
|
|
$
|
57.66
|
|
|
878,104
|
|
|
$
|
48.24
|
|
Granted
|
248,710
|
|
|
85.62
|
|
|
273,497
|
|
|
74.15
|
|
|
357,323
|
|
|
65.98
|
|
|||
Vested
|
(274,392
|
)
|
|
64.43
|
|
|
(448,326
|
)
|
|
52.23
|
|
|
(448,136
|
)
|
|
45.88
|
|
|||
Forfeited
|
(6,540
|
)
|
|
74.87
|
|
|
(36,788
|
)
|
|
63.48
|
|
|
(4,860
|
)
|
|
53.52
|
|
|||
Nonvested at end of year
|
538,592
|
|
|
$
|
80.91
|
|
|
570,814
|
|
|
$
|
69.45
|
|
|
782,431
|
|
|
$
|
57.66
|
|
|
September 30
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Billed accounts receivable
|
$
|
138,794
|
|
|
$
|
135,091
|
|
Unbilled revenue
|
81,005
|
|
|
73,143
|
|
||
Other accounts receivable
|
48,291
|
|
|
24,894
|
|
||
Total accounts receivable
|
268,090
|
|
|
233,128
|
|
||
Less: allowance for doubtful accounts
|
(14,795
|
)
|
|
(10,865
|
)
|
||
Net accounts receivable
|
$
|
253,295
|
|
|
$
|
222,263
|
|
|
September 30
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Deferred gas costs
|
$
|
1,927
|
|
|
$
|
65,714
|
|
Prepaid expenses
|
33,233
|
|
|
32,163
|
|
||
Materials and supplies
|
8,106
|
|
|
4,472
|
|
||
Assets from risk management activities
|
1,369
|
|
|
2,436
|
|
||
Other
|
1,420
|
|
|
1,536
|
|
||
Total
|
$
|
46,055
|
|
|
$
|
106,321
|
|
|
September 30
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Storage plant
|
$
|
414,857
|
|
|
$
|
369,510
|
|
Transmission plant
|
2,851,423
|
|
|
2,521,671
|
|
||
Distribution plant
|
8,141,733
|
|
|
7,306,021
|
|
||
General plant
|
771,355
|
|
|
765,728
|
|
||
Intangible plant
|
38,280
|
|
|
38,980
|
|
||
|
12,217,648
|
|
|
11,001,910
|
|
||
Construction in progress
|
349,725
|
|
|
299,394
|
|
||
|
12,567,373
|
|
|
11,301,304
|
|
||
Less: accumulated depreciation and amortization
|
(2,196,226
|
)
|
|
(2,042,122
|
)
|
||
Net property, plant and equipment
(1)
|
$
|
10,371,147
|
|
|
$
|
9,259,182
|
|
(1)
|
Net property, plant and equipment includes plant acquisition adjustments of
$(55.5)
million and
$(64.1)
million at
September 30, 2018
and
2017
.
|
|
Distribution
|
|
Pipeline and Storage
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance as of September 30, 2017
|
$
|
587,080
|
|
|
$
|
143,052
|
|
|
$
|
730,132
|
|
Deferred tax adjustments on prior acquisitions
(1)
|
262
|
|
|
25
|
|
|
287
|
|
|||
Balance as of September 30, 2018
|
$
|
587,342
|
|
|
$
|
143,077
|
|
|
$
|
730,419
|
|
(1)
|
We annually adjust certain deferred taxes recorded in connection with acquisitions completed in fiscal 2001 and fiscal 2005, which resulted in an increase to goodwill and net deferred tax liabilities of
$0.3 million
for fiscal
2018
.
|
|
September 30
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Marketable securities
|
$
|
99,385
|
|
|
$
|
88,409
|
|
Regulatory assets
|
141,778
|
|
|
110,977
|
|
||
Assets from risk management activities
|
250
|
|
|
803
|
|
||
Pension asset
|
26,972
|
|
|
—
|
|
||
Tax receivable
|
10,099
|
|
|
—
|
|
||
Other
|
15,534
|
|
|
20,447
|
|
||
Total
|
$
|
294,018
|
|
|
$
|
220,636
|
|
|
September 30
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Trade accounts payable
|
$
|
135,159
|
|
|
$
|
143,422
|
|
Accrued gas payable
|
48,721
|
|
|
50,253
|
|
||
Accrued liabilities
|
33,403
|
|
|
39,375
|
|
||
Total
|
$
|
217,283
|
|
|
$
|
233,050
|
|
|
September 30
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Customer credit balances and deposits
|
$
|
52,648
|
|
|
$
|
54,627
|
|
Accrued employee costs
|
52,101
|
|
|
46,653
|
|
||
Deferred gas costs
|
94,705
|
|
|
15,559
|
|
||
Accrued interest
|
39,486
|
|
|
39,624
|
|
||
Liabilities from risk management activities
|
56,734
|
|
|
322
|
|
||
Taxes payable
|
123,457
|
|
|
116,291
|
|
||
Pension and postretirement obligations
|
10,475
|
|
|
18,411
|
|
||
Regulatory cost of service reserve
|
22,508
|
|
|
—
|
|
||
Regulatory cost of removal obligation
|
55,770
|
|
|
35,910
|
|
||
APT annual adjustment mechanism
|
19,918
|
|
|
—
|
|
||
Regulatory excess deferred taxes (See Note 12)
|
5,225
|
|
|
—
|
|
||
Other
|
14,041
|
|
|
5,251
|
|
||
Total
|
$
|
547,068
|
|
|
$
|
332,648
|
|
|
September 30
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Customer advances for construction
|
$
|
11,010
|
|
|
$
|
9,309
|
|
Other regulatory liabilities
|
78,599
|
|
|
5,257
|
|
||
Asset retirement obligation
|
12,887
|
|
|
12,827
|
|
||
Liabilities from risk management activities
|
103
|
|
|
112,076
|
|
||
APT annual adjustment mechanism
|
15,310
|
|
|
—
|
|
||
Other
|
40,119
|
|
|
36,266
|
|
||
Total
|
$
|
158,028
|
|
|
$
|
175,735
|
|
|
Operating
Leases
(1)
|
||
|
(In thousands)
|
||
2019
|
$
|
17,655
|
|
2020
|
16,483
|
|
|
2021
|
16,202
|
|
|
2022
|
16,004
|
|
|
2023
|
15,621
|
|
|
Thereafter
|
22,226
|
|
|
Total minimum lease payments
|
$
|
104,191
|
|
(1)
|
Future minimum lease payments do not include amounts for fleet leases and other de minimis items that can be renewed beyond the initial lease term. The Company anticipates renewing the leases beyond the initial term, but the anticipated payments associated with the renewals do not meet the definition of expected minimum lease payments and therefore are not included above. Expected payments are
$17.7 million
in 2019,
$14.7 million
in 2020,
$11.3 million
in 2021,
$8.0 million
in 2022,
$4.6 million
in 2023 and
$2.3 million
thereafter.
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(10,099
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
11,075
|
|
|
9,022
|
|
|
5,667
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
150,556
|
|
|
197,013
|
|
|
178,630
|
|
|||
State
|
15,330
|
|
|
15,348
|
|
|
12,350
|
|
|||
TCJA Impact
|
(158,782
|
)
|
|
—
|
|
|
—
|
|
|||
Investment tax credits
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
|
$
|
8,080
|
|
|
$
|
221,383
|
|
|
$
|
196,642
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Tax at statutory rate
(1)
|
$
|
149,730
|
|
|
$
|
211,433
|
|
|
$
|
189,764
|
|
Common stock dividends deductible for tax reporting
|
(1,745
|
)
|
|
(2,584
|
)
|
|
(2,570
|
)
|
|||
State taxes (net of federal benefit)
|
19,826
|
|
|
16,100
|
|
|
11,133
|
|
|||
Change in valuation allowance
|
—
|
|
|
—
|
|
|
1,324
|
|
|||
Amortization of excess deferred taxes
|
(1,219
|
)
|
|
—
|
|
|
—
|
|
|||
Remeasurement due to TCJA
|
(158,782
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
270
|
|
|
(3,566
|
)
|
|
(3,009
|
)
|
|||
Income tax expense
|
$
|
8,080
|
|
|
$
|
221,383
|
|
|
$
|
196,642
|
|
(1)
|
Tax expense is calculated at the statutory federal income tax rate of
24.5%
for the year ended September 30, 2018 and
35%
for the years ended September 30, 2017 and 2016.
|
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Employee benefit plans
|
$
|
72,745
|
|
|
$
|
121,288
|
|
Interest rate agreements
|
27,135
|
|
|
65,171
|
|
||
Net operating loss carryforwards
|
461,481
|
|
|
555,043
|
|
||
Charitable and other credit carryforwards
|
6,818
|
|
|
18,873
|
|
||
Regulatory excess deferred tax
|
169,947
|
|
|
—
|
|
||
Other
|
13,804
|
|
|
10,218
|
|
||
Total deferred tax assets
|
751,930
|
|
|
770,593
|
|
||
Valuation allowance
|
(1,465
|
)
|
|
(5,403
|
)
|
||
Net deferred tax assets
|
750,465
|
|
|
765,190
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Difference in net book value and net tax value of assets
|
(1,859,787
|
)
|
|
(2,528,485
|
)
|
||
Pension funding
|
(6,986
|
)
|
|
(13,101
|
)
|
||
Gas cost adjustments
|
1,005
|
|
|
(60,376
|
)
|
||
Other
|
(38,764
|
)
|
|
(41,927
|
)
|
||
Total deferred tax liabilities
|
(1,904,532
|
)
|
|
(2,643,889
|
)
|
||
Net deferred tax liabilities
|
$
|
(1,154,067
|
)
|
|
$
|
(1,878,699
|
)
|
Deferred credits for rate regulated entities
|
$
|
762
|
|
|
$
|
985
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(In thousands)
|
||||||||||
Unrecognized tax benefits - beginning balance
|
$
|
23,719
|
|
|
$
|
20,298
|
|
|
$
|
17,069
|
|
Increase (decrease) resulting from prior period tax positions
|
22
|
|
|
(366
|
)
|
|
(290
|
)
|
|||
Increase resulting from current period tax positions
|
2,462
|
|
|
3,787
|
|
|
3,519
|
|
|||
Unrecognized tax benefits - ending balance
|
26,203
|
|
|
23,719
|
|
|
20,298
|
|
|||
Less: deferred federal and state income tax benefits
|
(5,503
|
)
|
|
(8,302
|
)
|
|
(7,104
|
)
|
|||
Total unrecognized tax benefits that, if recognized, would impact the effective income tax rate as of the end of the year
|
$
|
20,700
|
|
|
$
|
15,417
|
|
|
$
|
13,194
|
|
|
September 30
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Assets from risk management activities, current
|
$
|
1,369
|
|
|
$
|
2,436
|
|
Assets from risk management activities, noncurrent
|
250
|
|
|
803
|
|
||
Liabilities from risk management activities, current
|
(56,734
|
)
|
|
(322
|
)
|
||
Liabilities from risk management activities, noncurrent
|
(103
|
)
|
|
(112,076
|
)
|
||
Net assets (liabilities)
|
$
|
(55,218
|
)
|
|
$
|
(109,159
|
)
|
|
|
|
|
||||||
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
(In thousands)
|
||||||
September 30, 2018
|
|
|
|
|
|
||||
Designated As Hedges:
|
|
|
|
|
|
||||
Interest rate swap agreements
|
Other current assets /
Other current liabilities |
|
$
|
—
|
|
|
$
|
(56,499
|
)
|
Total
|
|
|
—
|
|
|
(56,499
|
)
|
||
Not Designated As Hedges:
|
|
|
|
|
|
||||
Commodity contracts
|
Other current assets /
Other current liabilities
|
|
1,369
|
|
|
(235
|
)
|
||
Commodity contracts
|
Deferred charges and other assets /
Deferred credits and other liabilities
|
|
250
|
|
|
(103
|
)
|
||
Total
|
|
|
1,619
|
|
|
(338
|
)
|
||
Gross Financial Instruments
|
|
|
1,619
|
|
|
(56,837
|
)
|
||
Gross Amounts Offset on Consolidated Balance Sheet:
|
|
|
|
|
|
||||
Contract netting
|
|
|
—
|
|
|
—
|
|
||
Net Financial Instruments
|
|
|
1,619
|
|
|
(56,837
|
)
|
||
Cash collateral
|
|
|
—
|
|
|
—
|
|
||
Net Assets/Liabilities from Risk Management Activities
|
|
|
$
|
1,619
|
|
|
$
|
(56,837
|
)
|
|
|
|
|
||||||
|
Balance Sheet Location
|
|
Assets
|
|
Liabilities
|
||||
|
|
|
(In thousands)
|
||||||
September 30, 2017
|
|
|
|
|
|
||||
Designated As Hedges:
|
|
|
|
|
|
||||
Interest rate swap agreements
|
Deferred charges and other assets /
Deferred credits and other liabilities
|
|
$
|
—
|
|
|
$
|
(112,076
|
)
|
Total
|
|
|
—
|
|
|
(112,076
|
)
|
||
Not Designated As Hedges:
|
|
|
|
|
|
||||
Commodity contracts
|
Other current assets /
Other current liabilities
|
|
2,436
|
|
|
(322
|
)
|
||
Commodity contracts
|
Deferred charges and other assets /
Deferred credits and other liabilities
|
|
803
|
|
|
—
|
|
||
Total
|
|
|
3,239
|
|
|
(322
|
)
|
||
Gross Financial Instruments
|
|
|
3,239
|
|
|
(112,398
|
)
|
||
Gross Amounts Offset on Consolidated Balance Sheet:
|
|
|
|
|
|
||||
Contract netting
|
|
|
—
|
|
|
—
|
|
||
Net Financial Instruments
|
|
|
3,239
|
|
|
(112,398
|
)
|
||
Cash collateral
|
|
|
—
|
|
|
—
|
|
||
Net Assets/Liabilities from Risk Management Activities
|
|
|
$
|
3,239
|
|
|
$
|
(112,398
|
)
|
|
Fiscal Year Ended
September 30
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Increase in fair value:
|
|
|
|
||||
Interest rate agreements
|
$
|
43,184
|
|
|
$
|
74,560
|
|
Forward commodity contracts
(1)
|
—
|
|
|
9,847
|
|
||
Recognition of (gains) losses in earnings due to settlements:
|
|
|
|
||||
Interest rate agreements
|
1,752
|
|
|
662
|
|
||
Forward commodity contracts
(1)
|
—
|
|
|
(4,865
|
)
|
||
Total other comprehensive income from hedging, net of tax
(2)
|
$
|
44,936
|
|
|
$
|
80,204
|
|
(1)
|
Due to the sale of AEM, these amounts are included in income from discontinued operations
|
(2)
|
Utilizing an income tax rate of approximately
23 percent
for fiscal 2018 and an income tax rate ranging from approximately
37 percent
to
39 percent
for fiscal 2017 based on the effective rates in each taxing jurisdiction.
|
|
Interest Rate
Agreements
|
||
|
(In thousands)
|
||
2019
|
$
|
(1,863
|
)
|
2020
|
(1,893
|
)
|
|
2021
|
(1,893
|
)
|
|
2022
|
(1,893
|
)
|
|
2023
|
(1,893
|
)
|
|
Thereafter
|
(38,729
|
)
|
|
Total
(1)
|
$
|
(48,164
|
)
|
(1)
|
Utilizing an income tax rate of approximately
23 percent
.
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
(1)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Netting and
Cash
Collateral
|
|
September 30, 2018
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
$
|
—
|
|
|
$
|
1,619
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,619
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Registered investment companies
|
42,644
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,644
|
|
|||||
Bond mutual funds
|
21,507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,507
|
|
|||||
Bonds
|
—
|
|
|
31,400
|
|
|
—
|
|
|
—
|
|
|
31,400
|
|
|||||
Money market funds
|
—
|
|
|
3,834
|
|
|
—
|
|
|
—
|
|
|
3,834
|
|
|||||
Total available-for-sale securities
|
64,151
|
|
|
35,234
|
|
|
—
|
|
|
—
|
|
|
99,385
|
|
|||||
Total assets
|
$
|
64,151
|
|
|
$
|
36,853
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
101,004
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
$
|
—
|
|
|
$
|
56,837
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,837
|
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
(1)
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Netting and
Cash
Collateral
|
|
September 30, 2017
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
$
|
—
|
|
|
$
|
3,239
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,239
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Registered investment companies
|
41,097
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,097
|
|
|||||
Bond mutual funds
|
16,371
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,371
|
|
|||||
Bonds
|
—
|
|
|
29,104
|
|
|
—
|
|
|
—
|
|
|
29,104
|
|
|||||
Money market funds
|
—
|
|
|
1,837
|
|
|
—
|
|
|
—
|
|
|
1,837
|
|
|||||
Total available-for-sale securities
|
57,468
|
|
|
30,941
|
|
|
—
|
|
|
—
|
|
|
88,409
|
|
|||||
Total assets
|
$
|
57,468
|
|
|
$
|
34,180
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91,648
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial instruments
|
$
|
—
|
|
|
$
|
112,398
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
112,398
|
|
(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.
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
As of September 30, 2018
|
|
|
|
|
|
|
|
||||||||
Domestic equity mutual funds
|
$
|
26,950
|
|
|
$
|
9,363
|
|
|
$
|
(353
|
)
|
|
$
|
35,960
|
|
Foreign equity mutual funds
|
4,656
|
|
|
2,028
|
|
|
—
|
|
|
6,684
|
|
||||
Bond mutual funds
|
21,810
|
|
|
—
|
|
|
(303
|
)
|
|
21,507
|
|
||||
Bonds
|
31,511
|
|
|
13
|
|
|
(124
|
)
|
|
31,400
|
|
||||
Money market funds
|
3,834
|
|
|
—
|
|
|
—
|
|
|
3,834
|
|
||||
|
$
|
88,761
|
|
|
$
|
11,404
|
|
|
$
|
(780
|
)
|
|
$
|
99,385
|
|
As of September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Domestic equity mutual funds
|
$
|
25,361
|
|
|
$
|
8,920
|
|
|
$
|
—
|
|
|
$
|
34,281
|
|
Foreign equity mutual funds
|
4,581
|
|
|
2,235
|
|
|
—
|
|
|
6,816
|
|
||||
Bond mutual funds
|
16,391
|
|
|
2
|
|
|
(22
|
)
|
|
16,371
|
|
||||
Bonds
|
29,074
|
|
|
46
|
|
|
(16
|
)
|
|
29,104
|
|
||||
Money market funds
|
1,837
|
|
|
—
|
|
|
—
|
|
|
1,837
|
|
||||
|
$
|
77,244
|
|
|
$
|
11,203
|
|
|
$
|
(38
|
)
|
|
$
|
88,409
|
|
|
September 30, 2018
|
||
|
(In thousands)
|
||
Carrying Amount
|
$
|
3,085,000
|
|
Fair Value
|
$
|
3,161,679
|
|
|
Year Ended September 30
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Operating revenues
|
$
|
303,474
|
|
|
$
|
1,005,090
|
|
Purchased gas cost
|
277,554
|
|
|
968,118
|
|
||
Operating expenses
|
7,874
|
|
|
26,184
|
|
||
Operating income
|
18,046
|
|
|
10,788
|
|
||
Other nonoperating expense
|
(211
|
)
|
|
(2,495
|
)
|
||
Income from discontinued operations before income taxes
|
17,835
|
|
|
8,293
|
|
||
Income tax expense
|
6,841
|
|
|
3,731
|
|
||
Income from discontinued operations
|
10,994
|
|
|
4,562
|
|
||
Gain on sale from discontinued operations, net of tax ($10,215 and $0)
|
2,716
|
|
|
—
|
|
||
Net income from discontinued operations
|
$
|
13,710
|
|
|
$
|
4,562
|
|
|
|
|
Year Ended September 30
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Depreciation and amortization
|
$
|
185
|
|
|
$
|
2,304
|
|
Capital expenditures
|
$
|
—
|
|
|
$
|
321
|
|
Non-cash loss in commodity contract cash flow hedges
|
$
|
(8,165
|
)
|
|
$
|
(33,533
|
)
|
|
Year Ended September 30
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Commodity contracts
|
$
|
(9,567
|
)
|
|
$
|
3,516
|
|
Fair value adjustment for natural gas inventory designated as the hedged item
|
12,858
|
|
|
18,079
|
|
||
Total decrease in purchased gas cost reflected in income from discontinued operations
|
$
|
3,291
|
|
|
$
|
21,595
|
|
The decrease in purchased gas cost reflected in income from discontinued operations is comprised of the following:
|
|
|
|
||||
Basis ineffectiveness
|
$
|
(597
|
)
|
|
$
|
(1,390
|
)
|
Timing ineffectiveness
|
3,888
|
|
|
22,985
|
|
||
|
$
|
3,291
|
|
|
$
|
21,595
|
|
|
Year Ended September 30
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Loss reclassified from AOCI for effective portion of natural gas marketing commodity contracts
|
$
|
(2,612
|
)
|
|
$
|
(52,651
|
)
|
Gain (loss) arising from ineffective portion of natural gas marketing commodity contracts
|
111
|
|
|
(19
|
)
|
||
Gain on discontinuance of cash flow hedging of natural gas marketing commodity contracts reclassified from AOCI
|
10,579
|
|
|
—
|
|
||
Total impact on purchased gas cost reflected in income from discontinued operations
|
$
|
8,078
|
|
|
$
|
(52,670
|
)
|
|
Quarter Ended
|
||||||||||||||
|
December 31
|
|
March 31
|
|
June 30
|
|
September 30
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Fiscal year 2018:
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
|
|
|
|
|
|
||||||||
Distribution
|
$
|
860,792
|
|
|
$
|
1,199,291
|
|
|
$
|
535,488
|
|
|
$
|
407,476
|
|
Pipeline and storage
|
126,463
|
|
|
120,955
|
|
|
127,633
|
|
|
132,662
|
|
||||
Intersegment eliminations
|
(98,063
|
)
|
|
(100,837
|
)
|
|
(100,876
|
)
|
|
(95,438
|
)
|
||||
Total operating revenues
|
889,192
|
|
|
1,219,409
|
|
|
562,245
|
|
|
444,700
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Purchased gas cost
|
366,917
|
|
|
626,960
|
|
|
130,886
|
|
|
43,085
|
|
||||
Operating income
|
241,561
|
|
|
268,988
|
|
|
122,993
|
|
|
89,592
|
|
||||
Net Income
|
314,132
|
|
|
178,992
|
|
|
71,193
|
|
|
38,747
|
|
||||
Basic and diluted earnings per share
|
|
|
|
|
|
|
|
||||||||
Net income per share — basic and diluted
|
$
|
2.89
|
|
|
$
|
1.60
|
|
|
$
|
0.64
|
|
|
$
|
0.35
|
|
|
Quarter Ended
|
||||||||||||||
|
December 31
|
|
March 31
|
|
June 30
|
|
September 30
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Fiscal year 2017:
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
|
|
|
|
|
|
||||||||
Distribution
|
$
|
754,656
|
|
|
$
|
962,541
|
|
|
$
|
494,060
|
|
|
$
|
437,918
|
|
Pipeline and storage
|
109,952
|
|
|
111,972
|
|
|
117,283
|
|
|
117,823
|
|
||||
Intersegment eliminations
|
(84,440
|
)
|
|
(86,327
|
)
|
|
(84,842
|
)
|
|
(90,861
|
)
|
||||
Total operating revenues
|
780,168
|
|
|
988,186
|
|
|
526,501
|
|
|
464,880
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Purchased gas cost
|
311,305
|
|
|
427,494
|
|
|
114,176
|
|
|
72,561
|
|
||||
Operating income
|
209,918
|
|
|
285,172
|
|
|
140,664
|
|
|
91,792
|
|
||||
Income from continuing operations
|
114,038
|
|
|
162,012
|
|
|
70,808
|
|
|
35,853
|
|
||||
Income from discontinued operations
|
10,994
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Gain on sale of discontinued operations
|
—
|
|
|
2,716
|
|
|
—
|
|
|
—
|
|
||||
Net Income
|
125,032
|
|
|
164,728
|
|
|
70,808
|
|
|
35,853
|
|
||||
Basic and diluted earnings per share
|
|
|
|
|
|
|
|
||||||||
Income per share from continuing operations
|
$
|
1.08
|
|
|
$
|
1.52
|
|
|
$
|
0.67
|
|
|
$
|
0.34
|
|
Income per share from discontinued operations
|
0.11
|
|
|
0.03
|
|
|
—
|
|
|
—
|
|
||||
Net income per share — basic and diluted
|
$
|
1.19
|
|
|
$
|
1.55
|
|
|
$
|
0.67
|
|
|
$
|
0.34
|
|
ITEM 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
ITEM 9A.
|
Controls and Procedures.
|
/s/ MICHAEL E. HAEFNER
|
|
/s/ CHRISTOPHER T. FORSYTHE
|
Michael E. Haefner
|
|
Christopher T. Forsythe
|
President, Chief Executive Officer and Director
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
November 13, 2018
|
|
|
ITEM 9B.
|
Other Information.
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance.
|
Name
|
|
Age
|
|
Years of
Service
|
|
Office Currently Held
|
Kim R. Cocklin
|
|
67
|
|
12
|
|
Executive Chairman of the Board
|
Michael E. Haefner
|
|
58
|
|
10
|
|
President, Chief Executive Officer and Director
|
Christopher T. Forsythe
|
|
47
|
|
15
|
|
Senior Vice President and Chief Financial Officer
|
David J. Park
|
|
47
|
|
14
|
|
Senior Vice President, Utility Operations
|
John K. Akers
|
|
55
|
|
27
|
|
Senior Vice President, Safety and Enterprise Services
|
Karen E. Hartsfield
|
|
48
|
|
3
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
John M. Robbins
|
|
48
|
|
5
|
|
Senior Vice President, Human Resources
|
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.
|
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
|
|
|
|
|
Articles of Incorporation and Bylaws
|
|
|
3.1
|
|
Restated Articles of Incorporation of Atmos Energy Corporation - Texas (As Amended Effective February 3, 2010)
|
|
|
3.2
|
|
Restated Articles of Incorporation of Atmos Energy Corporation - Virginia (As Amended Effective February 3, 2010)
|
|
|
3.3
|
|
Amended and Restated Bylaws of Atmos Energy Corporation (as of September 28, 2015)
|
|
|
|
|
Instruments Defining Rights of Security Holders, Including Indentures
|
|
|
4.1
|
|
Specimen Common Stock Certificate (Atmos Energy Corporation)
|
|
|
4.2
|
|
Indenture dated as of November 15, 1995 between United Cities Gas Company and Bank of America Illinois, Trustee
|
|
|
4.3
|
|
Indenture dated as of July 15, 1998 between Atmos Energy Corporation and U.S. Bank Trust National Association, Trustee
|
|
|
4.4
|
|
Indenture dated as of May 22, 2001 between Atmos Energy Corporation and SunTrust Bank, Trustee
|
|
|
4.5
|
|
Indenture dated as of June 14, 2007, between Atmos Energy Corporation and U.S. Bank National Association, Trustee
|
|
|
4.6
|
|
Indenture dated as of March 23, 2009 between Atmos Energy Corporation and U.S. Bank National Corporation, Trustee
|
|
|
4.7(a)
|
|
Debenture Certificate for the 6 3/4% Debentures due 2028
|
|
|
4.7(b)
|
|
Global Security for the 5.95% Senior Notes due 2034
|
|
|
4.7(c)
|
|
Global Security for the 8.50% Senior Notes due 2019
|
|
|
4.7(d)
|
|
Global Security for the 5.5% Senior Notes due 2041
|
|
|
4.7(e)
|
|
Global Security for the 4.15% Senior Notes due 2043
|
|
|
4.7(f)
|
|
Global Security for the 4.125% Senior Notes due 2044
|
|
4.7(g)
|
|
Global Security for the 3.000% Senior Notes due 2027
|
|
|
4.7(h)
|
|
Global Security for the 4.125% Senior Notes due 2044
|
|
|
4.7(i)
|
|
Global Security for the 4.300% Senior Notes due 2048
|
|
|
4.7(j)
|
|
Global Security for the 4.300% Senior Notes due 2048
|
|
|
|
|
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
|
|
|
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
|
|
|
10.1(c)
|
|
|
|
|
10.1(d)
|
|
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
|
|
|
10.1(e)
|
|
|
|
|
10.2
|
|
Equity Distribution Agreement, dated as of November 14, 2017, among Atmos Energy Corporation, Goldman, Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC
|
|
|
|
|
Executive Compensation Plans and Arrangements
|
|
|
10.3(a)*
|
|
Form of Atmos Energy Corporation Change in Control Severance Agreement - Tier I
|
|
|
10.3(b)*
|
|
Form of Atmos Energy Corporation Change in Control Severance Agreement - Tier II
|
|
|
10.4(a)*
|
|
Atmos Energy Corporation Executive Retiree Life Plan
|
|
10.4(b)*
|
|
Amendment No. 1 to the Atmos Energy Corporation Executive Retiree Life Plan
|
|
|
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
|
|
|
10.6(b)*
|
|
Form of Individual Trust Agreement for the Supplemental Executive Benefits Plan
|
|
|
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
|
|
|
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
|
|
|
10.9(b)*
|
|
Amendment No. 1 to Mini-Med/Dental Benefit Extension Agreement dated August 14, 2001
|
|
|
10.9(c)*
|
|
Amendment No. 2 to Mini-Med/Dental Benefit Extension Agreement dated December 31, 2002
|
|
|
10.10*
|
|
Atmos Energy Corporation Equity Incentive and Deferred Compensation Plan for Non-Employee Directors, Amended and Restated as of January 1, 2012
|
|
|
10.11(a)*
|
|
Atmos Energy Corporation 1998 Long-Term Incentive Plan (as amended and restated February 3, 2016)
|
|
|
10.11(b)*
|
|
|
|
|
10.11(c)*
|
|
|
|
|
|
|
Other Exhibits, as indicated
|
|
|
21
|
|
|
|
|
23.1
|
|
|
|
|
24
|
|
Power of Attorney
|
|
Signature page of Form 10-K for fiscal year ended September 30, 2018
|
31
|
|
|
|
|
32
|
|
|
|
|
|
|
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.
|
|
|
|
|
ATMOS ENERGY CORPORATION
|
|
|
|
|
(Registrant)
|
|
|
|
||
|
|
By:
|
|
/s/ CHRISTOPHER T. FORSYTHE
|
|
|
|
|
Christopher T. Forsythe
Senior Vice President and Chief Financial Officer
|
/s/ KIM R. COCKLIN
|
|
Executive Chairman of the Board
|
|
November 13, 2018
|
Kim R. Cocklin
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL E. HAEFNER
|
|
President, Chief Executive Officer and Director
|
|
November 13, 2018
|
Michael E. Haefner
|
|
|
|
|
|
|
|
||
/s/ CHRISTOPHER T. FORSYTHE
|
|
Senior Vice President and Chief Financial Officer
|
|
November 13, 2018
|
Christopher T. Forsythe
|
|
|
|
|
|
|
|
||
/s/ RICHARD M. THOMAS
|
|
Vice President and Controller (Principal Accounting Officer)
|
|
November 13, 2018
|
Richard M. Thomas
|
|
|
|
|
|
|
|
||
/s/ ROBERT W. BEST
|
|
Director
|
|
November 13, 2018
|
Robert W. Best
|
|
|
|
|
|
|
|
||
/s/ KELLY H. COMPTON
|
|
Director
|
|
November 13, 2018
|
Kelly H. Compton
|
|
|
|
|
|
|
|
||
/s/ SEAN DONOHUE
|
|
Director
|
|
November 13, 2018
|
Sean Donohue
|
|
|
|
|
|
|
|
|
|
/s/ RUBEN E. ESQUIVEL
|
|
Director
|
|
November 13, 2018
|
Ruben E. Esquivel
|
|
|
|
|
|
|
|
|
|
/s/ RAFAEL G. GARZA
|
|
Director
|
|
November 13, 2018
|
Rafael G. Garza
|
|
|
|
|
|
|
|
||
/s/ RICHARD K. GORDON
|
|
Director
|
|
November 13, 2018
|
Richard K. Gordon
|
|
|
|
|
|
|
|
||
/s/ ROBERT C. GRABLE
|
|
Director
|
|
November 13, 2018
|
Robert C. Grable
|
|
|
|
|
|
|
|
||
/s/ NANCY K. QUINN
|
|
Director
|
|
November 13, 2018
|
Nancy K. Quinn
|
|
|
|
|
|
|
|
||
/s/ RICHARD A. SAMPSON
|
|
Director
|
|
November 13, 2018
|
Richard A. Sampson
|
|
|
|
|
|
|
|
||
/s/ STEPHEN R. SPRINGER
|
|
Director
|
|
November 13, 2018
|
Stephen R. Springer
|
|
|
|
|
|
|
|
||
/s/ DIANA J. WALTERS
|
|
Director
|
|
November 13, 2018
|
Diana J. Walters
|
|
|
|
|
|
|
|
|
|
/s/ RICHARD WARE II
|
|
Director
|
|
November 13, 2018
|
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)
|
|
|
|
|
|
||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
10,865
|
|
|
$
|
14,894
|
|
|
$
|
—
|
|
|
$
|
10,964
|
|
(1)
|
|
$
|
14,795
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
11,056
|
|
|
$
|
12,269
|
|
|
$
|
—
|
|
|
$
|
12,460
|
|
(1)
|
|
$
|
10,865
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
12,934
|
|
|
$
|
10,414
|
|
|
$
|
—
|
|
|
$
|
12,292
|
|
(1)
|
|
$
|
11,056
|
|
(1)
|
Uncollectible accounts written off.
|
c)
|
Section 1.1
of the Credit Agreement is hereby amended by deleting the definition of “Fitch” in its entirety.
|
Level
|
Rating Category:
Moody’s/S&P
|
Applicable Margin for Eurodollar Advances
|
Applicable Margin for Base Rate Advances
|
Applicable Commitment Fee Percentage
|
I
|
Aa3/AA- or higher
|
0.750%
|
0.000%
|
0.060%
|
II
|
A1/A+
|
0.875%
|
0.000%
|
0.080%
|
III
|
A2/A
|
1.000%
|
0.000%
|
0.100%
|
IV
|
A3/A-
|
1.125%
|
0.125%
|
0.125%
|
V
|
Baa1/ BBB+ or lower
|
1.250%
|
0.250%
|
0.175%
|
Level
|
Rating
Category:
Moody’s/S&P
|
Applicable
Margin for
Eurodollar
Advances
|
Applicable
Margin for Base
Rate Advances
|
Applicable
Commitment Fee
Percentage
|
I
|
Aa3 / AA- or
higher
|
0.750%
|
0.000%
|
0.060%
|
II
|
A1 / A+
|
0.850%
|
0.000%
|
0.075%
|
III
|
A2 / A
|
0.900%
|
0.000%
|
0.100%
|
IV
|
A3 / A-
|
1.000%
|
0.000%
|
0.150%
|
V
|
Baa1 / BBB+ or
|
1.150%
|
0.150%
|
0.175%
|
4.
|
Forfeiture of Units
.
|
5.
|
Removal of Restrictions
.
|
Performance-Based Restricted Stock Units
Performance Schedule for Grant of Performance Period FY 2018-2020
|
||
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
.
|
|
|
|
|
|
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 LOUISIANA INDUSTRIAL GAS, LLC
(a limited liability company)
(wholly owned by Atmos Energy Holdings, Inc.)
|
|
Delaware
|
|
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 POWER SYSTEMS, INC.
(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:
|
(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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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 the registrant's board of directors (or persons performing equivalent functions):
|
(a)
|
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
|
(b)
|
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.
|
/s/ MICHAEL E. HAEFNER
|
|
|
Michael E. Haefner
|
|
|
President and
|
|
|
Chief Executive Officer
|
|
|
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:
|
(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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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 the registrant's board of directors (or persons performing equivalent functions):
|
(a)
|
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
|
(b)
|
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.
|
/s/ CHRISTOPHER T. FORSYTHE
|
|
|
Christopher T. Forsythe
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ MICHAEL E. HAEFNER
|
|
|
Michael E. Haefner
|
|
|
President and
|
|
|
Chief Executive Officer
|
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ CHRISTOPHER T. FORSYTHE
|
|
|
Christopher T. Forsythe
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|