Annual Reports

 
Quarterly Reports

  • 10-Q (Aug 2, 2017)
  • 10-Q (May 4, 2017)
  • 10-Q (Feb 7, 2017)
  • 10-Q (Aug 3, 2016)
  • 10-Q (May 4, 2016)
  • 10-Q (Feb 2, 2016)

 
8-K

 
Other

Atmos Energy 10-Q 2016

Documents found in this filing:

  1. 10-Q
  2. Ex-12
  3. Ex-15
  4. Ex-31
  5. Ex-32
  6. Ex-32
10-Q


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                    
Commission File Number 1-10042
Atmos Energy Corporation
(Exact name of registrant as specified in its charter)
 
Texas and Virginia
 
75-1743247
(State or other jurisdiction of
incorporation or organization)
 
(IRS employer
identification no.)
 
 
Three Lincoln Centre, Suite 1800
5430 LBJ Freeway, Dallas, Texas
 
75240
(Zip code)
(Address of principal executive offices)
 
 
(972) 934-9227
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer  þ
  
Accelerated Filer  ¨
  
Non-Accelerated Filer  ¨
  
Smaller Reporting Company  ¨
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  þ
Number of shares outstanding of each of the issuer’s classes of common stock, as of April 29, 2016.
Class
  
Shares Outstanding
No Par Value
  
102,233,265




GLOSSARY OF KEY TERMS
 
 
 
AEC
Atmos Energy Corporation
AEH
Atmos Energy Holdings, Inc.
AEM
Atmos Energy Marketing, LLC
AOCI
Accumulated other comprehensive income
Bcf
Billion cubic feet
FASB
Financial Accounting Standards Board
Fitch
Fitch Ratings, Ltd.
GAAP
Generally Accepted Accounting Principles
GRIP
Gas Reliability Infrastructure Program
Mcf
Thousand cubic feet
MMcf
Million cubic feet
Moody’s
Moody’s Investors Services, Inc.
NYMEX
New York Mercantile Exchange, Inc.
PPA
Pension Protection Act of 2006
PRP
Pipeline Replacement Program
RRC
Railroad Commission of Texas
RRM
Rate Review Mechanism
S&P
Standard & Poor’s Corporation
SEC
United States Securities and Exchange Commission
WNA
Weather Normalization Adjustment

2



PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
March 31,
2016
 
September 30,
2015
 
(Unaudited)
 
 
 
(In thousands, except
share data)
ASSETS
 
 
 
Property, plant and equipment
$
9,722,228

 
$
9,240,100

Less accumulated depreciation and amortization
1,882,815

 
1,809,520

Net property, plant and equipment
7,839,413

 
7,430,580

Current assets
 
 
 
Cash and cash equivalents
47,918

 
28,653

Accounts receivable, net
361,582

 
295,160

Gas stored underground
190,961

 
236,603

Other current assets
52,451

 
65,890

Total current assets
652,912

 
626,306

Goodwill
742,702

 
742,702

Deferred charges and other assets
308,899

 
293,357

 
$
9,543,926

 
$
9,092,945

CAPITALIZATION AND LIABILITIES
 
 
 
Shareholders’ equity
 
 
 
Common stock, no par value (stated at $.005 per share); 200,000,000 shares authorized; issued and outstanding: March 31, 2016 — 102,209,505 shares; September 30, 2015 — 101,478,818 shares
$
511

 
$
507

Additional paid-in capital
2,255,875

 
2,230,591

Accumulated other comprehensive loss
(157,239
)
 
(109,330
)
Retained earnings
1,245,418

 
1,073,029

Shareholders’ equity
3,344,565

 
3,194,797

Long-term debt
2,455,559

 
2,455,388

Total capitalization
5,800,124

 
5,650,185

Current liabilities
 
 
 
Accounts payable and accrued liabilities
226,641

 
238,942

Other current liabilities
373,783

 
457,954

Short-term debt
626,929

 
457,927

Total current liabilities
1,227,353

 
1,154,823

Deferred income taxes
1,557,790

 
1,411,315

Regulatory cost of removal obligation
426,756

 
427,553

Pension and postretirement liabilities
294,377

 
287,373

Deferred credits and other liabilities
237,526

 
161,696

 
$
9,543,926

 
$
9,092,945

See accompanying notes to condensed consolidated financial statements.

3



ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 
 
Three Months Ended 
 March 31
 
2016
 
2015
 
(Unaudited)
(In thousands, except per
share data)
Operating revenues
 
 
 
Regulated distribution segment
$
849,685

 
$
1,130,613

Regulated pipeline segment
95,703

 
91,730

Nonregulated segment
287,395

 
438,322

Intersegment eliminations
(100,490
)
 
(120,597
)
 
1,132,293

 
1,540,068

Purchased gas cost
 
 
 
Regulated distribution segment
440,543

 
724,378

Regulated pipeline segment

 

Nonregulated segment
274,296

 
415,416

Intersegment eliminations
(100,357
)
 
(120,464
)
 
614,482

 
1,019,330

Gross profit
517,811

 
520,738

Operating expenses
 
 
 
Operation and maintenance
133,666

 
133,460

Depreciation and amortization
71,972

 
68,022

Taxes, other than income
62,157

 
69,046

Total operating expenses
267,795

 
270,528

Operating income
250,016

 
250,210

Miscellaneous expense
(685
)
 
(1,561
)
Interest charges
27,560

 
27,447

Income before income taxes
221,771

 
221,202

Income tax expense
79,961

 
83,518

Net income
$
141,810

 
$
137,684

Basic and diluted net income per share
$
1.38

 
$
1.35

Cash dividends per share
$
0.42

 
$
0.39

Basic and diluted weighted average shares outstanding
102,946

 
101,746

See accompanying notes to condensed consolidated financial statements.







 










4



ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 
Six Months Ended 
 March 31
 
2016
 
2015
 
(Unaudited)
(In thousands, except per
share data)
Operating revenues
 
 
 
Regulated distribution segment
$
1,488,287

 
$
1,977,385

Regulated pipeline segment
190,380

 
175,297

Nonregulated segment
559,919

 
900,610

Intersegment eliminations
(200,072
)
 
(254,459
)
 
2,038,514

 
2,798,833

Purchased gas cost
 
 
 
Regulated distribution segment
745,684

 
1,247,338

Regulated pipeline segment

 

Nonregulated segment
531,062

 
861,665

Intersegment eliminations
(199,806
)
 
(254,193
)
 
1,076,940

 
1,854,810

Gross profit
961,574

 
944,023

Operating expenses
 
 
 
Operation and maintenance
258,514

 
252,042

Depreciation and amortization
143,211

 
135,615

Taxes, other than income
113,628

 
118,431

Total operating expenses
515,353

 
506,088

Operating income
446,221

 
437,935

Miscellaneous expense
(1,894
)
 
(3,268
)
Interest charges
58,043

 
57,211

Income before income taxes
386,284

 
377,456

Income tax expense
141,613

 
142,177

Net income
$
244,671

 
$
235,279

Basic and diluted net income per share
$
2.38

 
$
2.31

Cash dividends per share
$
0.84

 
$
0.78

Basic and diluted weighted average shares outstanding
102,837

 
101,667

See accompanying notes to condensed consolidated financial statements.


5




ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Three Months Ended 
 March 31
 
Six Months Ended 
 March 31
 
2016
 
2015
 
2016
 
2015
 
(Unaudited)
(In thousands)
Net income
$
141,810

 
$
137,684

 
$
244,671

 
$
235,279

Other comprehensive income (loss), net of tax
 
 
 
 
 
 
 
Net unrealized holding gains (losses) on available-for-sale securities, net of tax of $(505), $484, $(947) and $(129)
(879
)
 
962

 
(1,647
)
 
(105
)
Cash flow hedges:
 
 
 
 
 
 
 
Amortization and unrealized loss on interest rate agreements, net of tax of $(30,819), $(18,778), $(28,070) and $(48,546)
(53,618
)
 
(32,669
)
 
(48,835
)
 
(84,456
)
Net unrealized gains (losses) on commodity cash flow hedges, net of tax of $140, $(1,395), $1,645 and $(20,091)
220

 
(2,182
)
 
2,573

 
(31,134
)
Total other comprehensive loss
(54,277
)
 
(33,889
)
 
(47,909
)
 
(115,695
)
Total comprehensive income
$
87,533

 
$
103,795

 
$
196,762

 
$
119,584


See accompanying notes to condensed consolidated financial statements.

6



ATMOS ENERGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Six Months Ended 
 March 31
 
2016
 
2015
 
(Unaudited)
(In thousands)
Cash Flows From Operating Activities
 
 
 
Net income
$
244,671

 
$
235,279

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization:
 
 
 
Charged to depreciation and amortization
143,211

 
135,615

Charged to other accounts
645

 
566

Deferred income taxes
132,456

 
131,292

Other
10,355

 
10,332

Net assets / liabilities from risk management activities
9,528

 
(29,091
)
Net change in operating assets and liabilities
(85,090
)
 
56,855

Net cash provided by operating activities
455,776

 
540,848

Cash Flows From Investing Activities
 
 
 
Capital expenditures
(538,233
)
 
(441,644
)
Other, net
1,888

 
(1,346
)
Net cash used in investing activities
(536,345
)
 
(442,990
)
Cash Flows From Financing Activities
 
 
 
Net increase in short-term debt
169,002

 
21,839

Net proceeds from issuance of long-term debt

 
493,538

Settlement of interest rate agreements

 
13,364

Repayment of long-term debt

 
(500,000
)
Cash dividends paid
(86,809
)
 
(78,074
)
Repurchase of equity awards

 
(7,985
)
Issuance of common stock
17,641

 
12,727

Net cash provided by (used in) financing activities
99,834

 
(44,591
)
Net increase in cash and cash equivalents
19,265

 
53,267

Cash and cash equivalents at beginning of period
28,653

 
42,258

Cash and cash equivalents at end of period
$
47,918

 
$
95,525


See accompanying notes to condensed consolidated financial statements.

7



ATMOS ENERGY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2016
1.    Nature of Business
Atmos Energy Corporation (“Atmos Energy” or the “Company”) and our subsidiaries are engaged primarily in the regulated natural gas distribution and pipeline businesses as well as other nonregulated natural gas businesses. Historically, our regulated businesses have generated over 90 percent of our consolidated net income.
Through our regulated distribution business, we deliver natural gas through sales and transportation arrangements to approximately three million residential, commercial, public authority and industrial customers through our six regulated distribution divisions, which at March 31, 2016, covered service areas located in eight states. In addition, we transport natural gas for others through our distribution system. Our regulated businesses also include our regulated pipeline and storage operations, which include the transportation of natural gas to our North Texas distribution system and the management of our underground storage facilities. Our regulated businesses are subject to federal and state regulation and/or regulation by local authorities in each of the states in which our regulated distribution divisions operate.
Our nonregulated businesses operate primarily in the Midwest and Southeast through various wholly-owned subsidiaries of Atmos Energy Holdings, Inc. (AEH). AEH is wholly owned by the Company and based in Houston, Texas. Through AEH, we provide natural gas management and transportation services to municipalities, natural gas distribution companies, including certain divisions of Atmos Energy, and third parties.

2.    Unaudited Financial Information
These consolidated interim-period financial statements have been prepared in accordance with accounting principles generally accepted in the United States on the same basis as those used for the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015. In the opinion of management, all material adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been made to the unaudited consolidated interim-period financial statements. These consolidated interim-period financial statements are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of Atmos Energy Corporation included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015. Because of seasonal and other factors, the results of operations for the six-month period ended March 31, 2016 are not indicative of our results of operations for the full 2016 fiscal year, which ends September 30, 2016.
No events have occurred subsequent to the balance sheet date that would require recognition or disclosure in the condensed consolidated financial statements.

Significant accounting policies
Our accounting policies are described in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015.
Certain prior-year amounts have been reclassified to conform with the current year presentation.
During the second quarter of fiscal 2016, we completed our annual goodwill impairment assessment. Based on the assessment performed, we determined that our goodwill was not impaired.
In May 2014, the Financial Accounting Standards Board (FASB) issued a comprehensive new revenue recognition standard that will supersede virtually all existing revenue recognition guidance under generally accepted accounting principles in the United States. Under the new standard, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. The new standard is currently scheduled to become effective for us beginning on October 1, 2018 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the effect on our financial position, results of operations and cash flows, as well as the transition approach we will select.
In April 2015, the FASB issued guidance to simplify the presentation of debt issuance costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The new standard will be effective for us beginning on October 1, 2016, and will be applied retrospectively. We are currently evaluating the impact this standard may have on our financial position, results of operations and cash flows.

8



In November 2015, the FASB issued guidance that requires all deferred income tax liabilities and assets to be presented as noncurrent in a classified balance sheet. Currently, entities are required to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified balance sheet. The new standard will become effective for us beginning on October 1, 2017; however, as permitted under the new guidance, we have elected early adoption. The adoption of this guidance had no impact on our results of operations or cash flows. In accordance with the transition guidance, we have adopted this new guidance prospectively and prior periods have not been adjusted.
In January 2016, the FASB issued guidance related to the classification and measurement of financial instruments. The amendments modify the accounting and presentation for certain financial liabilities and equity investments not consolidated or reported using the equity method. The guidance is effective for us beginning October 1, 2018; limited early adoption is permitted. We are currently evaluating the potential impact of this new guidance.
In February 2016, the FASB issued a comprehensive new leasing standard that will require lessees to recognize a lease liability and a right-of-use asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The new standard will be effective for us beginning on October 1, 2019; early adoption is permitted. The new leasing standard requires modified retrospective transition, which requires application of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. We are currently evaluating the effect on our financial position, results of operations and cash flows.
In March 2016, the FASB issued guidance to simplify the accounting and reporting of share-based payment arrangements. Key modifications required under the new guidance include:
Recognition of all excess tax benefits and tax deficiencies associated with stock-based compensation as income tax expense or benefit in the income statement in the period the awards vest. The guidance also requires these income tax inflows and outflows to be classified as an operating activity.
Simplification of the accounting for forfeitures.
Clarification that cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity.
The guidance will be effective for us beginning October 1, 2017; however, as permitted under the new guidance, we have elected early adoption. In accordance with the transition requirements, we recorded a $3.3 million income tax benefit for stock awards that vested during the current fiscal year. Additionally, we recorded a $14.5 million cumulative-effect increase to retained earnings with an offsetting increase to the Company’s net operating loss (NOL) deferred tax asset to recognize the effect of excess tax benefits earned prior to September 30, 2015. Since we have adopted this new guidance prospectively, prior periods have not been adjusted.
Regulatory assets and liabilities
Accounting principles generally accepted in the United States require cost-based, rate-regulated entities that meet certain criteria to reflect the authorized recovery of costs due to regulatory decisions in their financial statements. As a result, certain costs are permitted to be capitalized rather than expensed because they can be recovered through rates. We record certain costs as regulatory assets when future recovery through customer rates is considered probable. Regulatory liabilities are recorded when it is probable that revenues will be reduced for amounts that will be credited to customers through the ratemaking process. Substantially all of our regulatory assets are recorded as a component of deferred charges and other assets and substantially all of our regulatory liabilities are recorded as a component of deferred credits and other liabilities. Deferred gas costs are recorded either in other current assets or liabilities and the regulatory cost of removal obligation is reported separately.

9




 
Significant regulatory assets and liabilities as of March 31, 2016 and September 30, 2015 included the following:
 
March 31,
2016
 
September 30,
2015
 
(In thousands)
Regulatory assets:
 
 
 
Pension and postretirement benefit costs(1)
$
113,483

 
$
121,183

Infrastructure mechanisms(2)
53,698

 
32,813

Deferred gas costs
1,136

 
9,715

Recoverable loss on reacquired debt
15,040

 
16,319

APT annual adjustment mechanism

 
1,002

Rate case costs
1,796

 
1,533

Other
16,297

 
9,774

 
$
201,450

 
$
192,339

Regulatory liabilities:
 
 
 
Regulatory cost of removal obligations
$
486,857

 
$
483,676

Deferred gas costs
68,812

 
28,100

Asset retirement obligations
9,063

 
9,063

APT annual adjustment mechanism
640

 

Other
5,202

 
3,693

 
$
570,574

 
$
524,532

 
(1) 
Includes $13.6 million and $16.6 million of pension and postretirement expense deferred pursuant to regulatory authorization.
(2) 
Infrastructure mechanisms in Texas and Louisiana allow for the deferral of all expenses associated with capital expenditures incurred pursuant to these rules, which primarily consists of interest, depreciation and other taxes, until the next rate proceeding (rate case or annual rate filing), at which time investment and costs would be recoverable through base rates.

3.    Segment Information
We operate the Company through the following three segments:
The regulated distribution segment, which includes our regulated natural gas distribution and related sales operations,
The regulated pipeline segment, which includes the regulated pipeline and storage operations of our Atmos Pipeline — Texas Division and
The nonregulated segment, which is comprised of our nonregulated natural gas management, nonregulated natural gas transmission, storage and other services.
 
Our determination of reportable segments considers the strategic operating units under which we manage sales of various products and services to customers in differing regulatory environments. Although our regulated distribution segment operations are geographically dispersed, they are reported as a single segment as each regulated distribution division has similar economic characteristics. The accounting policies of the segments are the same as those described in the summary of significant accounting policies found in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015. We evaluate performance based on net income or loss of the respective operating units.

10




Income statements for the three and six months ended March 31, 2016 and 2015 by segment are presented in the following tables:
 
Three Months Ended March 31, 2016
 
Regulated
Distribution
 
Regulated
Pipeline
 
Nonregulated
 
Eliminations
 
Consolidated
 
(In thousands)
Operating revenues from external parties
$
847,487

 
$
23,419

 
$
261,387

 
$

 
$
1,132,293

Intersegment revenues
2,198

 
72,284

 
26,008

 
(100,490
)
 

 
849,685

 
95,703

 
287,395

 
(100,490
)
 
1,132,293

Purchased gas cost
440,543

 

 
274,296

 
(100,357
)
 
614,482

Gross profit
409,142

 
95,703

 
13,099

 
(133
)
 
517,811

Operating expenses
 
 
 
 
 
 
 
 
 
Operation and maintenance
99,180

 
27,131

 
7,488

 
(133
)
 
133,666

Depreciation and amortization
57,663

 
13,179

 
1,130

 

 
71,972

Taxes, other than income
54,686

 
6,738

 
733

 

 
62,157

Total operating expenses
211,529

 
47,048

 
9,351

 
(133
)
 
267,795

Operating income
197,613

 
48,655

 
3,748

 

 
250,016

Miscellaneous income (expense)
(150
)
 
(376
)
 
292

 
(451
)
 
(685
)
Interest charges
18,717

 
9,145

 
149

 
(451
)
 
27,560

Income before income taxes
178,746

 
39,134

 
3,891

 

 
221,771

Income tax expense
64,434

 
13,949

 
1,578

 

 
79,961

Net income
$
114,312

 
$
25,185

 
$
2,313

 
$

 
$
141,810

Capital expenditures
$
176,080

 
$
70,136

 
$
343

 
$

 
$
246,559

 
Three Months Ended March 31, 2015
 
Regulated
Distribution
 
Regulated
Pipeline
 
Nonregulated
 
Eliminations
 
Consolidated
 
(In thousands)
Operating revenues from external parties
$
1,128,473

 
$
24,477

 
$
387,118

 
$

 
$
1,540,068

Intersegment revenues
2,140

 
67,253

 
51,204

 
(120,597
)
 

 
1,130,613

 
91,730

 
438,322

 
(120,597
)
 
1,540,068

Purchased gas cost
724,378

 

 
415,416

 
(120,464
)
 
1,019,330

Gross profit
406,235

 
91,730

 
22,906

 
(133
)
 
520,738

Operating expenses
 
 
 
 
 
 
 
 
 
Operation and maintenance
103,425

 
22,842

 
7,326

 
(133
)
 
133,460

Depreciation and amortization
55,153

 
11,747

 
1,122

 

 
68,022

Taxes, other than income
62,939

 
5,238

 
869

 

 
69,046

Total operating expenses
221,517

 
39,827

 
9,317

 
(133
)
 
270,528

Operating income
184,718

 
51,903

 
13,589

 

 
250,210

Miscellaneous income (expense)
(937
)
 
(379
)
 
252

 
(497
)
 
(1,561
)
Interest charges
19,313

 
8,391

 
240

 
(497
)
 
27,447

Income before income taxes
164,468

 
43,133

 
13,601

 

 
221,202

Income tax expense
62,615

 
15,451

 
5,452

 

 
83,518

Net income
$
101,853

 
$
27,682

 
$
8,149

 
$

 
$
137,684

Capital expenditures
$
145,990

 
$
34,360

 
$
(19
)
 
$

 
$
180,331



11



 
 
 
 
 
 
 
 
 
 
 
Six Months Ended March 31, 2016
 
Regulated
Distribution
 
Regulated
Pipeline
 
Nonregulated
 
Eliminations
 
Consolidated
 
(In thousands)
Operating revenues from external parties
$
1,484,654

 
$
46,826

 
$
507,034

 
$

 
$
2,038,514

Intersegment revenues
3,633

 
143,554

 
52,885

 
(200,072
)
 

 
1,488,287

 
190,380

 
559,919

 
(200,072
)
 
2,038,514

Purchased gas cost
745,684

 

 
531,062

 
(199,806
)
 
1,076,940

Gross profit
742,603

 
190,380

 
28,857

 
(266
)
 
961,574

Operating expenses
 
 
 
 
 
 
 
 
 
Operation and maintenance
190,529

 
54,219

 
14,032

 
(266
)
 
258,514

Depreciation and amortization
114,997

 
25,949

 
2,265

 

 
143,211

Taxes, other than income
99,947

 
12,309

 
1,372

 

 
113,628

Total operating expenses
405,473

 
92,477

 
17,669

 
(266
)
 
515,353

Operating income
337,130

 
97,903

 
11,188

 

 
446,221

Miscellaneous income (expense)
(902
)
 
(805
)
 
671

 
(858
)
 
(1,894
)
Interest charges
39,422

 
18,292

 
1,187

 
(858
)
 
58,043

Income before income taxes
296,806

 
78,806

 
10,672

 

 
386,284

Income tax expense
109,239

 
28,035

 
4,339

 

 
141,613

Net income
$
187,567

 
$
50,771

 
$
6,333

 
$

 
$
244,671

Capital expenditures
$
342,624

 
$
195,419

 
$
190

 
$

 
$
538,233

 
 
 
 
 
 
 
 
 
 
 
Six Months Ended March 31, 2015
 
Regulated
Distribution
 
Regulated
Pipeline
 
Nonregulated
 
Eliminations
 
Consolidated
 
(In thousands)
Operating revenues from external parties
$
1,973,877

 
$
45,028

 
$
779,928

 
$

 
$
2,798,833

Intersegment revenues
3,508

 
130,269

 
120,682

 
(254,459
)
 

 
1,977,385

 
175,297

 
900,610

 
(254,459
)
 
2,798,833

Purchased gas cost
1,247,338

 

 
861,665

 
(254,193
)
 
1,854,810

Gross profit
730,047

 
175,297

 
38,945

 
(266
)
 
944,023

Operating expenses
 
 
 
 
 
 
 
 
 
Operation and maintenance
190,410

 
47,457

 
14,441

 
(266
)
 
252,042

Depreciation and amortization
110,239

 
23,129

 
2,247

 

 
135,615

Taxes, other than income
106,583

 
10,103

 
1,745

 

 
118,431

Total operating expenses
407,232

 
80,689

 
18,433

 
(266
)
 
506,088

Operating income
322,815

 
94,608

 
20,512

 

 
437,935

Miscellaneous income (expense)
(2,266
)
 
(631
)
 
552

 
(923
)
 
(3,268
)
Interest charges
40,953

 
16,715

 
466

 
(923
)
 
57,211

Income before income taxes
279,596

 
77,262

 
20,598

 

 
377,456

Income tax expense
106,356

 
27,545

 
8,276

 

 
142,177

Net income
$
173,240

 
$
49,717

 
$
12,322

 
$

 
$
235,279

Capital expenditures
$
312,237

 
$
129,114

 
$
293

 
$

 
$
441,644

 

12



Balance sheet information at March 31, 2016 and September 30, 2015 by segment is presented in the following tables:

 
March 31, 2016
 
Regulated
Distribution
 
Regulated
Pipeline
 
Nonregulated
 
Eliminations
 
Consolidated
 
(In thousands)
ASSETS
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$
5,902,803

 
$
1,884,620

 
$
51,990

 
$

 
$
7,839,413

Investment in subsidiaries
948,346

 

 

 
(948,346
)
 

Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
38,464

 

 
9,454

 

 
47,918

Assets from risk management activities
637

 

 
6,837

 

 
7,474

Other current assets
430,759

 
17,465

 
356,348

 
(207,052
)
 
597,520

Intercompany receivables
980,055

 

 

 
(980,055
)
 

Total current assets
1,449,915

 
17,465

 
372,639

 
(1,187,107
)
 
652,912

Goodwill
575,449

 
132,542

 
34,711

 

 
742,702

Noncurrent assets from risk management activities

 

 

 

 

Deferred charges and other assets
290,737

 
17,742

 
420

 

 
308,899

 
$
9,167,250

 
$
2,052,369

 
$
459,760

 
$
(2,135,453
)
 
$
9,543,926

CAPITALIZATION AND LIABILITIES
 
 
 
 
 
 
 
 
 
Shareholders’ equity
$
3,344,565

 
$
628,045

 
$
320,301

 
$
(948,346
)
 
$
3,344,565

Long-term debt
2,455,559

 

 

 

 
2,455,559

Total capitalization
5,800,124

 
628,045

 
320,301

 
(948,346
)
 
5,800,124

Current liabilities
 
 
 
 
 
 
 
 
 
Short-term debt
822,929

 

 

 
(196,000
)
 
626,929

Liabilities from risk management activities
784

 

 

 

 
784

Other current liabilities
492,645

 
11,751

 
106,296

 
(11,052
)
 
599,640

Intercompany payables

 
956,552

 
23,503

 
(980,055
)
 

Total current liabilities
1,316,358

 
968,303

 
129,799

 
(1,187,107
)
 
1,227,353

Deferred income taxes
1,102,679

 
455,277

 
(166
)
 

 
1,557,790

Noncurrent liabilities from risk management activities
185,057

 

 

 

 
185,057

Regulatory cost of removal obligation
426,756

 

 

 

 
426,756

Pension and postretirement liabilities
294,377

 

 

 

 
294,377

Deferred credits and other liabilities
41,899

 
744

 
9,826

 

 
52,469

 
$
9,167,250

 
$
2,052,369

 
$
459,760

 
$
(2,135,453
)
 
$
9,543,926


13





 
September 30, 2015
 
Regulated
Distribution
 
Regulated
Pipeline
 
Nonregulated
 
Eliminations
 
Consolidated
 
(In thousands)
ASSETS
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
$
5,670,306

 
$
1,706,449

 
$
53,825

 
$

 
$
7,430,580

Investment in subsidiaries
1,038,670

 

 
(2,096
)
 
(1,036,574
)
 

Current assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
23,863

 

 
4,790

 

 
28,653

Assets from risk management activities
378

 

 
8,854

 

 
9,232

Other current assets
421,591

 
24,628

 
480,503

 
(338,301
)
 
588,421

Intercompany receivables
887,713

 

 

 
(887,713
)
 

Total current assets
1,333,545

 
24,628

 
494,147

 
(1,226,014
)
 
626,306

Goodwill
575,449

 
132,542

 
34,711

 

 
742,702

Noncurrent assets from risk management activities
368

 

 

 

 
368

Deferred charges and other assets
270,372

 
17,288

 
5,329

 

 
292,989

 
$
8,888,710

 
$
1,880,907

 
$
585,916

 
$
(2,262,588
)
 
$
9,092,945

CAPITALIZATION AND LIABILITIES
 
 
 
 
 
 
 
 
 
Shareholders’ equity
$
3,194,797

 
$
577,275

 
$
461,395

 
$
(1,038,670
)
 
$
3,194,797

Long-term debt
2,455,388

 

 

 

 
2,455,388

Total capitalization
5,650,185

 
577,275

 
461,395

 
(1,038,670
)
 
5,650,185

Current liabilities
 
 
 
 
 
 
 
 
 
Short-term debt
782,927

 

 

 
(325,000
)
 
457,927

Liabilities from risk management activities
9,568

 

 

 

 
9,568

Other current liabilities
569,273

 
29,780

 
99,480

 
(11,205
)
 
687,328

Intercompany payables

 
867,409

 
20,304

 
(887,713
)
 

Total current liabilities
1,361,768

 
897,189

 
119,784

 
(1,223,918
)
 
1,154,823

Deferred income taxes
1,008,091

 
406,254

 
(3,030
)
 

 
1,411,315

Noncurrent liabilities from risk management activities
110,539

 

 

 

 
110,539

Regulatory cost of removal obligation
427,553

 

 

 

 
427,553

Pension and postretirement liabilities
287,373

 

 

 

 
287,373

Deferred credits and other liabilities
43,201

 
189

 
7,767

 

 
51,157

 
$
8,888,710

 
$
1,880,907

 
$
585,916

 
$
(2,262,588
)
 
$
9,092,945


14




4.    Earnings Per Share
We use the two-class method of computing earnings per share because we have participating securities in the form of non-vested restricted stock units with a nonforfeitable right to dividend equivalents, for which vesting is predicated solely on the passage of time. The calculation of earnings per share using the two-class method excludes income attributable to these participating securities from the numerator and excludes the dilutive impact of those shares from the denominator. Basic and diluted earnings per share for the three and six months ended March 31, 2016 and 2015 are calculated as follows:
 
Three Months Ended 
 March 31
 
Six Months Ended 
 March 31
 
2016
 
2015
 
2016
 
2015
 
(In thousands, except per share amounts)
Basic and Diluted Earnings Per Share
 
 
 
 
 
 
 
Net income
$
141,810

 
$
137,684

 
$
244,671

 
$
235,279

Less: Income allocated to participating securities
231

 
296

 
405

 
520

Income available to common shareholders
$
141,579

 
$
137,388

 
$
244,266

 
$
234,759

Basic and diluted weighted average shares outstanding
102,946

 
101,746

 
102,837

 
101,667

Net income per share - Basic and Diluted
$
1.38

 
$
1.35

 
$
2.38

 
$
2.31


5.    Debt
The nature and terms of our debt instruments and credit facilities are described in detail in Note 5 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015. Except as noted below, there were no material changes in the terms of our debt instruments during the six months ended March 31, 2016.
Long-term debt
Long-term debt at March 31, 2016 and September 30, 2015 consisted of the following:
 
 
March 31, 2016
 
September 30, 2015
 
(In thousands)
Unsecured 6.35% Senior Notes, due June 2017
$
250,000

 
$
250,000

Unsecured 8.50% Senior Notes, due 2019
450,000

 
450,000

Unsecured 5.95% Senior Notes, due 2034
200,000

 
200,000

Unsecured 5.50% Senior Notes, due 2041
400,000

 
400,000

Unsecured 4.15% Senior Notes, due 2043
500,000

 
500,000

Unsecured 4.125% Senior Notes, due 2044
500,000

 
500,000

Medium-term note Series A, 1995-1, 6.67%, due 2025
10,000

 
10,000

Unsecured 6.75% Debentures, due 2028
150,000

 
150,000

Total long-term debt
2,460,000

 
2,460,000

Less:
 
 
 
Original issue discount on unsecured senior notes and debentures
4,441

 
4,612

 
$
2,455,559

 
$
2,455,388

 
On October 15, 2014, we issued $500 million of 4.125% 30-year unsecured senior notes, which replaced, on a long-term basis, our $500 million unsecured 4.95% senior notes. The effective rate of these notes is 4.086%, after giving effect to the offering costs and the settlement of the associated forward starting interest rate swaps. The net proceeds of approximately $494 million were used to repay our $500 million 4.95% senior unsecured notes at maturity on October 15, 2014.

15



Short-term debt
Our short-term debt is utilized to fund ongoing working capital needs, such as our seasonal requirements for gas supply, general corporate liquidity and capital expenditures. Our short-term borrowing requirements are affected primarily by the seasonal nature of the natural gas business. Changes in the price of natural gas and the amount of natural gas we need to supply our customers’ needs could significantly affect our borrowing requirements. Our short-term borrowings typically reach their highest levels in the winter months.
We currently finance our short-term borrowing requirements through a combination of a $1.25 billion commercial paper program, four committed revolving credit facilities and one uncommitted revolving credit facility with third-party lenders. These facilities provide approximately $1.3 billion of working capital funding. At March 31, 2016 and September 30, 2015 a total of $626.9 million and $457.9 million was outstanding under our commercial paper program.
Regulated Operations
We fund our regulated operations as needed, primarily through our commercial paper program and three committed revolving credit facilities with third-party lenders that provide approximately $1.3 billion of working capital funding, including a five-year $1.25 billion unsecured facility with an accordion feature, which, if utilized would increase the borrowing capacity to $1.5 billion, a $25 million unsecured facility and a $10 million unsecured revolving credit facility, which is used primarily to issue letters of credit. Due to outstanding letters of credit, the total amount available to us under our $10 million revolving credit facility was $4.1 million at March 31, 2016.
In addition to these third-party facilities, our regulated operations have a $500 million intercompany revolving credit facility with AEH, which bears interest at the lower of (i) the Eurodollar rate under the five-year revolving credit facility or (ii) the lowest rate outstanding under the commercial paper program. Applicable state regulatory commissions have approved our use of this facility through December 31, 2016.
Nonregulated Operations
Atmos Energy Marketing, LLC (AEM), which is wholly owned by AEH, has one uncommitted $25 million bilateral credit facility that was renewed and extended in March 2016 and one committed $15 million bilateral credit facility that was renewed and extended in December 2015. The uncommitted $25 million bilateral credit facility currently expires in December 2016 and the $15 million bilateral credit facility expires in September 2016. These facilities are used primarily to issue letters of credit. Due to outstanding letters of credit, the total amount available to us under these bilateral credit facilities was $36.9 million at March 31, 2016.
AEH has a $500 million intercompany demand credit facility with AEC. This facility bears interest at a rate equal to the one-month LIBOR rate plus 3.00 percent. Applicable state regulatory commissions have approved our use of this facility through December 31, 2016.
Debt Covenants
The availability of funds under our regulated credit facilities is subject to conditions specified in the respective credit agreements, all of which we currently satisfy. These conditions include our compliance with financial covenants and the continued accuracy of representations and warranties contained in these agreements. We are required by the financial covenants in each of these facilities to maintain, at the end of each fiscal quarter, a ratio of total debt to total capitalization of no greater than 70 percent. At March 31, 2016, our total-debt-to-total-capitalization ratio, as defined in the agreements, was 49 percent. In addition, both the interest margin and the fee that we pay on unused amounts under certain of these facilities are subject to adjustment depending upon our credit ratings.
In addition to these financial covenants, our credit facilities and public indentures contain usual and customary covenants for our business, including covenants substantially limiting liens, substantial asset sales and mergers.
Additionally, our public debt indentures relating to our senior notes and debentures, as well as certain of our revolving credit agreements, each contain a default provision that is triggered if outstanding indebtedness arising out of any other credit agreements in amounts ranging from in excess of $15 million to in excess of $100 million becomes due by acceleration or is not paid at maturity.
We were in compliance with all of our debt covenants as of March 31, 2016. If we were unable to comply with our debt covenants, we would likely be required to repay our outstanding balances on demand, provide additional collateral or take other corrective actions.


16



6.    Shareholders' Equity

Shelf Registration
On March 28, 2016, we filed a registration statement with the Securities and Exchange Commission (SEC) to issue, from time to time, up to $2.5 billion in common stock and/or debt securities, which replaced our registration statement that expired on March 28, 2016.

At-the-Market Equity Sales Program

On March 28, 2016, we entered into an at-the-market (ATM) equity distribution agreement (the Agreement) with Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC in their capacity as agents and/or as principals (Agents). Under the terms of the Agreement, we may issue and sell, through any of the Agents, shares of our common stock, up to an aggregate offering price of $200 million, through the period ended March 28, 2019. We may also sell shares from time to time to an Agent for its own account at a price to be agreed upon at the time of sale. We will pay each Agent a commission of 1.0% of the gross offering proceeds of the shares sold through it as a sales agent. We have no obligation to offer or sell any shares under the Agreement, and may at any time suspend offers and sales under the Agreement. The shares will be issued pursuant to our shelf registration statement filed with the SEC on March 28, 2016. There were no transactions under the ATM program during the second fiscal quarter of 2016.

1998 Long-Term Incentive Plan 
In August 1998, the Board of Directors approved and adopted the 1998 Long-Term Incentive Plan (LTIP), which became effective in October 1998 after approval by our shareholders. The LTIP is a comprehensive, long-term incentive compensation plan providing for discretionary awards of incentive stock options, non-qualified stock options, stock appreciation rights, bonus stock, time-lapse restricted stock, time-lapse restricted stock units, performance-based restricted stock units and stock units to certain employees and non-employee directors of the Company and our subsidiaries. The objectives of this plan include attracting and retaining the best personnel, providing for additional performance incentives and promoting our success by providing employees with the opportunity to acquire our common stock. 
As of September 30, 2015, we were authorized to grant awards for up to a maximum of 8.7 million shares of common stock under this plan subject to certain adjustment provisions. In February 2016, our shareholders voted to increase the number of authorized LTIP shares by 2.5 million shares and to extend the term of the plan for an additional five years, through September 2021. On March 29, 2016, we filed with the SEC a registration statement on Form S-8 to register an additional 2.5 million shares; we also listed such shares with the New York Stock Exchange.
2011 Share Repurchase Program
We did not repurchase any shares during the six months ended March 31, 2016 and 2015 under our 2011 share repurchase program, which is scheduled to end on September 30, 2016.
Accumulated Other Comprehensive Income
We record deferred gains (losses) in AOCI related to available-for-sale securities, interest rate agreement cash flow hedges and commodity contract cash flow hedges. Deferred gains (losses) for our available-for-sale securities and commodity contract cash flow hedges are recognized in earnings upon settlement, while deferred gains (losses) related to our interest rate agreement cash flow hedges are recognized in earnings as they are amortized. The following tables provide the components of our accumulated other comprehensive income (loss) balances, net of the related tax effects allocated to each component of other comprehensive income.
 
Available-
for-Sale
Securities
 
Interest
Rate
Agreement
Cash Flow
Hedges
 
Commodity
Contracts
Cash Flow
Hedges
 
Total
 
(In thousands)
September 30, 2015
$
4,949

 
$
(88,842
)
 
$
(25,437
)
 
$
(109,330
)
Other comprehensive loss before reclassifications
(1,568
)
 
(49,008
)
 
(19,185
)
 
(69,761
)
Amounts reclassified from accumulated other comprehensive income
(79
)
 
173

 
21,758

 
21,852

Net current-period other comprehensive income (loss)
(1,647
)
 
(48,835
)
 
2,573

 
(47,909
)
March 31, 2016
$
3,302

 
$
(137,677
)
 
$
(22,864
)
 
$
(157,239
)
 

17



 
Available-
for-Sale
Securities
 
Interest
Rate
Agreement
Cash Flow
Hedges
 
Commodity
Contracts
Cash Flow
Hedges
 
Total
 
(In thousands)
September 30, 2014
$
7,662

 
$
(18,381
)
 
$
(1,674
)
 
$
(12,393
)
Other comprehensive loss before reclassifications
(101
)
 
(84,824
)
 
(38,902
)
 
(123,827
)
Amounts reclassified from accumulated other comprehensive income
(4
)
 
368

 
7,768

 
8,132

Net current-period other comprehensive income (loss)
(105
)
 
(84,456
)
 
(31,134
)
 
(115,695
)
March 31, 2015
$
7,557

 
$
(102,837
)
 
$
(32,808
)
 
$
(128,088
)

The following tables detail reclassifications out of AOCI for the three and six months ended March 31, 2016 and 2015. Amounts in parentheses below indicate decreases to net income in the statement of income.
 
Three Months Ended March 31, 2016
Accumulated Other Comprehensive Income Components
Amount Reclassified from
Accumulated Other
Comprehensive Income      
 
Affected Line Item in the
Statement of Income
 
(In thousands)
 
 
Available-for-sale securities
$
124

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