[ X ]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended December 31, 2011
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from __________ to __________
|
Missouri
(State of Incorporation)
|
74-2976504
(I.R.S. Employer Identification number)
|
720 Olive Street
St. Louis, MO 63101
(Address and zip code of principal executive offices)
314-342-0500
(Registrant’s telephone number, including area code)
|
Large accelerated filer
|
[ X ]
|
Accelerated filer
|
[ ]
|
||
Non-accelerated filer
|
[ ]
|
Smaller reporting company
|
[ ]
|
Page No.
|
|||||
PART I
. FINANCIAL INFORMATION
|
Three Months Ended
|
|||||||
December 31,
|
|||||||
(Thousands, Except Per Share Amounts)
|
2011
|
2010
|
|||||
Operating Revenues:
|
|||||||
Regulated Gas Distribution
|
$
|
250,902
|
$
|
277,443
|
|||
Non-Regulated Gas Marketing
|
158,588
|
166,408
|
|||||
Other
|
1,423
|
351
|
|||||
Total Operating Revenues
|
410,913
|
444,202
|
|||||
Operating Expenses:
|
|||||||
Regulated Gas Distribution
|
|||||||
Natural and propane gas
|
146,751
|
173,365
|
|||||
Other operation expenses
|
37,565
|
34,862
|
|||||
Maintenance
|
5,308
|
6,140
|
|||||
Depreciation and amortization
|
10,089
|
9,638
|
|||||
Taxes, other than income taxes
|
14,667
|
15,748
|
|||||
Total Regulated Gas Distribution Operating Expenses
|
214,380
|
239,753
|
|||||
Non-Regulated Gas Marketing
|
152,559
|
163,353
|
|||||
Other
|
869
|
345
|
|||||
Total Operating Expenses
|
367,808
|
403,451
|
|||||
Operating Income
|
43,105
|
40,751
|
|||||
Other Income and (Income Deductions) – Net
|
1,939
|
1,845
|
|||||
Interest Charges:
|
|||||||
Interest on long-term debt
|
5,739
|
5,942
|
|||||
Other interest charges
|
575
|
744
|
|||||
Total Interest Charges
|
6,314
|
6,686
|
|||||
Income Before Income Taxes
|
38,730
|
35,910
|
|||||
Income Tax Expense
|
13,556
|
12,541
|
|||||
Net Income
|
$
|
25,174
|
$
|
23,369
|
|||
Weighted Average Number of Common Shares Outstanding:
|
|||||||
Basic
|
22,193
|
22,041
|
|||||
Diluted
|
22,263
|
22,120
|
|||||
Basic Earnings Per Share of Common Stock
|
$
|
1.13
|
$
|
1.05
|
|||
Diluted Earnings Per Share of Common Stock
|
$
|
1.12
|
$
|
1.05
|
|||
Dividends Declared Per Share of Common Stock
|
$
|
0.415
|
$
|
0.405
|
|||
Three Months Ended
|
|||||||
December 31,
|
|||||||
(Thousands)
|
2011
|
2010
|
|||||
Net Income
|
$
|
25,174
|
$
|
23,369
|
|||
Other Comprehensive Income (Loss), Before Tax:
|
|||||||
Net gains (losses) on cash flow hedging derivative instruments:
|
|||||||
Net hedging gain arising during the period
|
3,047
|
214
|
|||||
Reclassification adjustment for gains included in net income
|
(2,830
|
)
|
(3,090
|
)
|
|||
Net unrealized gains (losses) on cash flow hedging derivative instruments
|
217
|
(2,876
|
)
|
||||
Amortization of actuarial loss included in net periodic pension and
|
|||||||
postretirement benefit cost
|
91
|
107
|
|||||
Other Comprehensive Income (Loss), Before Tax
|
308
|
(2,769
|
)
|
||||
Income Tax Expense (Benefit) Related to Items of Other Comprehensive Income (Loss)
|
119
|
(1,070
|
)
|
||||
Other Comprehensive Income (Loss), Net of Tax
|
189
|
(1,699
|
)
|
||||
Comprehensive Income
|
$
|
25,363
|
$
|
21,670
|
|||
Dec. 31,
|
Sept. 30,
|
Dec. 31,
|
||||||||||||
(Thousands)
|
2011
|
2011
|
2010
|
|||||||||||
ASSETS
|
||||||||||||||
Utility Plant
|
$
|
1,400,001
|
$
|
1,386,590
|
$
|
1,338,568
|
||||||||
Less: Accumulated depreciation and amortization
|
463,148
|
457,907
|
447,582
|
|||||||||||
Net Utility Plant
|
936,853
|
928,683
|
890,986
|
|||||||||||
Non-utility property
|
4,449
|
4,588
|
4,538
|
|||||||||||
Other investments
|
52,508
|
50,785
|
50,505
|
|||||||||||
Other Property and Investments
|
56,957
|
55,373
|
55,043
|
|||||||||||
Current Assets:
|
||||||||||||||
Cash and cash equivalents
|
44,579
|
43,277
|
25,087
|
|||||||||||
Accounts receivable:
|
||||||||||||||
Utility
|
135,758
|
71,090
|
165,171
|
|||||||||||
Non-utility
|
49,902
|
50,894
|
61,951
|
|||||||||||
Other
|
17,554
|
12,572
|
11,055
|
|||||||||||
Allowance for doubtful accounts
|
(5,989
|
)
|
(10,073
|
)
|
(6,732
|
)
|
||||||||
Inventories:
|
||||||||||||||
Natural gas stored underground at LIFO cost
|
113,668
|
115,170
|
109,171
|
|||||||||||
Propane gas at FIFO cost
|
8,964
|
8,961
|
16,881
|
|||||||||||
Materials, supplies, and merchandise at average cost
|
4,855
|
4,229
|
4,255
|
|||||||||||
Natural gas receivable
|
15,327
|
30,689
|
12,320
|
|||||||||||
Derivative instrument assets
|
3,232
|
7,759
|
13,150
|
|||||||||||
Unamortized purchased gas adjustments
|
19,413
|
25,719
|
18,136
|
|||||||||||
Deferred income taxes
|
—
|
—
|
1,162
|
|||||||||||
Prepayments and other
|
8,250
|
8,847
|
6,080
|
|||||||||||
Total Current Assets
|
415,513
|
369,134
|
437,687
|
|||||||||||
Deferred Charges:
|
||||||||||||||
Regulatory assets
|
458,648
|
423,492
|
453,030
|
|||||||||||
Other
|
6,359
|
6,400
|
7,481
|
|||||||||||
Total Deferred Charges
|
465,007
|
429,892
|
460,511
|
|||||||||||
Total Assets
|
$
|
1,874,330
|
$
|
1,783,082
|
$
|
1,844,227
|
||||||||
Dec. 31,
|
Sept. 30,
|
Dec. 31,
|
||||||||||||
(Thousands, except share amounts)
|
2011
|
2011
|
2010
|
|||||||||||
CAPITALIZATION AND LIABILITIES
|
||||||||||||||
Capitalization:
|
||||||||||||||
Common stock (70,000,000 shares authorized, 22,478,635
22,430,734, and 22,376,183 shares issued, respectively)
|
$
|
22,479
|
$
|
22,431
|
$
|
22,376
|
||||||||
Paid-in capital
|
163,944
|
163,702
|
158,976
|
|||||||||||
Retained earnings
|
405,158
|
389,298
|
376,055
|
|||||||||||
Accumulated other comprehensive loss
|
(1,911
|
)
|
(2,100
|
)
|
(8,836
|
)
|
||||||||
Total Common Stock Equity
|
589,670
|
573,331
|
548,571
|
|||||||||||
Long-term debt (less current portion) – Laclede Gas
|
339,372
|
364,357
|
364,313
|
|||||||||||
Total Capitalization
|
929,042
|
937,688
|
912,884
|
|||||||||||
Current Liabilities:
|
||||||||||||||
Notes payable
|
113,000
|
46,000
|
97,450
|
|||||||||||
Accounts payable
|
94,313
|
96,561
|
125,315
|
|||||||||||
Advance customer billings
|
11,600
|
15,230
|
9,639
|
|||||||||||
Current portion of long-term debt
|
25,000
|
—
|
—
|
|||||||||||
Wages and compensation accrued
|
12,529
|
13,650
|
12,406
|
|||||||||||
Dividends payable
|
9,626
|
9,359
|
9,195
|
|||||||||||
Customer deposits
|
10,080
|
10,048
|
11,315
|
|||||||||||
Interest accrued
|
5,519
|
8,812
|
5,756
|
|||||||||||
Taxes accrued
|
11,694
|
11,901
|
17,633
|
|||||||||||
Deferred income taxes
|
7,516
|
8,405
|
—
|
|||||||||||
Other
|
22,302
|
11,968
|
26,623
|
|||||||||||
Total Current Liabilities
|
323,179
|
231,934
|
315,332
|
|||||||||||
Deferred Credits and Other Liabilities:
|
||||||||||||||
Deferred income taxes
|
335,255
|
315,405
|
297,792
|
|||||||||||
Unamortized investment tax credits
|
3,272
|
3,326
|
3,485
|
|||||||||||
Pension and postretirement benefit costs
|
172,791
|
185,701
|
210,642
|
|||||||||||
Asset retirement obligations
|
27,904
|
27,495
|
26,224
|
|||||||||||
Regulatory liabilities
|
51,904
|
50,846
|
47,898
|
|||||||||||
Other
|
30,983
|
30,687
|
29,970
|
|||||||||||
Total Deferred Credits and Other Liabilities
|
622,109
|
613,460
|
616,011
|
|||||||||||
Commitments and Contingencies (
Note 11
)
|
||||||||||||||
Total Capitalization and Liabilities
|
$
|
1,874,330
|
$
|
1,783,082
|
$
|
1,844,227
|
||||||||
Three Months Ended
|
|||||||||
December 31,
|
|||||||||
(Thousands)
|
2011
|
2010
|
|||||||
Operating Activities:
|
|||||||||
Net Income
|
$
|
25,174
|
$
|
23,369
|
|||||
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
|
|||||||||
Depreciation, amortization, and accretion
|
10,239
|
9,766
|
|||||||
Deferred income taxes and investment tax credits
|
7,940
|
1,078
|
|||||||
Other – net
|
(251
|
)
|
(387
|
)
|
|||||
Changes in assets and liabilities:
|
|||||||||
Accounts receivable – net
|
(72,742
|
)
|
(103,856
|
)
|
|||||
Unamortized purchased gas adjustments
|
6,306
|
5,582
|
|||||||
Deferred purchased gas costs
|
(26,415
|
)
|
30,860
|
||||||
Accounts payable
|
(224
|
)
|
31,159
|
||||||
Advance customer billings
|
(3,630
|
)
|
(7,170
|
)
|
|||||
Taxes accrued
|
(805
|
)
|
7,125
|
||||||
Natural gas stored underground
|
1,502
|
4,405
|
|||||||
Other assets and liabilities
|
2,807
|
3,866
|
|||||||
Net cash (used in) provided by operating activities
|
(50,099
|
)
|
5,797
|
||||||
Investing Activities:
|
|||||||||
Capital expenditures
|
(18,334
|
)
|
(15,627
|
)
|
|||||
Other investments
|
(280
|
)
|
1,002
|
||||||
Net cash used in investing activities
|
(18,614
|
)
|
(14,625
|
)
|
|||||
Financing Activities:
|
|||||||||
Maturity of first mortgage bonds
|
—
|
(25,000
|
)
|
||||||
Issuance (repayment) of short-term debt – net
|
67,000
|
(32,200
|
)
|
||||||
Changes in book overdrafts
|
11,842
|
13,310
|
|||||||
Issuance of common stock
|
1,253
|
591
|
|||||||
Dividends paid
|
(9,035
|
)
|
(8,766
|
)
|
|||||
Employees’ taxes paid associated with restricted shares withheld upon vesting
|
(1,165
|
)
|
(1,166
|
)
|
|||||
Excess tax benefits from stock-based compensation
|
134
|
227
|
|||||||
Other
|
(14
|
)
|
—
|
||||||
Net cash provided by (used in) financing activities
|
70,015
|
(53,004
|
)
|
||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
1,302
|
(61,832
|
)
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
43,277
|
86,919
|
|||||||
Cash and Cash Equivalents at End of Period
|
$
|
44,579
|
|
$
|
25,087
|
||||
|
|||||||||
Supplemental Disclosure of Cash Paid (Refunded) During the Period for:
|
|||||||||
Interest
|
$
|
9,590
|
$
|
10,288
|
|||||
Income taxes
|
1,161
|
(132
|
)
|
||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2
.
|
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
|
Three Months Ended
|
||||||||
December 31,
|
||||||||
(Thousands)
|
2011
|
2010
|
||||||
Service cost – benefits earned during the period
|
$
|
2,312
|
$
|
2,388
|
||||
Interest cost on projected benefit obligation
|
4,871
|
4,705
|
||||||
Expected return on plan assets
|
(4,899
|
)
|
(4,712
|
)
|
||||
Amortization of prior service cost
|
148
|
160
|
||||||
Amortization of actuarial loss
|
2,277
|
2,557
|
||||||
Sub-total
|
4,709
|
5,098
|
||||||
Regulatory adjustment
|
(483
|
)
|
(3,533
|
)
|
||||
Net pension cost
|
$
|
4,226
|
$
|
1,565
|
Three Months Ended
|
||||||||
December 31,
|
||||||||
(Thousands)
|
2011
|
2010
|
||||||
Service cost – benefits earned during the period
|
$
|
2,015
|
$
|
1,919
|
||||
Interest cost on accumulated
|
||||||||
postretirement benefit obligation
|
1,380
|
1,211
|
||||||
Expected return on plan assets
|
(991
|
)
|
(911
|
)
|
||||
Amortization of transition obligation
|
34
|
34
|
||||||
Amortization of prior service credit
|
(518
|
)
|
(582
|
)
|
||||
Amortization of actuarial loss
|
1,065
|
1,110
|
||||||
Sub-total
|
2,985
|
2,781
|
||||||
Regulatory adjustment
|
(604
|
)
|
(871
|
)
|
||||
Net postretirement benefit cost
|
$
|
2,381
|
$
|
1,910
|
STOCK-BASED COMPENSATION
|
Weighted
|
|||||||||
Average
|
|||||||||
Shares/
|
Grant Date
|
||||||||
Units
|
Fair Value
|
||||||||
Nonvested at September 30, 2011
|
259,075
|
$
|
34.29
|
||||||
Granted (maximum shares that can be earned)
|
101,963
|
$
|
36.05
|
||||||
Vested
|
(48,429
|
)
|
$
|
48.70
|
|||||
Forfeited
|
(35,071
|
)
|
$
|
45.07
|
|||||
Nonvested at December 31, 2011
|
277,538
|
$
|
31.06
|
Weighted
|
|||||||||
Average
|
|||||||||
Shares/
|
Grant Date
|
||||||||
Units
|
Fair Value
|
||||||||
Nonvested at September 30, 2011
|
143,350
|
$
|
37.00
|
||||||
Granted
|
30,075
|
$
|
39.72
|
||||||
Vested
|
(39,700
|
)
|
$
|
42.43
|
|||||
Forfeited
|
—
|
$
|
—
|
||||||
Nonvested at December 31, 2011
|
133,725
|
$
|
36.00
|
Weighted
|
|||||||||||||||
Average
|
|||||||||||||||
Weighted
|
Remaining
|
Aggregate
|
|||||||||||||
Average
|
Contractual
|
Intrinsic
|
|||||||||||||
Stock
|
Exercise
|
Term
|
Value
|
||||||||||||
Options
|
Price
|
(Years)
|
($000)
|
||||||||||||
Outstanding at September 30, 2011
|
305,875
|
$
|
30.72
|
||||||||||||
Granted
|
—
|
$
|
—
|
||||||||||||
Exercised
|
(29,000
|
)
|
$
|
29.65
|
|||||||||||
Forfeited
|
—
|
$
|
—
|
||||||||||||
Expired
|
—
|
$
|
—
|
||||||||||||
Outstanding at December 31, 2011
|
276,875
|
$
|
30.84
|
3.1
|
$
|
2,667
|
|||||||||
Fully Vested and Expected to Vest
at December 31, 2011
|
276,875
|
$
|
30.84
|
3.1
|
$
|
2,667
|
|||||||||
Exercisable at December 31, 2011
|
276,875
|
$
|
30.84
|
3.1
|
$
|
2,667
|
Three Months Ended
|
|||||||||
December 31,
|
|||||||||
(Thousands)
|
2011
|
2010
|
|||||||
Total equity compensation cost
|
$
|
667
|
$
|
718
|
|||||
Compensation cost capitalized
|
(138
|
)
|
(154
|
)
|
|||||
Compensation cost recognized in net income
|
529
|
564
|
|||||||
Income tax benefit recognized in net income
|
(204
|
)
|
(218
|
)
|
|||||
Compensation cost recognized in net income, net of income tax
|
$
|
325
|
$
|
346
|
EARNINGS PER COMMON SHARE
|
Three Months Ended
|
||||||||
December 31,
|
||||||||
(Thousands, Except Per Share Amounts)
|
2011
|
2010
|
||||||
Basic EPS:
|
||||||||
Net Income
|
$
|
25,174
|
$
|
23,369
|
||||
Less: Income allocated to participating securities
|
155
|
201
|
||||||
Net Income Available to Common Shareholders
|
$
|
25,019
|
$
|
23,168
|
||||
Weighted Average Shares Outstanding
|
22,193
|
22,041
|
||||||
Earnings Per Share of Common Stock
|
$
|
1.13
|
$
|
1.05
|
||||
Diluted EPS:
|
||||||||
Net Income
|
$
|
25,174
|
$
|
23,369
|
||||
Less: Income allocated to participating securities
|
155
|
201
|
||||||
Net Income Available to Common Shareholders
|
$
|
25,019
|
$
|
23,168
|
||||
Weighted Average Shares Outstanding
|
22,193
|
22,041
|
||||||
Dilutive Effect of Stock Options
|
||||||||
and Restricted Stock
|
70
|
79
|
||||||
Weighted Average Diluted Shares
|
22,263
|
22,120
|
||||||
Earnings Per Share of Common Stock
|
$
|
1.12
|
$
|
1.05
|
||||
Outstanding Shares Excluded from the
|
||||||||
Calculation of Diluted EPS Attributable to:
|
||||||||
Restricted stock and stock units subject to
performance and/or market conditions
|
278
|
193
|
5
.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
(Thousands)
|
Carrying
Amount
|
Fair
Value
|
||||||
As of December 31, 2011
|
||||||||
Cash and cash equivalents
|
$
|
44,579
|
$
|
44,579
|
||||
Marketable securities
|
15,916
|
15,916
|
||||||
Derivative instrument assets
|
3,630
|
3,630
|
||||||
Derivative instrument liabilities
|
48
|
48
|
||||||
Short-term debt
|
113,000
|
113,000
|
||||||
Long-term debt, including current portion
|
364,372
|
449,968
|
||||||
As of September 30, 2011
|
||||||||
Cash and cash equivalents
|
$
|
43,277
|
$
|
43,277
|
||||
Marketable securities
|
14,833
|
14,833
|
||||||
Derivative instrument assets
|
8,988
|
8,988
|
||||||
Derivative instrument liabilities
|
54
|
54
|
||||||
Short-term debt
|
46,000
|
46,000
|
||||||
Long-term debt
|
364,357
|
443,739
|
||||||
As of December 31, 2010
|
||||||||
Cash and cash equivalents
|
$
|
25,087
|
$
|
25,087
|
||||
Marketable securities
|
13,652
|
13,652
|
||||||
Derivative instrument assets
|
15,415
|
15,415
|
||||||
Derivative instrument liabilities
|
35
|
35
|
||||||
Short-term debt
|
97,450
|
97,450
|
||||||
Long-term debt
|
364,313
|
393,705
|
6
.
|
FAIR VALUE MEASUREMENTS
|
(Thousands)
|
Quoted
Prices in
Active
Markets
(Level 1)
|
Significant
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Effects of Netting and Cash Margin Receivables
/Payables
|
Total
|
||||||||||||
As of December 31, 2011
|
|||||||||||||||||
Assets
|
|||||||||||||||||
U. S. Stock/Bond Mutual Funds
|
$
|
15,916
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
15,916
|
|||||||
NYMEX/ICE natural gas contracts
|
1,957
|
1,724
|
—
|
(2,180
|
)
|
1,501
|
|||||||||||
NYMEX gasoline and heating
|
|||||||||||||||||
oil contracts
|
31
|
—
|
—
|
(31
|
)
|
—
|
|||||||||||
Natural gas commodity contracts
|
—
|
2,111
|
117
|
(99
|
)
|
2,129
|
|||||||||||
Total
|
$
|
17,904
|
$
|
3,835
|
$
|
117
|
$
|
(2,310
|
)
|
$
|
19,546
|
||||||
Liabilities
|
|||||||||||||||||
NYMEX/ICE natural gas contracts
|
$
|
27,122
|
$
|
1,400
|
$
|
—
|
$
|
(28,522
|
)
|
$
|
—
|
||||||
Natural gas commodity contracts
|
—
|
67
|
80
|
(99
|
)
|
48
|
|||||||||||
Total
|
$
|
27,122
|
$
|
1,467
|
$
|
80
|
$
|
(28,621
|
)
|
$
|
48
|
||||||
As of September 30, 2011
|
|||||||||||||||||
Assets
|
|||||||||||||||||
U. S. Stock/Bond Mutual Funds
|
$
|
14,833
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
14,833
|
|||||||
NYMEX/ICE natural gas contracts
|
4,856
|
—
|
—
|
1,975
|
6,831
|
||||||||||||
NYMEX gasoline and heating
|
|||||||||||||||||
oil contracts
|
19
|
—
|
—
|
162
|
181
|
||||||||||||
Natural gas commodity contracts
|
—
|
2,018
|
66
|
(108
|
)
|
1,976
|
|||||||||||
Total
|
$
|
19,708
|
$
|
2,018
|
$
|
66
|
$
|
2,029
|
$
|
23,821
|
|||||||
Liabilities
|
|||||||||||||||||
NYMEX/ICE natural gas contracts
|
$
|
20,928
|
$
|
—
|
$
|
—
|
$
|
(20,928
|
)
|
$
|
—
|
||||||
NYMEX gasoline and heating
|
|||||||||||||||||
oil contracts
|
124
|
—
|
—
|
(124
|
)
|
—
|
|||||||||||
Natural gas commodity contracts
|
—
|
109
|
53
|
(108
|
)
|
54
|
|||||||||||
Total
|
$
|
21,052
|
$
|
109
|
$
|
53
|
$
|
(21,160
|
)
|
$
|
54
|
||||||
(Thousands)
|
Quoted
Prices in
Active
Markets
(Level 1)
|
Significant
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Effects of Netting and Cash Margin Receivables
/Payables
|
Total
|
||||||||||||
As of December 31, 2010
|
|||||||||||||||||
Assets
|
|||||||||||||||||
U. S. Stock/Bond Mutual Funds
|
$
|
13,652
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
13,652
|
|||||||
NYMEX/ICE natural gas contracts
|
3,506
|
—
|
—
|
11,201
|
14,707
|
||||||||||||
NYMEX gasoline and heating
|
|||||||||||||||||
oil contracts
|
182
|
—
|
—
|
315
|
497
|
||||||||||||
Natural gas commodity contracts
|
—
|
125
|
140
|
(54
|
)
|
211
|
|||||||||||
Total
|
$
|
17,340
|
$
|
125
|
$
|
140
|
$
|
11,462
|
$
|
29,067
|
|||||||
Liabilities
|
|||||||||||||||||
NYMEX/ICE natural gas contracts
|
$
|
35,753
|
$
|
—
|
$
|
—
|
$
|
(35,753
|
)
|
$
|
—
|
||||||
Natural gas commodity contracts
|
—
|
25
|
64
|
(54
|
)
|
35
|
|||||||||||
Total
|
$
|
35,753
|
$
|
25
|
$
|
64
|
$
|
(35,807
|
)
|
$
|
35
|
Three Months Ended
|
||||||||
December 31,
|
||||||||
(Thousands)
|
2011
|
2010
|
||||||
Beginning of period
|
$
|
13
|
$
|
23
|
||||
Settlements
|
34
|
29
|
||||||
Net gains (losses) related to derivatives still held
at end of period
|
(10
|
)
|
24
|
|||||
End of period
|
$
|
37
|
$
|
76
|
7
.
|
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|
Laclede Gas Company
|
Laclede Energy
Resources, Inc.
|
|||||||||||||
MMBtu
(millions)
|
Avg. Price
Per
MMBtu
|
MMBtu
(millions)
|
Avg. Price
Per
MMBtu
|
|||||||||||
Open short futures positions
|
||||||||||||||
Fiscal 2012
|
—
|
$
|
—
|
4.93
|
$
|
4.13
|
||||||||
Fiscal 2013
|
—
|
—
|
1.31
|
4.37
|
||||||||||
Open long futures positions
|
||||||||||||||
Fiscal 2012
|
15.41
|
$
|
4.42
|
2.82
|
$
|
4.62
|
||||||||
Fiscal 2013
|
14.34
|
4.56
|
0.76
|
4.41
|
||||||||||
Fiscal 2014
|
—
|
—
|
0.06
|
4.53
|
*
|
Gains and losses on Laclede Gas’ natural gas derivative instruments, which are not designated as hedging instruments for financial reporting purposes, are deferred pursuant to the Utility’s PGA Clause and initially recorded as regulatory assets or regulatory liabilities. These gains and losses are excluded from the table above because they have no direct impact on the Statements of Consolidated Income. Such amounts are recognized in the Statements of Consolidated Income as a component of Utility Natural and Propane Gas operating expenses when they are recovered through the PGA Clause and reflected in customer billings.
|
Fair Value of Derivative Instruments in the Consolidated Balance Sheet at December 31, 2010
|
|||||||||
Asset Derivatives
|
Liability Derivatives
|
||||||||
(Thousands)
|
Balance Sheet Location
|
Fair
Value
|
*
|
Balance Sheet Location
|
Fair
Value
|
*
|
|||
Derivatives designated as hedging instruments
|
|||||||||
NYMEX/ICE natural gas contracts
|
Derivative Instrument Assets
|
$
|
1,102
|
Derivative Instrument Assets
|
$
|
11,088
|
|||
Other Deferred Charges
|
21
|
Other Deferred Charges
|
1,240
|
||||||
NYMEX gasoline and heating oil contracts
|
Derivative Instrument Assets
|
169
|
Derivative Instrument Assets
|
—
|
|||||
Sub-total
|
1,292
|
12,328
|
|||||||
Derivatives not designated as hedging instruments
|
|||||||||
NYMEX/ICE natural gas contracts
|
Derivative Instrument Assets
|
2,289
|
Derivative Instrument Assets
|
23,180
|
|||||
Other Deferred Charges
|
94
|
Other Deferred Charges
|
245
|
||||||
Natural gas commodity contracts
|
Derivative Instrument Assets
|
201
|
Derivative Instrument Assets
|
4
|
|||||
Other Deferred Charges
|
14
|
Other Deferred Charges
|
—
|
||||||
Other Current Liabilities
|
50
|
Other Current Liabilities
|
85
|
||||||
NYMEX gasoline and heating oil contracts
|
Derivative Instrument Assets
|
13
|
Derivative Instrument Assets
|
—
|
|||||
Sub-total
|
2,661
|
23,514
|
|||||||
Total derivatives
|
$
|
3,953
|
$
|
35,842
|
*
|
The fair values of Asset Derivatives and Liability Derivatives exclude the fair value of cash margin receivables or payables with counterparties subject to netting arrangements. Fair value amounts of derivative contracts (including the fair value amounts of cash margin receivables and payables) for which there is a legal right to set off are presented net on the Consolidated Balance Sheets. As such, the gross balances presented in the table above are not indicative of the Company’s net economic exposure. Refer to
Note 6
, Fair Value Measurements, for information on the valuation of derivative instruments.
|
8
.
|
CONCENTRATIONS OF CREDIT RISK
|
9
.
|
OTHER INCOME AND (INCOME DEDUCTIONS) – NET
|
Three Months Ended
|
||||||||
December 31,
|
||||||||
(Thousands)
|
2011
|
2010
|
||||||
Interest income
|
$
|
348
|
$
|
448
|
||||
Net investment gain
|
1,030
|
737
|
||||||
Other income
|
—
|
13
|
||||||
Other income deductions
|
561
|
647
|
||||||
Other Income and (Income Deductions) – Net
|
$
|
1,939
|
$
|
1,845
|
10
.
|
INFORMATION BY OPERATING SEGMENT
|
Non-
|
||||||||||||||||
Regulated
|
Regulated
|
|||||||||||||||
Gas
|
Gas
|
|||||||||||||||
(Thousands)
|
Distribution
|
Marketing
|
Other
|
Eliminations
|
Consolidated
|
|||||||||||
Three Months Ended
|
||||||||||||||||
December 31, 2011
|
||||||||||||||||
Revenues from external
|
||||||||||||||||
customers
|
$
|
250,899
|
$
|
151,977
|
$
|
1,163
|
$
|
—
|
$
|
404,039
|
||||||
Intersegment revenues
|
3
|
6,611
|
260
|
—
|
6,874
|
|||||||||||
Total Operating Revenues
|
250,902
|
158,588
|
1,423
|
—
|
410,913
|
|||||||||||
Net Economic Earnings
|
21,079
|
3,439
|
375
|
—
|
24,893
|
|||||||||||
Total assets
|
1,753,859
|
167,879
|
137,768
|
(185,176
|
)
|
1,874,330
|
||||||||||
Three Months Ended
|
||||||||||||||||
December 31, 2010
|
||||||||||||||||
Revenues from external
|
||||||||||||||||
customers
|
$
|
276,505
|
$
|
157,701
|
$
|
91
|
$
|
—
|
$
|
434,297
|
||||||
Intersegment revenues
|
938
|
8,707
|
260
|
—
|
9,905
|
|||||||||||
Total Operating Revenues
|
277,443
|
166,408
|
351
|
—
|
444,202
|
|||||||||||
Net Economic Earnings
|
21,434
|
1,946
|
8
|
—
|
23,388
|
|||||||||||
Total assets
|
1,734,389
|
166,394
|
121,235
|
(177,791
|
)
|
1,844,227
|
Reconciliation of Consolidated Net Economic Earnings to Consolidated Net Income
|
||||||||
Three Months Ended
|
||||||||
December 31,
|
||||||||
(Thousands)
|
2011
|
2010
|
||||||
Total Net Economic Earnings above
|
$
|
24,893
|
$
|
23,388
|
||||
Add: Unrealized gain (loss) on energy-related
|
||||||||
derivative contracts, net of tax
|
281
|
(19
|
)
|
|||||
Net Income
|
$
|
25,174
|
$
|
23,369
|
COMMITMENTS AND CONTINGENCIES
|
•
|
weather conditions and catastrophic events, particularly severe weather in the natural gas producing areas of the country;
|
|
•
|
volatility in gas prices, particularly sudden and sustained changes in natural gas prices, including the related impact on margin deposits associated with the use of natural gas derivative instruments;
|
|
•
|
the impact of changes and volatility in natural gas prices on our competitive position in relation to suppliers of alternative heating sources, such as electricity;
|
|
•
|
changes in gas supply and pipeline availability, including decisions by natural gas producers to reduce production or shut in producing natural gas wells as well as other changes that impact supply for and access to the markets in which our subsidiaries transact business;
|
|
•
|
legislative, regulatory and judicial mandates and decisions, some of which may be retroactive, including those affecting
|
|
•
|
allowed rates of return
|
|
•
|
incentive regulation
|
|
•
|
industry structure
|
|
•
|
purchased gas adjustment provisions
|
|
•
|
rate design structure and implementation
|
|
•
|
regulatory assets
|
|
•
|
non-regulated and affiliate transactions
|
|
•
|
franchise renewals
|
|
•
|
environmental or safety matters, including the potential impact of legislative and regulatory actions related to climate change and pipeline safety
|
|
•
|
taxes
|
|
•
|
pension and other postretirement benefit liabilities and funding obligations
|
|
•
|
accounting standards, including the effect of potential changes relative to adoption of or convergence with international accounting standards;
|
|
•
|
the results of litigation;
|
|
•
|
retention of, ability to attract, ability to collect from, and conservation efforts of, customers;
|
|
•
|
capital and energy commodity market conditions, including the ability to obtain funds with reasonable terms for necessary capital expenditures and general operations and the terms and conditions imposed for obtaining sufficient gas supply;
|
|
•
|
discovery of material weakness in internal controls; and
|
|
•
|
employee workforce issues.
|
•
|
the Utility’s ability to recover the costs of purchasing and distributing natural gas from its customers;
|
•
|
the impact of weather and other factors, such as customer conservation, on revenues and expenses;
|
•
|
changes in the regulatory environment at the federal, state, and local levels, as well as decisions by regulators, that impact the Utility’s ability to earn its authorized rate of return;
|
•
|
the Utility’s ability to access credit markets and maintain working capital sufficient to meet operating requirements; and,
|
•
|
the effect of natural gas price volatility on the business.
|
•
|
the risks of competition;
|
•
|
regional and seasonal fluctuations in natural gas prices;
|
•
|
new national pipeline infrastructure projects;
|
•
|
the ability to procure firm transportation and storage services at reasonable rates;
|
•
|
credit and/or capital market access;
|
•
|
counterparty risks;
|
•
|
the effect of natural gas price volatility on the business; and,
|
•
|
pursuing additional growth.
|
Further information regarding how management seeks to manage these key variables is discussed below.
|
•
|
Net unrealized gains and losses on energy-related derivatives that are required by GAAP fair value accounting associated with current changes in the fair value of financial and physical transactions prior to their completion and settlement. These unrealized gains and losses result primarily from two sources:
|
|
1)
|
changes in the fair values of physical and/or financial derivatives prior to the period of settlement; and,
|
|
2)
|
ineffective portions of accounting hedges, required to be recorded in earnings prior to settlement, due to differences in commodity price changes between the locations of the forecasted physical purchase or sale transactions and the locations of the underlying hedge instruments;
|
|
•
|
Lower of cost or market adjustments to the carrying value of commodity inventories resulting when the market price of the commodity falls below its original cost, to the extent that those commodities are economically hedged; and,
|
|
•
|
Realized gains and losses resulting from the settlement of economic hedges prior to the sale of the physical commodity.
|
(Millions)
|
||||
Lower system sales volumes and other variations
|
$
|
(29.7
|
)
|
|
Higher off-system sales volumes (reflecting more favorable market conditions as described in greater
detail in the Results of Operations)
|
17.7
|
|||
Lower wholesale gas costs passed on to Utility customers (subject to prudence review by the MoPSC)
|
(10.0
|
)
|
||
Lower prices charged for off-system sales
|
(5.7
|
)
|
||
Higher ISRS revenues
|
1.2
|
|||
Total Variation
|
$
|
(26.5
|
)
|
•
|
Accounts receivable and allowance for doubtful accounts
|
|
•
|
Employee benefits and postretirement obligations
|
|
•
|
Regulated operations
|
|
•
|
Non-regulated gas marketing energy contracts
|
Laclede Gas Commercial Paper Borrowings
|
|
Three Months Ended December 31, 2011
|
|
Weighted average borrowings outstanding
|
$81.2 million
|
Weighted average interest rate
|
0.3%
|
Range of borrowings outstanding
|
$40.0 – $133.5 million
|
As of December 31, 2011
|
|
Borrowings outstanding at end of period
|
$113.0 million
|
Weighted average interest rate
|
0.3%
|
Payments due by period
|
||||||||||||||||
Remaining
|
Fiscal Years
|
|||||||||||||||
Contractual Obligations
|
Total
|
Fiscal Year
2012
|
Fiscal Years
2013-2014
|
Fiscal Years
2015-2016
|
2017 and
thereafter
|
|||||||||||
Principal Payments on Long-Term Debt
|
$
|
365.0
|
$
|
—
|
$
|
25.0
|
$
|
—
|
$
|
340.0
|
||||||
Interest Payments on Long-Term Debt
|
452.1
|
13.9
|
43.5
|
42.7
|
352.0
|
|||||||||||
Capital Leases (a)
|
0.3
|
0.1
|
0.1
|
0.1
|
—
|
|||||||||||
Operating Leases (a)
|
10.5
|
3.4
|
6.3
|
0.8
|
—
|
|||||||||||
Purchase Obligations – Natural Gas (b)
|
496.4
|
318.4
|
155.2
|
15.4
|
7.4
|
|||||||||||
Purchase Obligations – Other (c)
|
92.0
|
28.4
|
23.3
|
18.4
|
21.9
|
|||||||||||
Total (d)
|
$
|
1,416.3
|
$
|
364.2
|
$
|
253.4
|
$
|
77.4
|
$
|
721.3
|
(a)
|
Lease obligations are primarily for office space, office equipment, vehicles, and power operated equipment in the Regulated Gas Distribution segment. Additional payments will be incurred if renewal options are exercised under the provisions of certain agreements.
|
(b)
|
These purchase obligations represent the minimum payments required under existing natural gas transportation and storage contracts and natural gas supply agreements in the Regulated Gas Distribution and Non-Regulated Gas Marketing segments. These amounts reflect fixed obligations as well as obligations to purchase natural gas at future market prices, calculated using December 31, 2011 forward market prices. Laclede Gas recovers the costs related to its purchases, transportation, and storage of natural gas through the operation of its PGA Clause, subject to prudence review by the MoPSC; however, variations in the timing of collections of gas costs from customers affect short-term cash requirements. Additional contractual commitments are generally entered into prior to or during the heating season.
|
(c)
|
These purchase obligations primarily reflect miscellaneous agreements for the purchase of materials and the procurement of services necessary for normal operations.
|
(d)
|
The category of Other Long-Term Liabilities has been excluded from the table above because there are no material amounts of contractual obligations under this category. Long-term liabilities associated with unrecognized tax benefits, totaling $5.7 million, have been excluded from the table above because the timing of future cash outflows, if any, cannot be reasonably estimated. Also, commitments related to pension and postretirement benefit plans have been excluded from the table above. At this writing, the Company expects to make contributions to its qualified, trusteed pension plans of at least $15.7 million during the remaining nine months of fiscal year 2012. Laclede Gas anticipates a $6.6 million contribution relative to its non-qualified pension plans during the remaining nine months of fiscal year 2012. With regard to the postretirement benefits, the Company anticipates Laclede Gas will contribute $11.9 million to the qualified trusts and $0.3 million directly to participants from Laclede Gas’ funds during the remaining nine months of fiscal year 2012. For further discussion of the Company’s pension and postretirement benefit plans, refer to
Note 2
, Pension Plans and Other Postretirement Benefits, of the Notes to Consolidated Financial Statements.
|
(Thousands)
|
Derivative
Fair
Values
|
Cash
Margin
|
Derivatives
and Cash
Margin
|
|||||||
Net balance of derivative assets at September 30, 2011
|
$
|
209
|
$
|
1,100
|
$
|
1,309
|
||||
Changes in fair value
|
2,981
|
—
|
2,981
|
|||||||
Settlements
|
(1,689
|
)
|
—
|
(1,689
|
)
|
|||||
Changes in cash margin
|
—
|
(851
|
)
|
(851
|
)
|
|||||
Net balance of derivative assets at December 31, 2011
|
$
|
1,501
|
$
|
249
|
$
|
1,750
|
At December 31, 2011
|
|||||||||||||
Maturity by Fiscal Year
|
|||||||||||||
(Thousands)
|
Total
|
2012
|
2013
|
2014
|
|||||||||
Fair values of exchange-traded/cleared natural gas derivatives - net
|
$
|
1,501
|
$
|
1,390
|
$
|
130
|
$
|
(19
|
)
|
||||
MMBtu – net long (short) futures/swap positions
|
(2,600
|
)
|
(2,110
|
)
|
(553
|
)
|
63
|
(Thousands)
|
||||
Net balance of derivative assets at September 30, 2011
|
$
|
1,923
|
||
Changes in fair value
|
(80
|
)
|
||
Settlements
|
238
|
|||
Net balance of derivative assets at December 31, 2011
|
$
|
2,081
|
Period
|
Total No. of
Shares Purchased
|
Average Price Paid
Per Share
|
Total No. of Shares
Purchased as Part of
Publicly Announced
Plans
|
Maximum No. of
Shares that May
Yet be Purchased
Under the Plans
|
October 1, 2011 –
October 31, 2011
|
—
|
—
|
—
|
—
|
November 1, 2011 –
November 30, 2011
|
22,790
|
$40.03
|
—
|
—
|
December 1, 2011 –
December 31, 2011
|
6,367
|
$39.72
|
—
|
—
|
Total
|
29,157
|
—
|
—
|
—
|
(a)
|
See
Exhibit Index
|
The Laclede Group, Inc.
|
|||||
Dated:
|
January 27, 2012
|
By:
|
/s/ Mark D. Waltermire
|
||
Mark D. Waltermire
|
|||||
Chief Financial Officer
|
|||||
(Authorized Signatory and Chief Financial Officer)
|
|
1.
|
Performance Contingent Stock Unit Award
. Subject to the potential reduction as set forth in Section 5, and further subject to the other terms and conditions of this Agreement, the Units will become non-forfeitable (“Vested”) on __________ , 20__ (Vesting Date), provided that (i) the Compensation Committee of the Company’s Board of Directors (“Committee”) has certified that the Company has achieved Dividend Related Earnings (as defined in Appendix A) for the performance period from October 1, 20__ through September 30, 20__ (“Performance Period”) and (ii) the Participant is continuously employed by the Company until the Vesting Date.
|
|
(a)
|
Dividend Equivalents
. Any cash dividends declared before the Vesting Date on the shares of common stock underlying the Units (“Shares”) shall not be paid currently but shall be accumulated during the Performance Period for such Units (“Dividend Equivalents”) and become payable, if at all, on the Vesting Date. If all or a portion of the Units and shares of common stock underlying such Units are forfeited, the Dividend Equivalents relating to such forfeited Units and Shares shall also be forfeited. Dividend Equivalents shall be paid as provided below in Section 5 and shall not accrue any earnings or interest during the Performance Period.
|
|
2.
|
Award Date
. The Award Date of the Units awarded under this Agreement is ___________ , 20 __.
|
|
3.
|
Incorporation of Plan
. All terms, conditions and restrictions of the Plan are incorporated herein and made a part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Administrator, shall govern. All capitalized terms used herein, but not otherwise defined, shall have the meaning given to such terms in the Plan.
|
|
4.
|
Restrictions and Conditions
. Except as otherwise provided in this Agreement, Participant shall forfeit any and all right to the Units and related Dividend Equivalents if the Participant is terminated with or without cause or the Participant voluntarily terminates employment with the Company and its subsidiaries prior to the Vesting Date.
|
|
5.
|
Lapse of Restrictions
. The Participant accepts the award under this Agreement (“Award”) and agrees that the restrictions relative to such Award shall lapse only following the conclusion of the Performance Period and only to the extent that there are Dividend Related Earnings certified by the Committee. If there are no Dividend Related Earnings, the Units and related Dividend Equivalents shall be forfeited.
|
|
(A)
|
In the event of a Change in Control, two-thirds of the Units and related Dividend Equivalents shall be deemed earned and prorated based on the number of months in the Performance Period to the date of the Change in Control, and the shares relative to such Units shall be issued and related Dividend Equivalents payable within 30 days following such Change in Control
if
:
|
|
(B)
|
If a Participant leaves the employment of the Company and its subsidiaries due to death, disability or retirement (including early retirement and disability retirement) prior to the end of the Performance Period, the Participant will be eligible to earn a prorated Award (including Dividend Equivalents), as the Administrator in its sole discretion may determine, based on the number of full months as a Participant during the Performance Period and will be eligible to receive the Shares (and related Dividend Equivalents) to the extent certified by the Committee as provided in Section 5 above.
|
|
6.
|
How Dividend Equivalents Held
.
Dividend Equivalents are intended to constitute an "unfunded" obligation of the Company and nothing in the Plan or this Agreement shall give the Participant any rights that are greater than those of a general unsecured creditor of the Company. All amounts accumulated on the Participants's behalf under this Agreement shall continue for all purposes to be part of the general assets of the Company Shares underlying the Units, when earned, shall be issued and delivered as provided in Section 5.
|
|
7.
|
Units Non-Transferable
. The Units (and any related Dividend Equivalents) shall not be transferable by Participant and may not be sold, assigned, disposed of, or pledged or hypothecated as collateral for a loan or as security for performance of any obligation or for any other purpose until after Shares underlying the Units have been issued and delivered to the Participant.
|
|
8.
|
No Right to Continued Employment
. Nothing in this Agreement shall confer on the Participant any right to continuance of employment by the Company or a subsidiary, nor shall it interfere in any way with the right of Participant’s employer to terminate Participant’s employment at any time.
|
|
9.
|
Tax Withholding and Tax Election
. The Company shall not be obligated to deliver any Shares underlying the Units until Participant pays to the Company in cash, or any other form of property acceptable to the Company, the amount required to be withheld for any federal, state or local income, FICA or other taxes of any kind with respect to such shares. The Participant may, by notice to the Company, elect to have such withholding satisfied by a reduction of the number of whole Shares otherwise so deliverable, such reduction to be calculated based on the Fair Market Value of the Shares on the Vesting Date. The value of Shares withheld will not exceed the minimum amount of tax required to be withheld by law. The Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct such taxes, from any payment of any kind otherwise due to Participant. Dividend Equivalents that become payable as provided in this Agreement shall be subject to tax withholdings in accordance with tax laws then in effect.
|
|
10.
|
Confidential Information and Restrictions on Soliciting Employees.
Notwithstanding any provision of this Agreement to the contrary, the Participant shall pay to the Company the Fair Market Value of the Shares underlying the Units that vest and are issued to Participant under this Agreement if, during the period beginning on the date hereof and ending 18 months following the date the Participant’s employment with the Company and its subsidiaries terminates (provided that such termination is other than a Change in Control Termination), the Participant: (1) discloses Confidential Information, as defined below, to any person not employed by the Company or any of its subsidiaries or not engaged to render services to the Company or any of its subsidiaries; or (2) Solicits Employees, as defined below. Fair Market Value shall be calculated on the date of the first violation of this Section 10.
|
|
11.
|
Integration.
This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof, contains the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter and may only be amended by mutual written consent of the parties.
|
|
12.
|
Governing Law
. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Missouri, without regard to the provisions governing conflict of laws.
|
|
13.
|
Compliance with Laws and Regulations
.
The obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.
|
|
14.
|
Participant Acknowledgment
. By accepting the award under this Agreement, the Participant acknowledges receipt of a copy of the Plan, and acknowledges that all decisions, determinations and interpretations of the Administrator in respect of the Plan and this Agreement shall be final and conclusive.
|
The Laclede Group, Inc.
|
|
By:
|
|
Title:
|
|
[Participant]
|
Threshold
|
Target
|
High Performance
|
|
Level of Performance
|
$_.__share
|
$_.__/share
|
$_.__/share
|
Units earned
|
[1/3 of Units times __%]
|
[2/3 of Units times __%]
|
[Units times __%]
|
o
|
If performance on each of the Performance Metrics is below threshold, then no Units shall vest, and all Units and related Dividend Equivalents shall be forfeited.
|
o
|
If performance on one or more of the Performance Metrics is achieved at or above Threshold, the number of Units that vest (and the amount of Dividend Equivalents that shall be payable) will equal the aggregate of Units earned under each Performance Metric.
|
o
|
If performance on one or more of the Performance Metrics has been achieved between the Threshold and Target or Target and High Performance levels of performance, the Administrator shall interpolate for performance between the applicable levels and shall determine the number of Units that shall vest (and the amount of Dividend Equivalents that shall be payable).
|
THE LACLEDE GROUP, INC. AND SUBSIDIARY COMPANIES
|
SCHEDULE OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
|
Twelve Months Ended
|
||||||||||||||||||||
Dec. 31,
|
September 30,
|
|||||||||||||||||||
(Thousands of Dollars)
|
2011
|
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||||||
Income from continuing
operations before interest
|
||||||||||||||||||||
charges and income taxes
|
$
|
120,872
|
$
|
118,424
|
$
|
107,986
|
$
|
126,517
|
$
|
113,228
|
$
|
101,867
|
||||||||
Add: One third of applicable
|
||||||||||||||||||||
rentals charged to operating
|
||||||||||||||||||||
expense (which approximates
|
||||||||||||||||||||
the interest factor)
|
1,749
|
1,799
|
1,825
|
1,833
|
1,691
|
1,485
|
||||||||||||||
Total Earnings
|
$
|
122,621
|
$
|
120,223
|
$
|
109,811
|
$
|
128,350
|
$
|
114,919
|
$
|
103,352
|
||||||||
Interest on long-term debt –
|
||||||||||||||||||||
Laclede Gas
|
$
|
22,957
|
$
|
23,161
|
$
|
24,583
|
$
|
24,583
|
$
|
19,851
|
$
|
22,502
|
||||||||
Other interest
|
2,087
|
2,256
|
2,269
|
5,163
|
9,626
|
11,432
|
||||||||||||||
Add: One third of applicable
|
||||||||||||||||||||
rentals charged to operating
|
||||||||||||||||||||
expense (which approximates
|
||||||||||||||||||||
the interest factor)
|
1,749
|
1,799
|
1,825
|
1,833
|
1,691
|
1,485
|
||||||||||||||
Total Fixed Charges
|
$
|
26,793
|
$
|
27,216
|
$
|
28,677
|
$
|
31,579
|
$
|
31,168
|
$
|
35,419
|
||||||||
Ratio of Earnings to Fixed
|
||||||||||||||||||||
Charges
|
4.58
|
4.42
|
3.83
|
4.06
|
3.69
|
2.92
|
||||||||||||||
1.
|
I have reviewed this quarterly report on Form 10-Q of The Laclede Group, Inc.;
|
||
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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
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(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
||
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.
|
Date:
|
January 27, 2012
|
Signature:
|
/s/ Douglas H. Yaeger
|
||
Douglas H. Yaeger
|
|||||
Chairman of the Board
|
|||||
and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Laclede Group, Inc.;
|
||
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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
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(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
||
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.
|
Date:
|
January 27, 2012
|
Signature:
|
/s/ Mark D. Waltermire
|
||
Mark D. Waltermire
|
|||||
Chief Financial Officer
|
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Douglas H. Yaeger, Chairman of the Board and Chief Executive Officer of The Laclede Group, Inc., hereby certify that
|
|||
(a)
|
To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended December 31, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|
||
(b)
|
To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended December 31, 2011 fairly presents, in all material respects, the financial condition and results of operations of The Laclede Group, Inc.
|
Date:
|
January 27, 2012
|
/s/ Douglas H. Yaeger
|
|||
Douglas H. Yaeger
|
|||||
Chairman of the Board
|
|||||
and Chief Executive Officer
|
|||||
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Mark D. Waltermire, Chief Financial Officer of The Laclede Group, Inc., hereby certify that
|
|||
(a)
|
To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended December 31, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
|
||
(b)
|
To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended December 31, 2011 fairly presents, in all material respects, the financial condition and results of operations of The Laclede Group, Inc.
|
Date:
|
January 27, 2012
|
/s/ Mark D. Waltermire
|
|||
Mark D. Waltermire
|
|||||
Chief Financial Officer
|
|||||