XNYS:NFG National Fuel Gas Co Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

XNYS:NFG Fair Value Estimate
Premium
XNYS:NFG Consider Buying
Premium
XNYS:NFG Consider Selling
Premium
XNYS:NFG Fair Value Uncertainty
Premium
XNYS:NFG Economic Moat
Premium
XNYS:NFG Stewardship
Premium
 
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

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 1-3880

 

 

NATIONAL FUEL GAS COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

New Jersey   13-1086010
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
6363 Main Street  
Williamsville, New York   14221
(Address of principal executive offices)   (Zip Code)

(716) 857-7000

(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 and (2) has been subject to such filing requirements for the past 90

days.    YES  x    NO  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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  x    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large Accelerated Filer   x    Accelerated Filer   ¨
Non-Accelerated Filer   ¨  (Do not check if a smaller reporting company)    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  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common stock, $1 par value, outstanding at April 30, 2012: 83,216,016 shares.

 

 

 


Table of Contents

GLOSSARY OF TERMS

Frequently used abbreviations, acronyms, or terms used in this report:

 

National Fuel Gas Companies     
Company   

The Registrant, the Registrant and its subsidiaries or the Registrant’s subsidiaries as appropriate in the context of the disclosure

Distribution Corporation   

National Fuel Gas Distribution Corporation

Empire   

Empire Pipeline, Inc.

ESNE   

Energy Systems North East, LLC

Horizon   

Horizon Energy Development, Inc.

Horizon B.V.   

Horizon Energy Development B.V.

Horizon LFG   

Horizon LFG, Inc.

Horizon Power   

Horizon Power, Inc.

Midstream Corporation   

National Fuel Gas Midstream Corporation

Model City   

Model City Energy, LLC

National Fuel   

National Fuel Gas Company

NFR   

National Fuel Resources, Inc.

Registrant   

National Fuel Gas Company

Seneca   

Seneca Resources Corporation

Seneca Energy   

Seneca Energy II, LLC

Supply Corporation   

National Fuel Gas Supply Corporation

Regulatory Agencies   
EPA   

United States Environmental Protection Agency

FASB   

Financial Accounting Standards Board

FERC   

Federal Energy Regulatory Commission

IASB   

International Accounting Standards Board

NYDEC   

New York State Department of Environmental Conservation

NYPSC   

State of New York Public Service Commission

PaPUC   

Pennsylvania Public Utility Commission

PHMSA   

Pipeline and Hazardous Materials Safety Administration

SEC   

Securities and Exchange Commission

Other   
2011 Form 10-K   

The Company’s Annual Report on Form 10-K for the year ended September 30, 2011

Bbl   

Barrel (of oil)

Bcf   

Billion cubic feet (of natural gas)

Bcfe (or Mcfe) – represents
Bcf (or Mcf) Equivalent

  

The total heat value (Btu) of natural gas and oil expressed as a volume of natural gas. The Company uses a conversion formula of 1 barrel of oil = 6 Mcf of natural gas.

Btu   

British thermal unit; the amount of heat needed to raise the temperature of one pound of water one degree Fahrenheit.

Capital expenditure   

Represents additions to property, plant, and equipment, or the amount of money a company spends to buy capital assets or upgrade its existing capital assets.

Degree day   

A measure of the coldness of the weather experienced, based on the extent to which the daily average temperature falls below a reference temperature, usually 65 degrees Fahrenheit.

Derivative   

A financial instrument or other contract, the terms of which include an underlying variable (a price, interest rate, index rate, exchange rate, or other variable) and a notional amount (number of units, barrels, cubic feet, etc.). The terms also permit for the instrument or contract to be settled net and no initial net investment is required to enter into the financial instrument or contract. Examples include futures contracts, options, no cost collars and swaps.

 

- 2 -


Table of Contents
Development costs   

Costs incurred to obtain access to proved oil and gas reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas.

Dodd-Frank Act   

Dodd-Frank Wall Street Reform and Consumer Protection Act.

Dth   

Decatherm; one Dth of natural gas has a heating value of 1,000,000 British thermal units, approximately equal to the heating value of 1 Mcf of natural gas.

Exchange Act   

Securities Exchange Act of 1934, as amended

Expenditures for
long-lived assets

  

Includes capital expenditures, stock acquisitions and/or investments in partnerships.

Exploration costs   

Costs incurred in identifying areas that may warrant examination, as well as costs incurred in examining specific areas, including drilling exploratory wells.

Firm transportation
and/or storage

  

The transportation and/or storage service that a supplier of such service is obligated by contract to provide and for which the customer is obligated to pay whether or not the service is utilized.

GAAP   

Accounting principles generally accepted in the United States of America

Goodwill   

An intangible asset representing the difference between the fair value of a company and the price at which a company is purchased.

Hedging   

A method of minimizing the impact of price, interest rate, and/or foreign currency exchange rate changes, often times through the use of derivative financial instruments.

Hub   

Location where pipelines intersect enabling the trading, transportation, storage, exchange, lending and borrowing of natural gas.

Interruptible transportation
and/or storage

  

The transportation and/or storage service that, in accordance with contractual arrangements, can be interrupted by the supplier of such service, and for which the customer does not pay unless utilized.

LIBOR   

London Interbank Offered Rate

LIFO   

Last-in, first-out

Marcellus Shale   

A Middle Devonian-age geological shale formation that is present nearly a mile or more below the surface in the Appalachian region of the United States, including much of Pennsylvania and southern New York.

Mbbl   

Thousand barrels (of oil)

Mcf   

Thousand cubic feet (of natural gas)

MD&A   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

MDth   

Thousand decatherms (of natural gas)

MMBtu   

Million British thermal units

MMcf   

Million cubic feet (of natural gas)

NGA   

The Natural Gas Act of 1938, as amended; the federal law regulating interstate natural gas pipeline and storage companies, among other things, codified beginning at 15 U.S.C. Section 717.

NYMEX   

New York Mercantile Exchange. An exchange which maintains a futures market for crude oil and natural gas.

Open Season   

A bidding procedure used by pipelines to allocate firm transportation or storage capacity among prospective shippers, in which all bids submitted during a defined time period are evaluated as if they had been submitted simultaneously.

PCB   

Polychlorinated Biphenyl

Precedent Agreement   

An agreement between a pipeline company and a potential customer to sign a service agreement after specified events (called “conditions precedent”) happen, usually within a specified time.

Proved developed reserves   

Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.

 

- 3 -


Table of Contents

Proved undeveloped (PUD)
reserves

  

Reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required to make these reserves productive.

Reserves   

The unproduced but recoverable oil and/or gas in place in a formation which has been proven by production.

Restructuring   

Generally referring to partial “deregulation” of the pipeline and/or utility industry by statutory or regulatory process. Restructuring of federally regulated natural gas pipelines resulted in the separation (or “unbundling”) of gas commodity service from transportation service for wholesale and large-volume retail markets. State restructuring programs attempt to extend the same process to retail mass markets.

Revenue decoupling mechanism   

A rate mechanism which adjusts customer rates to render a utility financially indifferent to throughput decreases resulting from conservation.

S&P   

Standard & Poor’s Rating Service

SAR   

Stock appreciation right

Service agreement   

The binding agreement by which the pipeline company agrees to provide service and the shipper agrees to pay for the service.

Stock acquisitions   

Investments in corporations.

Unbundled service   

A service that has been separated from other services, with rates charged that reflect only the cost of the separated service.

VEBA   

Voluntary Employees’ Beneficiary Association

WNC   

Weather normalization clause; a clause in utility rates which adjusts customer rates to allow a utility to recover its normal operating costs calculated at normal temperatures. If temperatures during the measured period are warmer than normal, customer rates are adjusted upward in order to recover projected operating costs. If temperatures during the measured period are colder than normal, customer rates are adjusted downward so that only the projected operating costs will be recovered.

 

- 4 -


Table of Contents

INDEX

 

     Page  

Part I. Financial Information

  

Item 1. Financial Statements (Unaudited)

  

a. Consolidated Statements of Income and Earnings Reinvested in the Business - Three and Six Months Ended March 31, 2012 and 2011

     6 - 7   

b. Consolidated Balance Sheets – March 31, 2012 and September 30, 2011

     8 - 9   

c. Consolidated Statements of Cash Flows – Six Months Ended March 31, 2012 and 2011

     10   

d. Consolidated Statements of Comprehensive Income - Three and Six Months Ended March 31, 2012 and 2011

     11   

e. Notes to Condensed Consolidated Financial Statements

     12 - 30   

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     31 - 55   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     55   

Item 4. Controls and Procedures

     55   

Part II. Other Information

  

Item 1. Legal Proceedings

     55 - 56   

Item 1 A. Risk Factors

     56   

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     56 - 57   

Item 3. Defaults Upon Senior Securities

     Ÿ   

Item 4. Mine Safety Disclosures

     Ÿ   

Item 5. Other Information

     Ÿ   

Item 6. Exhibits

     57   

Signatures

     58   

 

The Company has nothing to report under this item.

Reference to “the Company” in this report means the Registrant or the Registrant and its subsidiaries collectively, as appropriate in the context of the disclosure. All references to a certain year in this report are to the Company’s fiscal year ended September 30 of that year, unless otherwise noted.

This Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements should be read with the cautionary statements and important factors included in this Form 10-Q at Item 2 - MD&A, under the heading “Safe Harbor for Forward-Looking Statements.” Forward-looking statements are all statements other than statements of historical fact, including, without limitation, statements regarding future prospects, plans, objectives, goals, projections, estimates of oil and gas quantities, strategies, future events or performance and underlying assumptions, capital structure, anticipated capital expenditures, completion of construction and other projects, projections for pension and other post-retirement benefit obligations, impacts of the adoption of new accounting rules, and possible outcomes of litigation or regulatory proceedings, as well as statements that are identified by the use of the words “anticipates,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “will,” “may,” and similar expressions.

 

- 5 -


Table of Contents

Part I. Financial Information

Item 1. Financial Statements

National Fuel Gas Company

Consolidated Statements of Income and Earnings

Reinvested in the Business

(Unaudited)

 

      Three Months Ended
March 31,
 
(Thousands of Dollars, Except Per Common Share Amounts)    2012     2011  

INCOME

    

Operating Revenues

   $ 552,309      $ 660,881   
  

 

 

   

 

 

 

Operating Expenses

    

Purchased Gas

     208,537        306,595   

Operation and Maintenance

     118,047        116,721   

Property, Franchise and Other Taxes

     30,477        23,798   

Depreciation, Depletion and Amortization

     63,151        60,011   
  

 

 

   

 

 

 
     420,212        507,125   
  

 

 

   

 

 

 

Operating Income

     132,097        153,756   

Other Income (Expense):

    

Gain on Sale of Unconsolidated Subsidiaries

     —          50,879   

Interest Income

     192        68   

Other Income

     1,654        2,424   

Interest Expense on Long-Term Debt

     (20,425     (17,926

Other Interest Expense

     (1,253     (1,454
  

 

 

   

 

 

 

Income Before Income Taxes

     112,265        187,747   

Income Tax Expense

     44,873        72,136   
  

 

 

   

 

 

 

Net Income Available for Common Stock

     67,392        115,611   
  

 

 

   

 

 

 

EARNINGS REINVESTED IN THE BUSINESS

    

Balance at January 1

     1,237,242        1,093,398   
  

 

 

   

 

 

 
     1,304,634        1,209,009   

Dividends on Common Stock
(2012 - $0.355 per share; 2011 - $0.345 per share)

     (29,527     (28,478
  

 

 

   

 

 

 

Balance at March 31

   $ 1,275,107      $ 1,180,531   
  

 

 

   

 

 

 

Earnings Per Common Share:

    

Basic:

    

Net Income Available for Common Stock

   $ 0.81      $ 1.40   
  

 

 

   

 

 

 

Diluted:

    

Net Income Available for Common Stock

   $ 0.81      $ 1.38   
  

 

 

   

 

 

 

Weighted Average Common Shares Outstanding:

    

Used in Basic Calculation

     83,107,884        82,400,851   
  

 

 

   

 

 

 

Used in Diluted Calculation

     83,678,261        83,673,977   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

- 6 -


Table of Contents

National Fuel Gas Company

Consolidated Statements of Income and Earnings

Reinvested in the Business

(Unaudited)

 

      Six Months Ended
March 31,
 
(Thousands of Dollars, Except Per Common Share Amounts)    2012     2011  

INCOME

    

Operating Revenues

   $ 984,732      $ 1,111,829   
  

 

 

   

 

 

 

Operating Expenses

    

Purchased Gas

     340,730        469,633   

Operation and Maintenance

     218,106        214,171   

Property, Franchise and Other Taxes

     49,707        43,534   

Depreciation, Depletion and Amortization

     125,698        113,324   
  

 

 

   

 

 

 
     734,241        840,662   
  

 

 

   

 

 

 

Operating Income

     250,491        271,167   

Other Income (Expense):

    

Gain on Sale of Unconsolidated Subsidiaries

     —          50,879   

Interest Income

     1,297        951   

Other Income

     2,990        2,317   

Interest Expense on Long-Term Debt

     (39,066     (38,118

Other Interest Expense

     (2,023     (2,855
  

 

 

   

 

 

 

Income Before Income Taxes

     213,689        284,341   

Income Tax Expense

     85,598        110,187   
  

 

 

   

 

 

 

Net Income Available for Common Stock

     128,091        174,154   
  

 

 

   

 

 

 

EARNINGS REINVESTED IN THE BUSINESS

    

Balance at October 1

     1,206,022        1,063,262   
  

 

 

   

 

 

 
     1,334,113        1,237,416   

Dividends on Common Stock
(2012 - $0.71 per share; 2011 - $0.69 per share)

     (59,006     (56,885
  

 

 

   

 

 

 

Balance at March 31

   $ 1,275,107      $ 1,180,531   
  

 

 

   

 

 

 

Earnings Per Common Share:

    

Basic:

    

Net Income Available for Common Stock

   $ 1.54      $ 2.12   
  

 

 

   

 

 

 

Diluted:

    

Net Income Available for Common Stock

   $ 1.53      $ 2.08   
  

 

 

   

 

 

 

Weighted Average Common Shares Outstanding:

    

Used in Basic Calculation

     82,988,750        82,311,162   
  

 

 

   

 

 

 

Used in Diluted Calculation

     83,712,681        83,561,775   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

- 7 -


Table of Contents

National Fuel Gas Company

Consolidated Balance Sheets

(Unaudited)

 

     March 31,      September 30,  
(Thousands of Dollars)    2012      2011  

ASSETS

     

Property, Plant and Equipment

   $ 6,180,827       $ 5,646,918   

Less - Accumulated Depreciation, Depletion and Amortization

     1,750,636         1,646,394   
  

 

 

    

 

 

 
     4,430,191         4,000,524   
  

 

 

    

 

 

 

Current Assets

     

Cash and Temporary Cash Investments

     192,243         80,428   

Hedging Collateral Deposits

     18,872         19,701   

Receivables – Net of Allowance for Uncollectible Accounts of $43,124 and $31,039, Respectively

     168,757         131,885   

Unbilled Utility Revenue

     31,318         17,284   

Gas Stored Underground

     16,195         54,325   

Materials and Supplies - at average cost

     28,395         27,932   

Other Current Assets

     40,354         38,334   

Deferred Income Taxes

     20,281         15,423   
  

 

 

    

 

 

 
     516,415         385,312   
  

 

 

    

 

 

 

Other Assets

     

Recoverable Future Taxes

     146,561         144,377   

Unamortized Debt Expense

     14,552         10,571   

Other Regulatory Assets

     504,399         510,986   

Deferred Charges

     7,993         5,552   

Other Investments

     85,555         79,365   

Goodwill

     5,476         5,476   

Fair Value of Derivative Financial Instruments

     121,760         76,085   

Other

     2,594         2,836   
  

 

 

    

 

 

 
     888,890         835,248   
  

 

 

    

 

 

 

Total Assets

   $ 5,835,496       $ 5,221,084   
  

 

 

    

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

- 8 -


Table of Contents

National Fuel Gas Company

Consolidated Balance Sheets

(Unaudited)

 

      March 31,     September 30,  
(Thousands of Dollars)    2012     2011  

CAPITALIZATION AND LIABILITIES

    

Capitalization:

    

Comprehensive Shareholders’ Equity

    

Common Stock, $1 Par Value

    

Authorized - 200,000,000 Shares; Issued And Outstanding – 83,173,850 Shares and 82,812,677 Shares, Respectively

   $ 83,174      $ 82,813   

Paid in Capital

     660,495        650,749   

Earnings Reinvested in the Business

     1,275,107        1,206,022   
  

 

 

   

 

 

 

Total Common Shareholders’ Equity Before Items of Other Comprehensive Loss

     2,018,776        1,939,584   

Accumulated Other Comprehensive Loss

     (51,889     (47,699
  

 

 

   

 

 

 

Total Comprehensive Shareholders’ Equity

     1,966,887        1,891,885   

Long-Term Debt, Net of Current Portion

     1,149,000        899,000   
  

 

 

   

 

 

 

Total Capitalization

     3,115,887        2,790,885   
  

 

 

   

 

 

 

Current and Accrued Liabilities

    

Notes Payable to Banks and Commercial Paper

     20,000        40,000   

Current Portion of Long-Term Debt

     250,000        150,000   

Accounts Payable

     98,053        126,709   

Amounts Payable to Customers

     17,327        15,519   

Dividends Payable

     29,527        29,399   

Interest Payable on Long-Term Debt

     29,491        25,512   

Customer Advances

     204        19,643   

Customer Security Deposits

     17,021        17,321   

Other Accruals and Current Liabilities

     197,952        94,787   

Fair Value of Derivative Financial Instruments

     66,887        9,728   
  

 

 

   

 

 

 
     726,462        528,618   
  

 

 

   

 

 

 

Deferred Credits

    

Deferred Income Taxes

     1,040,789        955,384   

Taxes Refundable to Customers

     65,550        65,543   

Unamortized Investment Tax Credit

     2,296        2,586   

Cost of Removal Regulatory Liability

     146,771        135,940   

Other Regulatory Liabilities

     37,327        31,026   

Pension and Other Post-Retirement Liabilities

     472,717        481,520   

Asset Retirement Obligations

     77,230        75,731   

Other Deferred Credits

     150,467        153,851   
  

 

 

   

 

 

 
     1,993,147        1,901,581   
  

 

 

   

 

 

 

Commitments and Contingencies

     —          —     
  

 

 

   

 

 

 

Total Capitalization and Liabilities

   $ 5,835,496      $ 5,221,084   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

- 9 -


Table of Contents

National Fuel Gas Company

Consolidated Statements of Cash Flows

(Unaudited)

 

      Six Months Ended
March 31,
 
(Thousands of Dollars)    2012     2011  

OPERATING ACTIVITIES

    

Net Income Available for Common Stock

   $ 128,091      $ 174,154   

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

    

Gain on Sale of Unconsolidated Subsidiaries

     —          (50,879

Depreciation, Depletion and Amortization

     125,698        113,324   

Deferred Income Taxes

     81,696        106,510   

Excess Tax Benefits Associated with Stock-Based Compensation Awards

     (1,076     —     

Other

     4,269        5,703   

Change in:

    

Hedging Collateral Deposits

     829        (50,692

Receivables and Unbilled Utility Revenue

     (50,906     (123,393

Gas Stored Underground and Materials and Supplies

     37,156        30,144   

Prepayments and Other Current Assets

     (943     57,447   

Accounts Payable

     (28,656     33,234   

Amounts Payable to Customers

     1,808        (12,634

Customer Advances

     (19,439     (24,938

Customer Security Deposits

     (300     (256

Other Accruals and Current Liabilities

     65,039        93,473   

Other Assets

     (48,692     15,239   

Other Liabilities

     44,323        (23,214
  

 

 

   

 

 

 

Net Cash Provided by Operating Activities

     338,897        343,222   
  

 

 

   

 

 

 

INVESTING ACTIVITIES

    

Capital Expenditures

     (499,607     (392,338

Net Proceeds from Sale of Unconsolidated Subsidiaries

     —          59,365   

Other

     (789     (3,097
  

 

 

   

 

 

 

Net Cash Used in Investing Activities

     (500,396     (336,070
  

 

 

   

 

 

 

FINANCING ACTIVITIES

    

Changes in Notes Payable to Banks and Commercial Paper

     (20,000     —     

Excess Tax Benefits Associated with Stock-Based Compensation Awards

     1,076        —     

Net Proceeds from Issuance of Long-Term Debt

     496,085        —     

Reduction of Long-Term Debt

     (150,000     (200,000

Dividends Paid on Common Stock

     (58,877     (56,723

Net Proceeds from Issuance (Repurchase) of Common Stock

     5,030        (2,833
  

 

 

   

 

 

 

Net Cash Provided by (Used in) Financing Activities

     273,314        (259,556
  

 

 

   

 

 

 

Net Increase (Decrease) in Cash and Temporary Cash Investments

     111,815        (252,404

Cash and Temporary Cash Investments at October 1

     80,428        397,171   
  

 

 

   

 

 

 

Cash and Temporary Cash Investments at March 31

   $ 192,243      $ 144,767   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

- 10 -


Table of Contents

National Fuel Gas Company

Consolidated Statements of Comprehensive Income

(Unaudited)

 

     Three Months Ended
March 31,
 
(Thousands of Dollars)    2012     2011  

Net Income Available for Common Stock

   $ 67,392      $ 115,611   
  

 

 

   

 

 

 

Other Comprehensive Income (Loss), Before Tax:

    

Unrealized Gain on Securities Available for Sale Arising During the Period

     3,116        897   

Unrealized Gain (Loss) on Derivative Financial Instruments Arising During the Period

     14,498        (40,844

Reclassification Adjustment for Realized Gains on Derivative Financial Instruments in Net Income

     (16,185     (7,212
  

 

 

   

 

 

 

Other Comprehensive Income (Loss), Before Tax

     1,429        (47,159
  

 

 

   

 

 

 

Income Tax Expense Related to Unrealized Gain on Securities Available for Sale Arising During the Period

     1,161        337   

Income Tax Expense (Benefit) Related to Unrealized Gain (Loss) on Derivative Financial Instruments Arising During the Period

     840        (16,778

Reclassification Adjustment for Income Tax Expense on Realized Gains from Derivative Financial Instruments In Net Income

     (1,816     (2,847
  

 

 

   

 

 

 

Income Taxes – Net

     185        (19,288
  

 

 

   

 

 

 

Other Comprehensive Income (Loss)

     1,244        (27,871
  

 

 

   

 

 

 

Comprehensive Income

   $ 68,636      $ 87,740   
  

 

 

   

 

 

 

 

      Six Months Ended
March 31,
 
(Thousands of Dollars)    2012     2011  

Net Income Available for Common Stock

   $ 128,091      $ 174,154   
  

 

 

   

 

 

 

Other Comprehensive Income (Loss), Before Tax:

    

Foreign Currency Translation Adjustment

     —          17   

Reclassification Adjustment for Realized Foreign Currency Translation Loss in Net Income

     —          34   

Unrealized Gain on Securities Available for Sale Arising During the Period

     3,828        3,438   

Unrealized Gain (Loss) on Derivative Financial Instruments Arising During the Period

     16,653        (67,980

Reclassification Adjustment for Realized Gains on Derivative Financial Instruments in Net Income

     (28,050     (16,265
  

 

 

   

 

 

 

Other Comprehensive Loss, Before Tax

     (7,569     (80,756
  

 

 

   

 

 

 

Income Tax Expense Related to Unrealized Gain on Securities Available for Sale Arising During the Period

     1,424        1,298   

Income Tax Expense (Benefit) Related to Unrealized Gain (Loss) on Derivative Financial Instruments Arising During the Period

     1,657        (27,946

Reclassification Adjustment for Income Tax Expense on Realized Gains from Derivative Financial Instruments In Net Income

     (6,460     (6,572
  

 

 

   

 

 

 

Income Taxes – Net

     (3,379     (33,220
  

 

 

   

 

 

 

Other Comprehensive Loss

     (4,190     (47,536
  

 

 

   

 

 

 

Comprehensive Income

   $ 123,901      $ 126,618   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements

 

- 11 -


Table of Contents

National Fuel Gas Company

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 - Summary of Significant Accounting Policies

Principles of Consolidation. The Company consolidates all entities in which it has a controlling financial interest. The equity method is used to account for entities in which the Company has a non-controlling financial interest. All significant intercompany balances and transactions are eliminated.

During the quarter ended March 31, 2011, the Company sold its 50% equity method investments in Seneca Energy and Model City for $59.4 million, resulting in a gain of $50.9 million. Seneca Energy and Model City generate and sell electricity using methane gas obtained from landfills owned by outside parties.

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification. Certain prior year amounts have been reclassified to conform with current year presentation. This includes the reclassification of $63.7 million from Other Regulatory Liabilities to Other Regulatory Assets on the Consolidated Balance Sheet at September 30, 2011. This reclassification pertains to pension and post-retirement benefit regulatory asset and regulatory liability balances. The Company has switched from a “gross” presentation to a “net” presentation, which is consistent with the methodology used by the various regulators in analyzing such regulatory asset and liability balances. This reclassification did not impact the Consolidated Statement of Income. In the March 31, 2011 Consolidated Statement of Cash Flows, the change in Other Liabilities was increased by $0.5 million and the change in Other Assets was reduced by $0.5 million.

Earnings for Interim Periods. The Company, in its opinion, has included all adjustments that are necessary for a fair statement of the results of operations for the reported periods. The consolidated financial statements and notes thereto, included herein, should be read in conjunction with the financial statements and notes for the years ended September 30, 2011, 2010 and 2009 that are included in the Company’s 2011 Form 10-K. The consolidated financial statements for the year ended September 30, 2012 will be audited by the Company’s independent registered public accounting firm after the end of the fiscal year.

The earnings for the six months ended March 31, 2012 should not be taken as a prediction of earnings for the entire fiscal year ending September 30, 2012. Most of the business of the Utility and Energy Marketing segments is seasonal in nature and is influenced by weather conditions. Due to the seasonal nature of the heating business in the Utility and Energy Marketing segments, earnings during the winter months normally represent a substantial part of the earnings that those segments are expected to achieve for the entire fiscal year. The Company’s business segments are discussed more fully in Note 7 – Business Segment Information.

Consolidated Statement of Cash Flows. For purposes of the Consolidated Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity of generally three months or less to be cash equivalents.

At March 31, 2012, the Company accrued $93.6 million of capital expenditures in the Exploration and Production segment, the majority of which was in the Appalachian region. The Company also accrued $12.9 million of capital expenditures in the Pipeline and Storage segment and $7.9 million of capital expenditures in the All Other category at March 31, 2012. These amounts were excluded from the Consolidated Statement of Cash Flows at March 31, 2012 since they represent non-cash investing activities at that date. Accrued capital expenditures at March 31, 2012 are included in Other Accruals and Current Liabilities on the Consolidated Balance Sheet.

 

- 12 -


Table of Contents

At September 30, 2011, the Company accrued $63.5 million of capital expenditures in the Exploration and Production segment, the majority of which was in the Appalachian region. The Company also accrued $7.3 million of capital expenditures in the Pipeline and Storage segment. In addition, the Company accrued $1.4 million of capital expenditures in the All Other category. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2011 since they represented non-cash investing activities at that date. These capital expenditures were paid during the quarter ended December 31, 2011 and have been included in the Consolidated Statement of Cash Flows for the six months ended March 31, 2012. Accrued capital expenditures at September 30, 2011 are included in Other Accruals and Current Liabilities on the Consolidated Balance Sheet.

At March 31, 2011, the Company accrued $43.9 million of capital expenditures in the Exploration and Production segment, the majority of which was in the Appalachian region. The Company also accrued $2.0 million of capital expenditures in the Pipeline and Storage segment at March 31, 2011. These amounts were excluded from the Consolidated Statement of Cash Flows at March 31, 2011 since they represented non-cash investing activities at that date.

At September 30, 2010, the Company accrued $55.5 million of capital expenditures in the Exploration and Production segment, the majority of which was in the Appalachian region. This amount was excluded from the Consolidated Statement of Cash Flows at September 30, 2010 since it represented a non-cash investing activity at that date. These capital expenditures were paid during the quarter ended December 31, 2010 and have been included in the Consolidated Statement of Cash Flows for the six months ended March 31, 2011.

Hedging Collateral Deposits. This is an account title for cash held in margin accounts funded by the Company to serve as collateral for hedging positions. At March 31, 2012, the Company had hedging collateral deposits of $10.1 million related to its exchange-traded futures contracts and $8.8 million related to its over-the-counter crude oil swap agreements. At September 30, 2011, the Company had hedging collateral deposits of $5.5 million related to its exchange-traded futures contracts and $14.2 million related to its over-the-counter crude oil swap agreements. In accordance with its accounting policy, the Company does not offset hedging collateral deposits paid or received against related derivative financial instruments liability or asset balances.

Gas Stored Underground - Current. In the Utility segment, gas stored underground – current is carried at lower of cost or market, on a LIFO method. Gas stored underground – current normally declines during the first and second quarters of the year and is replenished during the third and fourth quarters. In the Utility segment, the current cost of replacing gas withdrawn from storage is recorded in the Consolidated Statements of Income and a reserve for gas replacement is recorded in the Consolidated Balance Sheets under the caption “Other Accruals and Current Liabilities.” Such reserve, which amounted to $52.1 million at March 31, 2012, is reduced to zero by September 30 of each year as the inventory is replenished.

Property, Plant and Equipment. In the Company’s Exploration and Production segment, oil and gas property acquisition, exploration and development costs are capitalized under the full cost method of accounting. Under this methodology, all costs associated with property acquisition, exploration and development activities are capitalized, including internal costs directly identified with acquisition, exploration and development activities. The internal costs that are capitalized do not include any costs related to production, general corporate overhead, or similar activities. The Company does not recognize any gain or loss on the sale or other disposition of oil and gas properties unless the gain or loss would significantly alter the relationship between capitalized costs and proved reserves of oil and gas attributable to a cost center.

Capitalized costs include costs related to unproved properties, which are excluded from amortization until proved reserves are found or it is determined that the unproved properties are impaired. Such costs amounted to $275.2 million and $226.3 million at March 31, 2012 and September 30, 2011, respectively. All costs related to unproved properties are reviewed quarterly to determine if impairment has occurred. The amount of any impairment is transferred to the pool of capitalized costs being amortized.

Capitalized costs are subject to the SEC full cost ceiling test. The ceiling test, which is performed each quarter, determines a limit, or ceiling, on the amount of property acquisition, exploration and development costs that can be capitalized. The ceiling under this test represents (a) the present value of

 

- 13 -


Table of Contents

estimated future net cash flows, excluding future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet, using a discount factor of 10%, which is computed by applying prices of oil and gas (as adjusted for hedging) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet, less estimated future expenditures, plus (b) the cost of unevaluated properties not being depleted, less (c) income tax effects related to the differences between the book and tax basis of the properties. The natural gas and oil prices used to calculate the full cost ceiling are based on an unweighted arithmetic average of the first day of the month oil and gas prices for each month within the twelve-month period prior to the end of the reporting period. If capitalized costs, net of accumulated depreciation, depletion and amortization and related deferred income taxes, exceed the ceiling at the end of any quarter, a permanent impairment is required to be charged to earnings in that quarter. At March 31, 2012, the ceiling exceeded the book value of the oil and gas properties by approximately $279.6 million.

Accumulated Other Comprehensive Loss. The components of Accumulated Other Comprehensive Loss, net of related tax effect, are as follows (in thousands):

 

     At March 31, 2012     At September 30, 2011  

Funded Status of the Pension and Other Post-Retirement Benefit Plans

   $ (89,587   $ (89,587

Net Unrealized Gain on Derivative Financial Instruments

     34,385        40,979   

Net Unrealized Gain on Securities Available for Sale

     3,313        909   
  

 

 

   

 

 

 

Accumulated Other Comprehensive Loss

   $ (51,889   $ (47,699
  

 

 

   

 

 

 

Other Current Assets. The components of the Company’s Other Current Assets are as follows (in thousands):

 

     At March 31, 2012      At September 30, 2011  

Prepayments

   $ 3,246       $ 9,489   

Prepaid Property and Other Taxes

     20,760         13,240   

Federal Income Taxes Receivable

     390         385   

State Income Taxes Receivable

     1,955         6,124   

Fair Values of Firm Commitments

     14,003         9,096   
  

 

 

    

 

 

 
   $ 40,354       $ 38,334   
  

 

 

    

 

 

 

Earnings Per Common Share. Basic earnings per common share is computed by dividing net income available for common stock by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For purposes of determining earnings per common share, the only potentially dilutive securities the Company has outstanding are stock options, SARs and restricted stock units. The diluted weighted average shares outstanding shown on the Consolidated Statements of Income reflects the potential dilution as a result of these securities as determined using the Treasury Stock Method. Stock options, SARs and restricted stock units that are antidilutive are excluded from the calculation of diluted earnings per common share. There were 879,847 and 297,081 securities excluded as being antidilutive for the quarter and six months ended March 31, 2012, respectively. There were 10,959 and 140 securities excluded as being antidilutive for the quarter and six months ended March 31, 2011, respectively.

Stock-Based Compensation. During the six months ended March 31, 2012, the Company granted 166,000 non-performance based SARs having a weighted average exercise price of $55.09 per share. The weighted average grant date fair value of these SARs was $11.20 per share. These SARs will be settled in shares of common stock of the Company and are considered equity awards under the current authoritative guidance for stock-based compensation. The accounting for those SARs is the same as the accounting for stock options. There were no SARs granted during the quarter ended March 31, 2012. The non-performance based SARs granted during the six months ended March 31, 2012 vest annually in one-third increments and

 

- 14 -


Table of Contents

become exercisable on the third anniversary of the date of grant. The weighted average grant date fair value of these non-performance based SARs granted during the six months ended March 31, 2012 was estimated on the date of grant using the same accounting treatment that is applied for stock options. There were no stock options granted during the quarter or six months ended March 31, 2012.

The Company granted 41,525 restricted share awards (non-vested stock as defined by the current accounting literature) during the six months ended March 31, 2012. The weighted average fair value of such restricted shares was $55.09 per share. There were no restricted share awards granted during the quarter ended March 31, 2012. In addition, the Company granted 1,500 and 57,500 restricted stock units during the quarter and six months ended March 31, 2012, respectively. The weighted average fair value of such restricted stock units was $43.84 per share and $48.64 per share for the quarter and six months ended March 31, 2012, respectively. Restricted stock units represent the right to receive shares of common stock of the Company (or the equivalent value in cash or a combination of cash and shares of common stock of the Company, as determined by the Company) at the end of a specified time period. These restricted stock units do not entitle the participant to receive dividends during the vesting period. The accounting for these restricted stock units is the same as the accounting for restricted share awards, except that the fair value at the date of grant of the restricted stock units must be reduced by the present value of forgone dividends over the vesting term of the award.

The Company did not fully recognize a tax benefit from excess tax deductions related to stock-based compensation for calendar years 2011 through 2009 due to tax loss carryforwards. The Company expects to recognize additional tax benefits of $32.6 million as an adjustment to Paid in Capital in future years as the tax loss carryforwards are utilized.

New Authoritative Accounting and Financial Reporting Guidance. In May 2011, the FASB issued authoritative guidance regarding fair value measurement as a joint project with the IASB. The objective of the guidance was to bring together as closely as possible the fair value measurement and disclosure guidance issued by the two boards. The guidance includes a few updates to measurement guidance and some enhanced disclosure requirements. For all Level 3 fair value measurements, the guidance requires quantitative information about significant unobservable inputs used and a description of the valuation processes in place. The guidance also requires a qualitative discussion about the sensitivity of recurring Level 3 fair value measurements and information about any transfers between Level 1 and Level 2 of the fair value hierarchy. The new guidance also contains a requirement that all fair value measurements, whether they are recorded on the balance sheet or disclosed in the footnotes, be classified as Level 1, Level 2 or Level 3 within the fair value hierarchy. This authoritative guidance became effective for the quarter ended March 31, 2012. The Company has updated its disclosures to reflect the new requirements in Note 2 – Fair Value Measurements.

In June 2011, the FASB issued authoritative guidance regarding the presentation of comprehensive income. The new guidance allows companies only two choices for presenting net income and other comprehensive income: in a single continuous statement, or in two separate, but consecutive, statements. The guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. This authoritative guidance will be effective as of the Company’s first quarter of fiscal 2013 and is not expected to have a significant impact on the Company’s results of operations.

In September 2011, the FASB issued revised authoritative guidance that simplifies the testing of goodwill for impairment. The revised guidance allows companies the option to perform a “qualitative” assessment to determine whether further impairment testing is necessary. The revised authoritative guidance is required to be effective for the Company’s annual impairment test performed in fiscal 2013. While early adoption is permitted, the Company has not adopted the new provisions to date.

In December 2011, the FASB issued authoritative guidance requiring enhanced disclosures regarding offsetting assets and liabilities. Companies are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This authoritative guidance will be effective as of the Company’s first quarter of fiscal 2014 and is not expected to have a significant impact on the Company’s financial statements.

 

- 15 -


Table of Contents

Note 2 – Fair Value Measurements

The FASB authoritative guidance regarding fair value measurements establishes a fair-value hierarchy and prioritizes the inputs used in valuation techniques that measure fair value. Those inputs are prioritized into three levels. Level 1 inputs are unadjusted quoted prices in active markets for assets or liabilities that the Company can access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly at the measurement date. Level 3 inputs are unobservable inputs for the asset or liability at the measurement date. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

The following table sets forth, by level within the fair value hierarchy, the Company’s financial assets and liabilities (as applicable) that were accounted for at fair value on a recurring basis as of March 31, 2012 and September 30, 2011. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

Recurring Fair Value Measures    At fair value as of March 31, 2012  

(Thousands of Dollars)

   Level 1      Level 2     Level 3     Total  

Assets:

         

Cash Equivalents – Money Market Mutual Funds

   $ 162,382       $ —        $ —        $ 162,382   

Derivative Financial Instruments:

         

Commodity Futures Contracts – Gas

     576         —          —          576   

Over the Counter Swaps – Gas

     —           121,184        —          121,184   

Other Investments:

         

Balanced Equity Mutual Fund

     24,234         —          —          24,234   

Common Stock – Financial Services Industry

     5,355         —          —          5,355   

Other Common Stock

     293         —          —          293   

Hedging Collateral Deposits

     18,872         —          —          18,872   
  

 

 

    

 

 

   

 

 

   

 

 

 

Total

   $ 211,712       $ 121,184      $ —        $ 332,896   
  

 

 

    

 

 

   

 

 

   

 

 

 

Liabilities:

         

Derivative Financial Instruments:

         

Commodity Futures Contracts – Gas

   $ 6,690       $ —        $ —        $ 6,690   

Over the Counter Swaps – Oil

     —           —          68,754        68,754   

Over the Counter Swaps – Gas

     —           (8,557     —          (8,557
  

 

 

    

 

 

   

 

 

   

 

 

 

Total

   $ 6,690       $ (8,557   $ 68,754      $ 66,887   
  

 

 

    

 

 

   

 

 

   

 

 

 

Total Net Assets/(Liabilities)

   $ 205,022       $ 129,741      $ (68,754   $ 266,009   
  

 

 

    

 

 

   

 

 

   

 

 

 

 

- 16 -


Table of Contents
Recurring Fair Value Measures    At fair value as of September 30, 2011  

(Thousands of Dollars)

   Level 1      Level 2      Level 3     Total  

Assets:

          

Cash Equivalents – Money Market Mutual Funds

   $ 32,444       $ —         $ —        $ 32,444   

Derivative Financial Instruments:

          

Over the Counter Swaps – Gas

     —           75,113         —          75,113   

Over the Counter Swaps – Oil

     —           —           972        972   

Other Investments:

          

Balanced Equity Mutual Fund

     19,882         —           —          19,882   

Common Stock – Financial Services Industry

     4,478         —           —          4,478   

Other Common Stock

     226         —           —          226   

Hedging Collateral Deposits

     19,701         —           —          19,701   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 76,731       $ 75,113       $ 972      $ 152,816   
  

 

 

    

 

 

    

 

 

   

 

 

 

Liabilities:

          

Derivative Financial Instruments:

          

Commodity Futures Contracts – Gas

   $ 3,292       $ —         $ —        $ 3,292   

Over the Counter Swaps – Oil

     —           —           6,382        6,382   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 3,292       $ —         $ 6,382      $ 9,674   
  

 

 

    

 

 

    

 

 

   

 

 

 

Total Net Assets/(Liabilities)

   $ 73,439       $ 75,113       $ (5,410   $ 143,142   
  

 

 

    

 

 

    

 

 

   

 

 

 

Derivative Financial Instruments

At March 31, 2012, the derivative financial instruments reported in Level 1 consist of natural gas NYMEX futures contracts used in the Company’s Energy Marketing and Pipeline and Storage segments (at September 30, 2011, the derivative financial instruments reported in Level 1 consist of NYMEX futures used in the Company’s Energy Marketing segment). Hedging collateral deposits of $10.1 million (at March 31, 2012) and $5.5 million (at September 30, 2011), which are associated with these futures contracts have been reported in Level 1 as well. The derivative financial instruments reported in Level 2 at March 31, 2012 and September 30, 2011 consist of natural gas price swap agreements used in the Company’s Exploration and Production and Energy Marketing segments. The fair value of the Level 2 price swap agreements is based on an internal, discounted cash flow model that uses observable inputs (i.e. LIBOR based discount rates and basis differential information, if applicable, at active natural gas and crude oil trading markets). The derivative financial instruments reported in Level 3 consist of all of the Company’s Exploration and Production segment’s crude oil price swap agreements at March 31, 2012 and September 30, 2011. Hedging collateral deposits of $8.8 million and $14.2 million associated with these crude oil price swap agreements have been reported in Level 1 at March 31, 2012 and September 30, 2011, respectively. The fair value of the Level 3 crude oil price swap agreements is based on an internal, discounted cash flow model that uses both observable (i.e. LIBOR based discount rates) and unobservable inputs (i.e. basis differential information of crude oil trading markets with low trading volume). The significant unobservable input used in the fair value measurement of the over-the-counter crude oil swaps is the basis differential between Midway Sunset oil and NYMEX contracts. Significant changes in the assumed basis differential could result in a significant change in value of the derivative financial instrument. At March 31, 2012, it was assumed that Midway Sunset oil was 110.3% of NYMEX. This is based on a historical twelve month average of Midway Sunset oil sales verses NYMEX settlements. During this twelve month period, the price of Midway Sunset oil ranged from 104.5% to 125.0% of NYMEX. If the basis differential between Midway Sunset oil and NYMEX contracts used in the fair value measurement calculation at March 31, 2012 had been 10 percentage points lower, the fair value of the Level 3 crude oil price swap agreements liability would have been approximately $25.6 million lower. If the basis differential between Midway Sunset oil and NYMEX contracts used in the fair value measurement at March 31, 2012 had been 10 percentage points higher, the fair value measurement of the Level 3 crude oil price swap agreements liability would have been approximately $25.8 million higher. These calculated amounts are based solely on basis differential changes and do not take into account any other changes to the fair value measurement calculation.

 

- 17 -


Table of Contents

Based on an assessment of the counterparties’ credit risk, the fair market value of the price swap agreements reported as Level 2 assets has been reduced by $0.9 million at March 31, 2012 and the fair market value of the price swap agreements reported as Level 2 and Level 3 assets has been reduced by $2.0 million at September 30, 2011. Based on an assessment of the Company’s credit risk, the fair market value of the price swap agreements reported as Level 2 and Level 3 liabilities at March 31, 2012 has been reduced by $0.1 million and the fair market value of the price swap agreements reported as Level 3 liabilities has not been reduced at September 30, 2011. These credit reserves were determined by applying default probabilities to the anticipated cash flows that the Company is either expecting from its counterparties or expecting to pay to its counterparties.

The tables listed below provide reconciliations of the beginning and ending net balances for assets and liabilities measured at fair value and classified as Level 3 for the quarters and six months ended March 31, 2012 and 2011, respectively. For the quarters and six months ended March 31, 2012 and March 31, 2011, no transfers in or out of Level 1 or Level 2 occurred. There were no purchases or sales of derivative financial instruments during the periods presented in the tables below. All settlements of the derivative financial instruments are reflected in the Gains/Losses Realized and Included in Earnings column of the tables below.

 

0000000000010 0000000000010 0000000000010 0000000000010 0000000000010
            Total Gains/Losses               

Fair Value Measurements Using Unobservable Inputs (Level 3)

(Thousands of Dollars)

   January  1,
2012
    (Gains)/
Losses
Realized and
Included in
Earnings
    Gains/(Losses)
Unrealized and
Included in
Other
Comprehensive
Income (Loss)
    Transfer
In/Out  of
Level 3
     March  31,
2012
 

Derivative Financial Instruments(2)

   $ (54,773   $ 13,523 (1)    $ (27,504   $ —         $ (68,754

 

(1)

Amounts are reported in Operating Revenues in the Consolidated Statement of Income for the three months ended March 31, 2012.

(2) 

Derivative Financial Instruments are shown on a net basis.

 

00000000000 00000000000 00000000000 00000000000 00000000000
            Total Gains/Losses               

Fair Value Measurements Using Unobservable Inputs (Level 3)

(Thousands of Dollars)

   October  1,
2011
    (Gains)/
Losses
Realized and
Included in
Earnings
    Gains/(Losses)
Unrealized and
Included in
Other
Comprehensive
Income (Loss)
    Transfer
In/Out  of
Level 3
     March 31,
2012
 

Derivative Financial Instruments(2)

   $ (5,410   $ 26,135 (1)    $ (89,479   $ —         $ (68,754

 

(1)

Amounts are reported in Operating Revenues in the Consolidated Statement of Income for the six months ended March 31, 2012.

(2) 

Derivative Financial Instruments are shown on a net basis.

 

00000000000 00000000000 00000000000 00000000000 00000000000
            Total Gains/Losses               

Fair Value Measurements Using Unobservable Inputs (Level 3)

(Thousands of Dollars)

   January  1,
2011
    (Gains)/
Losses
Realized and
Included in
Earnings
    Gains/(Losses)
Unrealized and
Included in
Other
Comprehensive
Income (Loss)
    Transfer
In/Out  of
Level 3
     March  31,
2011
 

Derivative Financial Instruments(2)

   $ (37,407   $ 9,566 (1)    $ (44,072   $ —         $ (71,913

 

(1)

Amounts are reported in Operating Revenues in the Consolidated Statement of Income for the three months ended March 31, 2011.

(2) 

Derivative Financial Instruments are shown on a net basis.

 

- 18 -


Table of Contents
           Total Gains/Losses               

Fair Value Measurements Using Unobservable Inputs (Level 3)

(Thousands of Dollars)

   October  1,
2010
    (Gains)/
Losses
Realized and
Included in
Earnings
    Gains/(Losses)
Unrealized and
Included in
Other
Comprehensive
Income (Loss)
    Transfer
In/Out  of
Level 3
     March 31,
2011
 

Derivative Financial Instruments(2)

   $ (16,483   $ 13,168 (1)    $ (68,598   $ —         $ (71,913

 

(1)

Amounts are reported in Operating Revenues in the Consolidated Statement of Income for the six months ended March 31, 2011.

(2) 

Derivative Financial Instruments are shown on a net basis.

Note 3 – Financial Instruments

Long-Term Debt. The fair market value of the Company’s debt, as presented in the table below, was determined using a discounted cash flow model, which incorporates the Company’s credit ratings and current market conditions in determining the yield, and subsequently, the fair market value of the debt. Based on these criteria, the fair market value of long-term debt, including current portion, was as follows (in thousands):

 

     March 31, 2012      September 30, 2011  
     Carrying
Amount
     Fair Value      Carrying
Amount
     Fair Value  

Long-Term Debt

   $ 1,399,000       $ 1,554,323       $ 1,049,000       $ 1,198,585   

The fair value amounts are not intended to reflect principal amounts that the Company will ultimately be required to pay. Carrying amounts for other financial instruments recorded on the Company’s Consolidated Balance Sheets approximate fair value. The fair value of long-term debt was calculated using observable inputs (U.S. Treasuries/LIBOR for the risk free component and company specific credit spread information – generally obtained from recent trade activity in the debt). As such, the Company considers the debt to be Level 2.

Temporary cash investments, notes payable to banks and commercial paper are stated at cost. Temporary cash investments are considered Level 1, while notes payable to banks and commercial paper are considered to be Level 2. Given the short-term nature of the notes payable to banks and commercial paper, the Company believes cost is a reasonable approximation of fair value.

Other Investments. Investments in life insurance are stated at their cash surrender values or net present value as discussed below. Investments in an equity mutual fund and the stock of an insurance company (marketable equity securities), as discussed below, are stated at fair value based on quoted market prices.

Other investments include cash surrender values of insurance contracts (net present value in the case of split-dollar collateral assignment arrangements) and marketable equity securities. The values of the insurance contracts amounted to $55.7 million and $54.8 million at March 31, 2012 and September 30, 2011, respectively. The fair value of the equity mutual fund was $24.2 million at March 31, 2012 and $19.9 million at September 30, 2011. The gross unrealized gain on this equity mutual fund was $2.2 million at March 31, 2012. The gross unrealized loss on the equity mutual fund was $0.7 million at September 30, 2011. The fair value of the stock of an insurance company was $5.4 million at March 31, 2012 and $4.5 million at September 30, 2011. The gross unrealized gain on this stock was $2.9 million at March 31, 2012 and $2.1 million at September 30, 2011. The insurance contracts and marketable equity securities are primarily informal funding mechanisms for various benefit obligations the Company has to certain employees.

Derivative Financial Instruments. The Company uses derivative instruments to manage commodity price risk in the Exploration and Production and Energy Marketing segments. The Company enters into futures contracts and over-the-counter swap agreements for natural gas and crude oil to manage the price risk

 

- 19 -


Table of Contents

associated with forecasted sales of gas and oil. The Company also enters into futures contracts and swaps to manage the risk associated with forecasted gas purchases, storage of gas, withdrawal of gas from storage to meet customer demand and the potential decline in the value of gas held in storage. The duration of the majority of the Company’s hedges does not typically exceed 3 years.

The Company has presented its net derivative assets and liabilities as “Fair Value of Derivative Financial Instruments” on its Consolidated Balance Sheets at March 31, 2012 and September 30, 2011. All of the derivative financial instruments reported on those line items related to commodity contracts as discussed in the paragraph above.

The following table discloses the fair value of derivative contracts on a gross-contract basis as opposed to the net-contract basis presentation on the Consolidated Balance Sheets at March 31, 2012 and September 30, 2011.

 

    Fair Values of Derivative Instruments  
    (Dollar Amounts in Thousands)  

Derivatives

Designated as

Hedging

Instruments

  Gross Asset Derivatives     Gross Liability Derivatives  

Commodity Contracts – at March 31, 2012

  $  135,583      $  80,710   

Commodity Contracts – at September 30, 2011

  $ 90,253      $ 23,842   

Cash flow hedges

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (loss) and reclassified into earnings in the period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

As of March 31, 2012, the Company’s Exploration and Production segment had the following commodity derivative contracts (swaps) outstanding to hedge forecasted sales (where the Company uses short positions (i.e. positions that pay-off in the event of commodity price decline) to mitigate the risk of decreasing revenues and earnings):

 

Commodity

  

Units

Natural Gas    72.5 Bcf (all short positions)
Crude Oil    2,502,000 Bbls (all short positions)

As of March 31, 2012, the Company’s Energy Marketing segment had the following commodity derivative contracts (futures contracts and swaps) outstanding to hedge forecasted sales (where the Company uses short positions to mitigate the risk associated with natural gas price decreases and its impact on decreasing revenues and earnings) and purchases (where the Company uses long positions (i.e. positions that pay-off in the event of commodity price increases) to mitigate the risk of increasing natural gas prices, which would lead to increased purchased gas expense and decreased earnings):

 

Commodity

  

Units

Natural Gas    8.8 Bcf (5.3 Bcf short positions (forecasted storage withdrawals) and 3.5 Bcf long positions (forecasted storage injections))

 

- 20 -


Table of Contents

As of March 31, 2012, the Company’s Pipeline and Storage segment has the following commodity derivative contracts (futures contracts) outstanding to hedge forecasted sales (where the Company uses short positions to mitigate the risk associated with natural gas price decreases and its impact on decreasing revenues and earnings):

 

Commodity

  

Units

Natural Gas    1.2 Bcf (all short positions)

As of March 31, 2012, the Company’s Exploration and Production segment had $59.0 million ($34.4 million after tax) of net hedging gains included in the accumulated other comprehensive income (loss) balance. It is expected that $42.2 million ($24.6 million after tax) of these gains will be reclassified into the Consolidated Statement of Income within the next 12 months as the expected sales of the underlying commodities occur. See Note 1, under Accumulated Other Comprehensive Income (Loss), for the after-tax gain (loss) pertaining to derivative financial instruments for both the Exploration and Production and Energy Marketing segments.

As of March 31, 2012, the Company’s Energy Marketing segment had less than $0.1 million of net hedging losses included in the accumulated other comprehensive income (loss) balance. See Note 1, under Accumulated Other Comprehensive Income (Loss), for the after-tax gain pertaining to derivative financial instruments for both the Exploration and Production and Energy Marketing segments.

 

- 21 -


Table of Contents
0000000000 0000000000 0000000000 0000000000 0000000000 0000000000 0000000000 0000000000

The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the

Three Months Ended March 31, 2012 and 2011 (Thousands of Dollars)

 

Derivatives in

Cash Flow

Hedging

Relationships

   Amount of
Derivative Gain or
(Loss)
Recognized in
Other
Comprehensive
Income (Loss) on
the Consolidated
Statement of
Comprehensive
Income (Loss)
(Effective Portion)
for the Three
Months Ended
March 31,
    Location of
Derivative Gain
or (Loss)
Reclassified
from
Accumulated
Other
Comprehensive
Income (Loss)
on the
Consolidated
Balance Sheet
into the
Consolidated
Statement of
Income
(Effective
Portion)
   Amount of
Derivative Gain  or
(Loss)
Reclassified from
Accumulated
Other
Comprehensive
Income (Loss) on
the Consolidated
Balance Sheet
into the
Consolidated
Statement of
Income (Effective
Portion) for the
Three Months
Ended
March 31,
     Location of
Derivative
Gain or
(Loss)
Recognized
in the
Consolidated
Statement of
Income
(Ineffective
Portion and
Amount
Excluded
from
Effectiveness
Testing)
   Derivative Gain
or (Loss)
Recognized in
the
Consolidated
Statement of
Income
(Ineffective
Portion and
Amount
Excluded
from

Effectiveness
Testing) for
the

Three Months
Ended
March 31,
 
     2012      2011          2012      2011           2012      2011  

Commodity Contracts – Exploration & Production segment

   $ 13,463       $ (41,586   Operating
Revenue
   $  12,569       $  1,956       Operating
Revenue
   $ —         $ —     

Commodity Contracts – Energy Marketing segment

   $ 459       $ 872      Purchased Gas    $ 3,040       $ 5,256       Operating
Revenue
   $ —         $ —     

Commodity Contracts – Pipeline & Storage segment

   $ 576       $ (130   Operating
Revenue
   $ 576       $ —         Operating
Revenue
   $ —         $ —     
  

 

 

    

 

 

      

 

 

    

 

 

       

 

 

    

 

 

 

Total

   $ 14,498       $ (40,844      $ 16,185       $ 7,212          $ —         $ —     
  

 

 

    

 

 

      

 

 

    

 

 

       

 

 

    

 

 

 

 

- 22 -


Table of Contents
0000000000 0000000000 0000000000 0000000000 0000000000 0000000000 0000000000 0000000000

The Effect of Derivative Financial Instruments on the Statement of Financial Performance for the

Six Months Ended March 31, 2012 and 2011 (Thousands of Dollars)

 

Derivatives in

Cash Flow

Hedging

Relationships

   Amount of
Derivative Gain or
(Loss)
Recognized in
Other
Comprehensive
Income (Loss) on
the Consolidated
Statement of
Comprehensive
Income (Loss)
(Effective Portion)
for the Six Months
Ended March 31,
    Location of
Derivative Gain
or (Loss)
Reclassified
from
Accumulated
Other
Comprehensive
Income (Loss)
on the
Consolidated
Balance Sheet
into the
Consolidated
Statement of
Income
(Effective
Portion)
   Amount of
Derivative Gain  or
(Loss)
Reclassified from
Accumulated
Other
Comprehensive
Income (Loss) on
the Consolidated
Balance Sheet
into the
Consolidated
Statement of
Income (Effective
Portion) for the
Six Months Ended
March 31,
     Location of
Derivative
Gain or
(Loss)
Recognized
in the
Consolidated
Statement of
Income
(Ineffective
Portion and
Amount
Excluded
from
Effectiveness
Testing)
   Derivative Gain
or (Loss)
Recognized in
the
Consolidated
Statement of
Income
(Ineffective
Portion and
Amount
Excluded
from

Effectiveness
Testing) for
the

Six Months
Ended
March 31,
 
     2012      2011          2012      2011           2012      2011  

Commodity Contracts – Exploration & Production segment

   $  9,539       $ (68,368   Operating
Revenue
   $ 17,990       $ 10,963       Operating
Revenue
   $ —         $ —     

Commodity Contracts – Energy Marketing segment

   $ 6,538       $ 603      Purchased Gas    $ 9,484       $ 5,302       Operating
Revenue
   $ —         $ —     

Commodity Contracts – Pipeline & Storage segment

   $ 576       $ (215   Operating
Revenue
   $ 576       $ —         Operating
Revenue
   $ —         $ —     
  

 

 

    

 

 

      

 

 

    

 

 

       

 

 

    

 

 

 

Total

   $  16,653       $ (67,980      $ 28,050       $ 16,265          $ —         $ —     
  

 

 

    

 

 

      

 

 

    

 

 

       

 

 

    

 

 

 

Fair value hedges

The Company’s Energy Marketing segment utilizes fair value hedges to mitigate risk associated with fixed price sales commitments, fixed price purchase commitments, and the decline in the value of certain natural gas held in storage. With respect to fixed price sales commitments, the Company enters into long positions to mitigate the risk of price increases for natural gas supplies that could occur after the Company enters into fixed price sales agreements with its customers. With respect to fixed price purchase commitments, the Company enters into short positions to mitigate the risk of price decreases that could occur after the Company locks into fixed price purchase deals with its suppliers. With respect to storage hedges, the Company enters into short positions to mitigate the risk of price decreases that could result in a lower of cost or market writedown of the value of natural gas in storage that is recorded in the Company’s financial statements. As of March 31, 2012, the Company’s Energy Marketing segment had fair value hedges covering approximately 9.5 Bcf (7.4 Bcf of fixed price sales commitments (all long positions), 1.8 Bcf of fixed price purchase commitments (all short positions) and 0.3 Bcf of commitments related to the withdrawal of storage gas (all short positions)). For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting gain or loss on the hedged item attributable to the hedged risk completely offset each other in current earnings, as shown below.

 

- 23 -


Table of Contents

Consolidated

Statement of Income

   Gain/(Loss) on Derivative      Gain/(Loss) on Commitment  

Operating Revenues

   $ 89,855       $ (89,855

Purchased Gas

   $ 1,108,074       $ (1,108,074

 

Derivatives in Fair Value Hedging

Relationships – Energy Marketing

segment

   Location of Derivative
Gain or  (Loss) Recognized
in the Consolidated
Statement of Income
   Amount of Derivative Gain or (Loss)
Recognized in the Consolidated
Statement of Income for the Six
Months Ended March 31, 2012
(In Thousands)
 

Commodity Contracts – Hedge of fixed price sales commitments of natural gas

   Operating Revenues    $ 90   

Commodity Contracts – Hedge of fixed price purchase commitments of natural gas

   Purchased Gas    $ 924   

Commodity Contracts – Hedge of natural gas held in storage

   Purchased Gas    $ 184   
     

 

 

 
      $ 1,198   
     

 

 

 

The Company may be exposed to credit risk on any of the derivative financial instruments that are in a gain position. Credit risk relates to the risk of loss that the Company would incur as a result of nonperformance by counterparties pursuant to the terms of their contractual obligations. To mitigate such credit risk, management performs a credit check, and then on a quarterly basis monitors counterparty credit exposure. The majority of the Company’s counterparties are financial institutions and energy traders. The Company has over-the-counter swap positions with eleven counterparties of which nine are in a net gain position. On average, the Company had $13.3 million of credit exposure per counterparty in a gain position at March 31, 2012. The maximum credit exposure per counterparty in a gain position at March 31, 2012 was $22.7 million. The Company had not received any collateral from these counterparties at March 31, 2012 since the Company’s gain position on such derivative financial instruments had not exceeded the established thresholds at which the counterparties would be required to post collateral, nor had the counterparties’ credit ratings declined to levels at which the counterparties were required to post collateral.

As of March 31, 2012, nine of the eleven counterparties to the Company’s outstanding derivative instrument contracts (specifically the over-the-counter swaps) had a common credit-risk related contingency feature. In the event the Company’s credit rating increases or falls below a certain threshold (applicable debt ratings), the available credit extended to the Company would either increase or decrease. A decline in the Company’s credit rating, in and of itself, would not cause the Company to be required to increase the level of its hedging collateral deposits (in the form of cash deposits, letters of credit or treasury debt instruments). If the Company’s outstanding derivative instrument contracts were in a liability position (or if the current liability were larger) and/or the Company’s credit rating declined, then additional hedging collateral deposits may be required. At March 31, 2012, the fair market value of the derivative financial instrument assets with a credit-risk related contingency feature was $82.0 million according to the Company’s internal model (discussed in Note 2 — Fair Value Measurements). At March 31, 2012, the fair market value of the derivative financial instrument liabilities with a credit-risk related contingency feature was $60.2 million according to the Company’s internal model (discussed in Note 2 — Fair Value Measurements). For its over-the-counter crude oil swap agreements, which are in a liability position, the Company was required to post $8.8 million in hedging collateral deposits at March 31, 2012. This is discussed in Note 1 under Hedging Collateral Deposits.

For its exchange traded futures contracts, which are in a liability position, the Company had posted $10.1 million in hedging collateral as of March 31, 2012. As these are exchange traded futures contracts, there are no specific credit-risk related contingency features. The Company posts hedging collateral based on open positions and margin requirements it has with its counterparties.

The Company’s requirement to post hedging collateral deposits is based on the fair value determined by the Company’s counterparties, which may differ from the Company’s assessment of fair

 

- 24 -


Table of Contents

value. Hedging collateral deposits may also include closed derivative positions in which the broker has not cleared the cash from the account to offset the derivative liability. The Company records liabilities related to closed derivative positions in Other Accruals and Current Liabilities on the Consolidated Balance Sheet. These liabilities are relieved when the broker clears the cash from the hedging collateral deposit account. This is discussed in Note 1 under Hedging Collateral Deposits.

Note 4 - Income Taxes

The components of federal and state income taxes included in the Consolidated Statements of Income are as follows (in thousands):

 

     Six Months Ended
March 31,
 
     2012     2011  

Current Income Taxes

    

Federal

   $ (4   $ —     

State

     3,906        3,677   

Deferred Income Taxes

    

Federal

     66,416        87,598   

State

     15,280        18,912   
  

 

 

   

 

 

 
     85,598        110,187   

Deferred Investment Tax Credit

     (291     (348
  

 

 

   

 

 

 

Total Income Taxes

   $ 85,307      $ 109,839   
  

 

 

   

 

 

 

Presented as Follows:

    

Other Income

   $ (291   $ (348

Income Tax Expense

     85,598        110,187   
  

 

 

   

 

 

 

Total Income Taxes

   $ 85,307      $ 109,839   
  

 

 

   

 

 

 

Total income taxes as reported differ from the amounts that were computed by applying the federal income tax rate to income before income taxes. The following is a reconciliation of this difference (in thousands):

 

     Six Months Ended
March 31,
 
     2012     2011  

U.S. Income Before Income Taxes

   $ 213,398      $ 283,993   
  

 

 

   

 

 

 

Income Tax Expense, Computed at Federal Statutory Rate of 35%

   $ 74,689      $ 99,398   

Increase (Reduction) in Taxes Resulting from:

    

State Income Taxes

     12,471        14,683   

Miscellaneous

     (1,853     (4,242
  

 

 

   

 

 

 

Total Income Taxes

   $ 85,307      $ 109,839   
  

 

 

   

 

 

 

 

- 25 -


Table of Contents

Significant components of the Company’s deferred tax liabilities and assets were as follows (in thousands):

 

     At March 31, 2012     At September 30, 2011  

Deferred Tax Liabilities:

    

Property, Plant and Equipment

   $ 1,185,296      $ 1,062,255   

Pension and Other Post-Retirement Benefit Costs

     208,404        217,302   

Other

     68,426        70,389   
  

 

 

   

 

 

 

Total Deferred Tax Liabilities

     1,462,126        1,349,946   
  

 

 

   

 

 

 

Deferred Tax Assets:

    

Pension and Other Post-Retirement Benefit Costs

     (263,532     (263,606

Tax Loss Carryforwards

     (99,590     (71,516

Other

     (78,496     (74,863
  

 

 

   

 

 

 

Total Deferred Tax Assets

     (441,618     (409,985
  

 

 

   

 

 

 

Total Net Deferred Income Taxes

   $ 1,020,508      $ 939,961   
  

 

 

   

 

 

 

Presented as Follows:

    

Net Deferred Tax Liability/(Asset) – Current

   $ (20,281   $ (15,423

Net Deferred Tax Liability – Non-Current

     1,040,789        955,384   
  

 

 

   

 

 

 

Total Net Deferred Income Taxes

   $ 1,020,508      $ 939,961   
  

 

 

   

 

 

 

As a result of certain realization requirements of the authoritative guidance on stock-based compensation, the table of deferred tax liabilities and assets shown above does not include certain deferred tax assets that arose directly from excess tax deductions related to stock-based compensation. Cumulative tax benefits of $32.6 million and $19.5 million for the periods ending March 31, 2012 and September 30, 2011, respectively, relating to the excess stock-based compensation deductions will be recorded in Paid in Capital in future years when such tax benefits are realized.

Regulatory liabilities representing the reduction of previously recorded deferred income taxes associated with rate-regulated activities that are expected to be refundable to customers amounted to $65.6 million and $65.5 million at March 31, 2012 and September 30, 2011, respectively. Also, regulatory assets representing future amounts collectible from customers, corresponding to additional deferred income taxes not previously recorded because of prior ratemaking practices, amounted to $146.6 million and $144.4 million at March 31, 2012 and September 30, 2011, respectively.

The Company files U.S. federal and various state income tax returns. The Internal Revenue Service (IRS) is currently conducting examinations of the Company for fiscal 2011 and fiscal 2012 in accordance with the Compliance Assurance Process (“CAP”). The CAP audit employs a real time review of the Company’s books and tax records by the IRS that is intended to permit issue resolution prior to the filing of the tax return. While the federal statute of limitations remains open for fiscal 2008 and later years, IRS examinations for fiscal 2008 and prior years have been completed and the Company believes such years are effectively settled. During fiscal 2009, consent was received from the IRS National Office approving the Company’s application to change its tax method of accounting for certain capitalized costs relating to its utility property. Local IRS examiners proposed to disallow most of the tax accounting method change recorded by the Company in fiscal 2009 and fiscal 2010. The Company has filed protests with the IRS Appeals Office disputing the local IRS findings.

The Company is also subject to various routine state income tax examinations. The Company’s principal subsidiaries operate mainly in four states which have statutes of limitations that generally expire between three to four years from the date of filing of the income tax return.

 

- 26 -


Table of Contents

Note 5 - Capitalization

Common Stock. During the six months ended March 31, 2012, the Company issued 392,494 original issue shares of common stock as a result of stock option and SARs exercises and 41,525 original issue shares for restricted stock awards (non-vested stock as defined by the current accounting literature for stock-based compensation). In addition, the Company issued 74,630 original issue shares of common stock for the Direct Stock Purchase and Dividend Reinvestment Plan. The Company also issued 7,986 original issue shares of common stock to the non-employee directors of the Company who receive compensation under the Company’s 2009 Non-Employee Director Equity Compensation Plan, as partial consideration for the directors’ services during the six months ended March 31, 2012. Holders of stock options, SARs or restricted stock will often tender shares of common stock to the Company for payment of option exercise prices and/or applicable withholding taxes. During the six months ended March 31, 2012, 155,462 shares of common stock were tendered to the Company for such purposes. The Company considers all shares tendered as cancelled shares restored to the status of authorized but unissued shares, in accordance with New Jersey law.

Current Portion of Long-Term Debt. Current Portion of Long-Term Debt at March 31, 2012 consists of $250 million of 5.25% notes that mature in March 2013. Current Portion of Long-Term Debt at September 30, 2011 consisted of $150 million of 6.70% notes that matured in November 2011.

Long-Term Debt. On December 1, 2011, the Company issued $500.0 million of 4.90% notes due December 1, 2021. After deducting underwriting discounts and commissions, the net proceeds to the Company amounted to $496.1 million. The holders of the notes may require the Company to repurchase their notes at a price equal to 101% of the principal amount in the event of a change in control and a ratings downgrade to a rating below investment grade. The proceeds of this debt issuance were used for general corporate purposes, including refinancing short-term debt that was used to pay the $150 million due at the maturity of the Company’s 6.70% notes in November 2011.

Note 6 - Commitments and Contingencies

Environmental Matters. The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. The Company has established procedures for the ongoing evaluation of its operations to identify potential environmental exposures and to comply with regulatory policies and procedures. It is the Company’s policy to accrue estimated environmental clean-up costs (investigation and remediation) when such amounts can reasonably be estimated and it is probable that the Company will be required to incur such costs.

The Company has agreed with the NYDEC to remediate a former manufactured gas plant site located in New York. In February 2009, the Company received approval from the NYDEC of a Remedial Design work plan (RDWP) for this site. In October 2010, the Company submitted a RDWP addendum to conduct additional Preliminary Design Investigation field activities necessary to design a successful remediation. An estimated minimum liability for remediation of this site of $14.1 million has been recorded.

At March 31, 2012, the Company has estimated its remaining clean-up costs related to former manufactured gas plant sites and third party waste disposal sites (including the former manufactured gas plant site discussed above) will be in the range of $15.6 million to $19.8 million. The minimum estimated liability of $15.6 million, which includes the $14.1 million discussed above, has been recorded on the Consolidated Balance Sheet at March 31, 2012. The Company expects to recover its environmental clean-up costs through rate recovery.

The Company is currently not aware of any material additional exposure to environmental liabilities. However, changes in environmental regulations, new information or other factors could adversely impact the Company.

Other. The Company is involved in other litigation and regulatory matters arising in the normal course of business. These other matters may include, for example, negligence claims and tax, regulatory or other governmental audits, inspections, investigations and other proceedings. These matters may involve state

 

- 27 -


Table of Contents

and federal taxes, safety, compliance with regulations, rate base, cost of service and purchased gas cost issues, among other things. While these other matters arising in the normal course of business could have a material effect on earnings and cash flows in the period in which they are resolved, an estimate of the possible loss or range of loss, if any, cannot be made at this time.

Note 7 – Business Segment Information

The Company reports financial results for four segments: Utility, Pipeline and Storage, Exploration and Production, and Energy Marketing. The division of the Company’s operations into reportable segments is based upon a combination of factors including differences in products and services, regulatory environment and geographic factors.

The data presented in the tables below reflect financial information for the segments and reconciliations to consolidated amounts. As stated in the 2011 Form 10-K, the Company evaluates segment performance based on income before discontinued operations, extraordinary items and cumulative effects of changes in accounting (when applicable). When these items are not applicable, the Company evaluates performance based on net income. There have been no changes in the basis of segmentation nor in the basis of measuring segment profit or loss from those used in the Company’s 2011 Form 10-K. As for segment assets, the only significant changes from the segment assets disclosed in the 2011 Form 10-K involve the Exploration and Production segment and Utility segment as well as Corporate and Intersegment Eliminations. Total Exploration and Production segment assets and Utility segment assets have increased by $387.3 million and $64.2 million, respectively, during the six months ended March 31, 2012. Corporate and Intersegment Eliminations assets have increased by $90.6 million, during the six months ended March 31, 2012.

 

Quarter Ended March 31, 2012 (Thousands)    Utility      Pipeline and
Storage
     Exploration
and
Production
     Energy
Marketing
     Total
Reportable
Segments
     All Other      Corporate and
Intersegment
Eliminations
    Total
Consolidated
 

Revenue from External Customers

   $ 296,786       $ 42,120       $ 136,926       $ 75,223       $ 551,055       $ 1,023       $ 231      $ 552,309   

Intersegment Revenues

   $ 5,551       $ 21,294       $ —         $ 269       $ 27,114       $ 3,159       $ (30,273   $ —     

Segment Profit:

                      

Net Income (Loss)

   $ 28,275       $ 12,841       $ 22,192       $ 3,310       $ 66,618       $ 1,339       $ (565   $ 67,392   

 

Six Months Ended March 31, 2012 (Thousands)    Utility      Pipeline and
Storage
     Exploration
and
Production
     Energy
Marketing
     Total
Reportable
Segments
     All Other      Corporate and
Intersegment
Eliminations
    Total
Consolidated
 

Revenue from External Customers

   $ 505,596       $ 77,345       $ 272,899       $ 126,445       $ 982,285       $ 1,960       $ 487      $ 984,732   

Intersegment Revenues

   $ 9,940       $ 42,359       $ —         $ 556       $ 52,855       $ 6,520       $ (59,375   $ —     

Segment Profit:

                      

Net Income (Loss)

   $ 47,628       $ 22,801       $ 52,507       $ 3,739       $ 126,675       $ 2,743       $ (1,327   $ 128,091   

 

- 28 -


Table of Contents
Quarter Ended March 31, 2011 (Thousands)    Utility      Pipeline and
Storage
     Exploration
and
Production
     Energy
Marketing
     Total
Reportable
Segments
     All Other      Corporate and
Intersegment
Eliminations
    Total
Consolidated
 

Revenue from External Customers

   $ 361,745       $ 39,669       $ 137,430       $ 121,321       $ 660,165       $ 472       $ 244      $ 660,881   

Intersegment Revenues

   $ 6,635       $ 20,632       $ —         $ —         $ 27,267       $ 2,538       $ (29,805   $ —     

Segment Profit:

                      

Net Income (Loss)

   $ 33,081       $ 10,955       $ 33,299       $ 6,299       $ 83,634       $ 32,181       $ (204   $ 115,611   
Six Months Ended March 31, 2011 (Thousands)    Utility      Pipeline and
Storage
     Exploration
and
Production
     Energy
Marketing
     Total
Reportable
Segments
     All Other      Corporate and
Intersegment
Eliminations
    Total
Consolidated
 

Revenue from External Customers

   $ 604,587       $ 73,182       $ 257,598       $ 174,973       $ 1,110,340       $ 1,021       $ 468      $ 1,111,829   

Intersegment Revenues

   $ 11,205       $ 40,514       $ —         $ —         $ 51,719       $ 4,216       $ (55,935   $ —     

Segment Profit:

                      

Net Income (Loss)

   $ 56,071       $ 19,533       $ 60,672       $ 7,231       $ 143,507       $ 31,606       $ (959   $ 174,154   

Note 8 – Retirement Plan and Other Post-Retirement Benefits

Components of Net Periodic Benefit Cost (in thousands):

 

     Retirement Plan     Other Post-Retirement Benefits  
Three months ended March 31,    2012     2011     2012     2011  

Service Cost

   $ 3,551      $ 3,693      $ 1,004      $ 1,069   

Interest Cost

     10,381        10,669        5,329        5,471   

Expected Return on Plan Assets

     (14,925     (14,776     (7,243     (7,291

Amortization of Prior Service Cost

     67        147        (534     (427

Amortization of Transition Amount

     —          —          3        135   

Amortization of Losses

     9,904        8,718        6,014        5,948   

Net Amortization and Deferral for Regulatory Purposes (Including Volumetric Adjustments) (1)

     2,200        3,556        5,141        6,042   
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ 11,178      $ 12,007      $ 9,714      $ 10,947   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

- 29 -


Table of Contents
     Retirement Plan     Other Post-Retirement Benefits  
Six months ended March 31,    2012     2011     2012     2011  

Service Cost

   $ 7,101      $ 7,386      $ 2,008      $ 2,138   

Interest Cost

     20,763        21,338        10,657        10,942   

Expected Return on Plan Assets

     (29,850     (29,552     (14,486     (14,582

Amortization of Prior Service Cost

     134        294        (1,069     (854

Amortization of Transition Amount

     —          —          5        270   

Amortization of Losses

     19,807        17,437        12,029        11,896   

Net Amortization and Deferral for Regulatory Purposes (Including Volumetric Adjustments) (1)

     399        1,762        7,274        7,963   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Periodic Benefit Cost

   $ 18,354      $ 18,665      $ 16,418      $ 17,773   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) 

The Company’s policy is to record retirement plan and other post-retirement benefit costs in the Utility segment on a volumetric basis to reflect the fact that the Utility segment experiences higher throughput of natural gas in the winter months and lower throughput of natural gas in the summer months.

Employer Contributions. During the six months ended March 31, 2012, the Company contributed $31.8 million to its tax-qualified, noncontributory defined-benefit retirement plan (Retirement Plan) and $15.3 million to its VEBA trusts and 401(h) accounts for its other post-retirement benefits. In the remainder of 2012, the Company expects to contribute $7.0 million to the Retirement Plan. Changes in the discount rate, other actuarial assumptions, and asset performance could ultimately cause the Company to fund larger amounts to the Retirement Plan in fiscal 2012 in order to be in compliance with the Pension Protection Act of 2006. In the remainder of 2012, the Company expects to contribute between $5.0 million and $6.0 million to its VEBA trusts and 401(h) accounts.

 

- 30 -


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

[Please note that this overview is a high-level summary

of items that are discussed in greater detail in subsequent sections of this report.]

The Company is a diversified energy holding company that owns a number of subsidiary operating companies, and reports financial results in four reportable business segments. For the quarter ended March 31, 2012 compared to the quarter ended March 31, 2011, the Company experienced a decrease in earnings of $48.2 million. For the six months ended March 31, 2012 compared to the six months ended March 31, 2011, the Company experienced a decrease in earnings of $46.1 million. The earnings decrease for both the quarter and six-month periods was primarily driven by the recognition of a gain on the sale of unconsolidated subsidiaries of $50.9 million ($31.4 million after tax) during the quarter ended March 31, 2011 in the All Other category that did not recur during the quarter and six months ended March 31, 2012. In February 2011, the Company sold its 50% equity method investments in Seneca Energy and Model City for $59.4 million. Seneca Energy and Model City generate and sell electricity using methane gas obtained from landfills owned by outside parties. The sale was the result of the Company’s strategy to pursue the sale of smaller, non-core assets in order to focus on its core businesses, including the development of the Marcellus Shale and the expansion of its pipeline business throughout the Appalachian region. Lower earnings in the Exploration and Production segment, Utility segment and Energy Marketing segment also contributed to the decrease in earnings for the quarter and six-month periods, slightly offset by higher earnings in the Pipeline and Storage segment. For further discussion of the Company’s earnings, refer to the Results of Operations section below.

The Marcellus Shale is a Middle Devonian-age geological shale formation that is present nearly a mile or more below the surface in the Appalachian region of the United States, including much of Pennsylvania and southern New York. Due to the depth at which this formation is found, drilling and completion costs, including the drilling and completion of horizontal wells with hydraulic fracturing, are very expensive. However, independent geological studies have indicated that this formation could yield natural gas reserves measured in the trillions of cubic feet. The Company controls the natural gas interests associated with approximately 745,000 net acres within the Marcellus Shale area, with a majority of the interests held in fee, carrying no royalty and no lease expirations. The Company’s reserve base has grown substantially from development in the Marcellus Shale. Natural gas proved developed and undeveloped reserves in the Appalachian region increased from 331 Bcf at September 30, 2010 to 607 Bcf at September 30, 2011. With this in mind, and with a natural desire to realize the value of these assets in a responsible and orderly fashion, the Company has spent significant amounts of capital in this region. For the six months ended March 31, 2012, the Company spent $355.0 million towards the development of the Marcellus Shale. While the Company remains focused on the development of the Marcellus Shale, the Company will be reducing its estimated capital expenditures for fiscal 2012 and fiscal 2013 in response to the significant decline in natural gas prices. The Exploration and Production segment estimated capital expenditures for fiscal 2012 have been reduced by approximately $110 million from what was reported at December 31, 2011. The Exploration and Production segment estimated capital expenditures for fiscal 2013 have been reduced by approximately $425 million from what was reported at September 30, 2011.

Coincident with the development of its Marcellus Shale acreage, the Company’s Pipeline and Storage segment is building pipeline gathering and transmission facilities to connect Marcellus Shale production with existing pipelines in the region and is pursuing the development of additional pipeline and storage capacity in order to meet anticipated demand for the large amount of Marcellus Shale production expected to come on-line in the months and years to come. One such project, Empire’s Tioga County Extension Project, was placed in service in November 2011. Supply Corporation’s planned Northern Access expansion project is also considered significant. Just like the Tioga County Extension Project, it is designed to receive natural gas produced from the Marcellus Shale and transport it to Canada and the Northeast United States to meet growing demand in those areas. During the past two years, Empire and Supply Corporation experienced a decline in the volumes of natural gas received at the Canada/United States border at the Niagara River to be shipped across their systems. The historical price advantage for gas sold at the Niagara import points has declined as production in the Canadian producing regions has declined or been diverted to other demand areas, and as production from new shale plays has increased in the United States. This factor has been causing shippers to seek alternative gas supplies and consequently alternative transportation routes. Empire’s Tioga County Extension Project is currently providing one such alternative

 

- 31 -


Table of Contents

transportation route and Supply Corporation’s Northern Access expansion project is designed to provide another alternative transportation route. Service for the Northern Access expansion project is expected to begin in November 2012. These projects, which are discussed more completely in the Investing Cash Flow section that follows, have or will involve significant capital expenditures.

From a capital resources perspective, the Company has largely been able to meet its capital expenditure needs for all of the above projects by using cash from operations. In addition, the Company’s December 2011 issuance of $500.0 million of 4.90% notes due in December 2021 enhanced its liquidity position to meet these needs. On January 6, 2012, the Company entered into an Amended and Restated Credit Agreement that replaced the Company’s $300.0 million committed credit facility with a similar committed credit facility totaling $750.0 million that extends to January 6, 2017.

The possibility of environmental risks associated with a well completion technology referred to as hydraulic fracturing continues to be debated. In Pennsylvania, where the Company is focusing its Marcellus Shale development efforts, the permitting and regulatory processes seem to strike a balance between the environmental concerns associated with hydraulic fracturing and the benefits of increased natural gas production. Hydraulic fracturing is a well stimulation technique that has been used for many years, and in the Company’s experience, one that the Company believes has little negative impact to the environment. Nonetheless, the potential for increased state or federal regulation of hydraulic fracturing could impact future costs of drilling in the Marcellus Shale and lead to operational delays or restrictions. There is also the risk that drilling could be prohibited on certain acreage that is prospective for the Marcellus Shale. For example, New York State had a moratorium in place that prevented hydraulic fracturing of new horizontal wells in the Marcellus Shale. The moratorium ended in July 2011 and the DEC has issued its recommendations for shale development and production. However, the recommendations have not gone into effect to date. Due to the small amount of Marcellus Shale acreage owned by the Company in New York State, the final outcome of the DEC’s recommendations are not expected to have a significant impact on the Company’s plans for Marcellus Shale development. Please refer to the Risk Factors section of the Form 10-K for the year ended September 30, 2011 for further discussion.

CRITICAL ACCOUNTING ESTIMATES

For a complete discussion of critical accounting estimates, refer to “Critical Accounting Estimates” in Item 7 of the Company’s 2011 Form 10-K and Item 2 of the Company’s December 31, 2011 Form 10-Q. There have been no material changes to those disclosures other than as set forth below. The information presented below updates and should be read in conjunction with the critical accounting estimates in those documents.

Oil and Gas Exploration and Development Costs. The Company, in its Exploration and Production segment, follows the full cost method of accounting for determining the book value of its oil and natural gas properties. In accordance with this methodology, the Company is required to perform a quarterly ceiling test. Under the ceiling test, the present value of future revenues from the Company’s oil and gas reserves based on an unweighted arithmetic average of the first day of the month oil and gas prices for each month within the twelve-month period prior to the end of the reporting period (the “ceiling”) is compared with the book value of the Company’s oil and gas properties at the balance sheet date. If the book value of the oil and gas properties exceeds the ceiling, a non-cash impairment charge must be recorded to reduce the book value of the oil and gas properties to the calculated ceiling. At March 31, 2012, the ceiling exceeded the book value of the oil and gas properties by approximately $279.6 million. The 12-month average of the first day of the month price for crude oil for each month during the twelve months ended March 31, 2012, based on posted Midway Sunset prices was $107.51 per Bbl. The 12-month average of the first day of the month price for natural gas for each month during the twelve months ended March 31, 2012, based on the quoted Henry Hub spot price for natural gas, was $3.73 per MMBtu. (Note – Because actual pricing of the Company’s various producing properties varies depending on their location and hedging, the actual various prices received for such production is utilized to calculate the ceiling, rather than the Midway Sunset and Henry Hub prices, which are only indicative of 12-month average prices for the twelve months ended March 31, 2012.) If natural gas average prices used in the ceiling test calculation at March 31,

 

- 32 -


Table of Contents

2012 had been $1 per MMBtu lower, the ceiling would have exceeded the book value of the Company’s oil and gas properties by approximately $103.3 million. If crude oil average prices used in the ceiling test calculation at March 31, 2012 had been $5 per Bbl lower, the ceiling would have exceeded the book value of the Company’s oil and gas properties by approximately $233.8 million. If both natural gas and crude oil average prices used in the ceiling test calculation at March 31, 2012 were lower by $1 per MMBtu and $5 per Bbl, respectively, the ceiling would have exceeded the book value of the Company’s oil and gas properties by approximately $57.6 million. These calculated amounts are based solely on price changes and do not take into account any other changes to the ceiling test calculation. For a more complete discussion of the full cost method of accounting, refer to “Oil and Gas Exploration and Development Costs” under “Critical Accounting Estimates” in Item 7 of the Company’s 2011 Form 10-K.

RESULTS OF OPERATIONS

Earnings

The Company’s earnings were $67.4 million for the quarter ended March 31, 2012 compared with earnings of $115.6 million for the quarter ended March 31, 2011. The decrease in earnings of $48.2 million is primarily a result of lower earnings in the All Other category, Exploration and Production segment, Utility segment and Energy Marketing segment. Higher earnings in the Pipeline and Storage segment slightly offset these decreases. The Company’s earnings for the quarter ended March 31, 2011 include a $50.9 million ($31.4 million after tax) gain on the sale of unconsolidated subsidiaries as a result of the Company’s sale of its 50% equity method investments in Seneca Energy and Model City, as discussed above.

The Company’s earnings were $128.1 million for the six months ended March 31, 2012 compared to earnings of $174.2 million for the six months ended March 31, 2011. The decrease in earnings of $46.1 million is primarily a result of lower earnings in the All Other category, Exploration and Production segment, Utility segment and Energy Marketing segment. Higher earnings in the Pipeline and Storage segment slightly offset these decreases. The Company’s earnings for the six months ended March 31, 2011 include a $50.9 million ($31.4 million after tax) gain on the sale of unconsolidated subsidiaries, as discussed above.

Additional discussion of earnings in each of the business segments can be found in the business segment information that follows. Note that all amounts used in the earnings discussions are after-tax amounts, unless otherwise noted.

Earnings (Loss) by Segment

 

     Three Months Ended     Six Months Ended  
     March 31,     March 31,  
(Thousands)    2012     2011     Increase
(Decrease)
    2012     2011     Increase
(Decrease)
 

Utility

   $ 28,275      $ 33,081      $ (4,806   $ 47,628      $ 56,071      $ (8,443

Pipeline and Storage

     12,841        10,955        1,886        22,801        19,533        3,268   

Exploration and Production

     22,192        33,299        (11,107     52,507        60,672        (8,165

Energy Marketing

     3,310        6,299        (2,989     3,739        7,231        (3,492
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Reportable Segments

     66,618        83,634        (17,016     126,675        143,507        (16,832

All Other

     1,339        32,181        (30,842     2,743        31,606        (28,863

Corporate

     (565     (204     (361     (1,327     (959     (368
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Consolidated

   $ 67,392      $ 115,611      $ (48,219   $ 128,091      $ 174,154      $ (46,063
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

- 33 -


Table of Contents

Utility

Utility Operating Revenues

 

      Three Months Ended
March 31,
    Six Months Ended
March 31,
 
(Thousands)    2012      2011      Increase
(Decrease)
    2012      2011      Increase
(Decrease)
 

Retail Sales Revenues:

                

Residential

   $ 207,409       $ 263,596       $ (56,187   $ 355,672       $ 440,785       $ (85,113

Commercial

     28,208         38,813         (10,605     45,853         61,359         (15,506

Industrial

     1,675         2,900         (1,225     2,697         4,144         (1,447
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
     237,292         305,309         (68,017     404,222         506,288         (102,066
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Transportation

     43,124         44,951         (1,827     78,088         80,363         (2,275

Off-System Sales

     17,865         16,699         1,166        27,010         25,589         1,421   

Other

     4,056         1,421         2,635        6,216         3,552         2,664   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
   $ 302,337       $ 368,380       $ (66,043   $ 515,536       $ 615,792       $ (100,256
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
Utility Throughput                 
      Three Months Ended
March 31,
    Six Months Ended
March 31,
 
(MMcf)    2012      2011      Increase
(Decrease)
    2012      2011      Increase
(Decrease)
 

Retail Sales:

                

Residential

     21,384         28,048         (6,664     35,933         45,207         (9,274

Commercial

     3,161         4,372         (1,211     5,155         6,842         (1,687

Industrial

     187         393         (206     288         539         (251
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
     24,732         32,813         (8,081     41,376         52,588         (11,212
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Transportation

     22,719         27,472         (4,753     39,647         45,581         (5,934

Off-System Sales

     6,799         3,458         3,341        9,544         5,321         4,223   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
     54,250         63,743         (9,493     90,567         103,490         (12,923
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Degree Days

 

                             
                           Percent
Colder (Warmer) Than
 
      Normal      2012      2011      Normal(1)     Prior  Year(1)  

Three Months Ended March 31

             

Buffalo

     3,364         2,572         3,494         (23.5     (26.4

Erie

     3,176         2,403         3,312         (24.3     (27.4

Six Months Ended March 31

             

Buffalo

     5,624         4,420         5,826         (21.4     (24.1

Erie

     5,257         4,124         5,472         (21.6     (24.6

 

(1)

Percents compare actual 2012 degree days to normal degree days and actual 2012 degree days to actual 2011 degree days.

2012 Compared with 2011

Operating revenues for the Utility segment decreased $66.0 million for the quarter ended March 31, 2012 as compared with the quarter ended March 31, 2011. This decrease largely resulted from a $68.0 decrease in retail gas sales revenues. The decrease in retail gas sales revenues was primarily due to warmer weather combined with the recovery of lower gas costs (subject to certain timing variations, gas costs are recovered dollar for dollar in revenues). The recovery of lower gas costs resulted from lower volumes sold combined with a lower cost of purchased gas. The Utility segment’s average cost of purchased gas, including the cost of transportation and storage, was $4.78 per Mcf for the three months ended March 31, 2012, a decrease of 24.2% from the average cost of $6.31 per Mcf for the three months ended March 31, 2011.

 

- 34 -


Table of Contents

The increase in off-system sales revenues of $1.2 million was largely due to an increase in off-system sales volume. Due to profit sharing with retail customers, the margins resulting from off-system sales are minimal and there was not a material impact on margins. The decrease in transportation revenues of $1.8 million is primarily due to a 4.8 Bcf decrease in throughput (primarily due to warmer weather). The decrease in transportation revenues was partially offset by a migration of customers from retail sales to transportation services. The $2.6 million increase in other operating revenues was largely attributable to a regulatory adjustment to increase a previous undercollection of pension and other post-retirement benefit costs.

Operating revenues for the Utility segment decreased $100.3 million for the six months ended March 31, 2012 as compared with the six months ended March 31, 2011. This decrease largely resulted from a $102.1 million decrease in retail gas sales revenues. The decrease in retail gas sales revenues was primarily due to warmer weather combined with the recovery of lower gas costs (subject to certain timing variations, gas costs are recovered dollar for dollar in revenues). The recovery of lower gas costs resulted from lower volumes sold combined with a lower cost of purchased gas. The Utility segment’s average cost of purchased gas, including the cost of transportation and storage, was $5.25 per Mcf for the six months ended March 31, 2012, a decrease of 15.2% from the average cost of $6.19 per Mcf for the six months ended March 31, 2011.

The increase in off-system sales revenues of $1.4 million was largely due to an increase in off-system sales volume. Due to profit sharing with retail customers, the margins resulting from off-system sales are minimal and there was not a material impact on margins. The decrease in transportation revenues of $2.3 million is primarily due to a 5.9 Bcf decrease in throughput (primarily due to warmer weather). The decrease in transportation revenues was partially offset by a migration of customers from retail sales to transportation services. The $2.7 million increase in other operating revenues was largely attributable to a regulatory adjustment to increase a previous undercollection of pension and other post-retirement benefit costs.

The Utility segment’s earnings for the quarter ended March 31, 2012 were $28.3 million, a decrease of $4.8 million when compared with earnings of $33.1 million for the quarter ended March 31, 2011. The decrease in earnings is largely attributable to warmer weather ($4.4 million). In addition, earnings were negatively impacted by higher operating expenses of $0.4 million (largely the result of higher personnel costs that were partially offset by decreased bad debt expense). These decreases were partially offset by the positive earnings impact of lower interest expense ($0.4 million), which was largely due to lower interest on deferred gas costs.

The impact of weather variations on earnings in the New York jurisdiction is mitigated by that jurisdiction’s weather normalization clause (WNC). The WNC in New York, which covers the eight-month period from October through May, has had a stabilizing effect on earnings for the New York rate jurisdiction. In addition, in periods of colder than normal weather, the WNC benefits the Utility segment’s New York customers. For the quarter ended March 31, 2012, the WNC preserved earnings of approximately $3.3 million, as the weather was warmer than normal. For the quarter ended March 31, 2011, the WNC reduced earnings by $0.7 million, as it was colder than normal.

The Utility segment’s earnings for the six months ended March 31, 2012 were $47.6 million, a decrease of $8.5 million when compared with earnings of $56.1 million for the six months ended March 31, 2011. The decrease in earnings is largely attributable to warmer weather ($6.6 million) and routine regulatory adjustments of $0.9 million. In addition, earnings were negatively impacted by higher operating expenses of $0.8 million (largely the result of higher personnel costs that were partially offset by decreased bad debt expense) and higher income tax expense of $0.7 million. These decreases were partially offset by the positive earnings impact of lower interest expense ($0.8 million), which was largely due to lower interest on deferred gas costs.

 

- 35 -


Table of Contents

For the six months ended March 31, 2012, the WNC preserved earnings of approximately $4.7 million, as the weather was warmer than normal. For the six months ended March 31, 2011, the WNC reduced earnings by $0.8 million, as it was colder than normal.

Pipeline and Storage

Pipeline and Storage Operating Revenues

 

      Three Months Ended
March 31,
    Six Months Ended
March 31,
 
(Thousands)    2012      2011      Increase
(Decrease)
    2012      2011      Increase
(Decrease)
 

Firm Transportation

   $ 45,007       $ 37,290       $ 7,717      $ 84,139       $ 72,240       $ 11,899   

Interruptible Transportation

     335         415         (80     738         730         8   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
     45,342         37,705         7,637        84,877         72,970         11,907   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Firm Storage Service

     16,685         16,859         (174     33,183         33,461         (278

Interruptible Storage Service

     —           2         (2     —           19         (19

Other

     1,387         5,735         (4,348     1,644         7,246         (5,602
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
   $ 63,414       $ 60,301       $ 3,113      $ 119,704       $ 113,696       $ 6,008   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Pipeline and Storage Throughput

 

      Three Months Ended
March 31,
    Six Months Ended
March 31,
 
(MMcf)    2012      2011      Decrease     2012      2011      Increase
(Decrease)
 

Firm Transportation

     118,050         123,969         (5,919     201,658         213,218         (11,560

Interruptible Transportation

     456         1,095         (639     1,264         1,220         44   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
     118,506         125,064         (6,558     202,922         214,438         (11,516
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

2012 Compared with 2011

Operating revenues for the Pipeline and Storage segment increased $3.1 million in the quarter ended March 31, 2012 as compared with the quarter ended March 31, 2011. The increase was primarily due to an increase in transportation revenues of $7.6 million, largely due to new contracts for transportation service on Supply Corporation’s Line N Expansion Project, which was placed in service in October 2011, and Empire’s Tioga County Extension Project, which was placed in service in November 2011. Both projects provide pipeline capacity for Marcellus Shale production and are discussed in the Investing Cash Flow section that follows. These increases more than offset a decline in transportation revenues due to the turnback of other pipeline capacity at Niagara. The increase in transportation revenues was partially offset by a decrease in efficiency gas revenues of $4.4 million (reported as a part of other revenue in the table above) resulting from lower natural gas prices, lower efficiency gas volumes and an adjustment to reduce the carrying value of Supply Corporation’s efficiency gas inventory to market value during the quarter ended March 31, 2012. Under Supply Corporation’s tariff with shippers, Supply Corporation is allowed to retain a set percentage of shipper-supplied gas as compressor fuel and for other operational purposes. To the extent that Supply Corporation does not need all of the gas to cover such operational needs, it is allowed to keep the excess gas as inventory. That inventory is later sold to buyers on the open market. The excess gas that is retained as inventory, as well as any gains resulting from the sale of such inventory, represent efficiency gas revenue to Supply Corporation.

Operating revenues for the Pipeline and Storage segment for the six months ended March 31, 2012 increased $6.0 million as compared with the six months ended March 31, 2011. The increase was primarily due to an increase in transportation revenues of $11.9 million, which was primarily the result of new contracts for transportation service on Supply Corporation’s Line N Expansion Project and Empire’s Tioga County Extension Project, as discussed above, which more than offset a decline in transportation revenues due to the turnback of other pipeline capacity at Niagara. The increase in transportation revenues was partially offset by a decrease in efficiency gas revenues of $5.6 million resulting from lower natural gas prices, lower efficiency gas volumes and adjustments to reduce the carrying value of Supply Corporation’s efficiency gas inventory to market value during the six months ended March 31, 2012.

 

- 36 -


Table of Contents

Volume fluctuations generally do not have a significant impact on revenues as a result of the straight fixed-variable rate design utilized by Supply Corporation and Empire. Transportation volume for the quarter ended March 31, 2012 decreased by 6.6 Bcf from the prior year’s quarter. For the six months ended March 31, 2012, transportation volume decreased by 11.5 Bcf from the prior year’s six-month period. While transportation volume decreased largely due to warmer weather, there was little impact on revenues due to Supply Corporation and Empire’s straight fixed-variable rate design.

The Pipeline and Storage segment’s earnings for the quarter ended March 31, 2012 were $12.8 million, an increase of $1.8 million when compared with earnings of $11.0 million for the quarter ended March 31, 2011. The increase in earnings is primarily due to the earnings impact of higher transportation revenues of $5.0 million, as discussed above, combined with lower operating expenses ($0.6 million). The decrease in operating expenses can be attributed primarily to a decline in compressor station maintenance costs, a decrease in workers’ compensation expense and a decrease in the reserve for preliminary project costs. These operating expense decreases were partially offset by additional operating costs associated with compliance with federal/state mandates and Supply Corporation’s current rate case. The earnings increases were partially offset by the earnings impact associated with lower efficiency gas revenues ($2.9 million), as discussed above, and higher depreciation expense ($0.4 million). The increase in depreciation expense is primarily the result of additional projects that were placed in service in the last year.

The Pipeline and Storage segment’s earnings for the six months ended March 31, 2012 were $22.8 million, an increase of $3.3 million when compared with earnings of $19.5 million for the six months ended March 31, 2011. The increase in earnings is primarily due to the earnings impact of higher transportation revenues of $7.7 million, as discussed above, combined with an increase in the allowance for funds used during construction (equity component) of $0.6 million mainly due to construction during the six months ended March 31, 2012 on Supply Corporation’s Northern Access Expansion Project and Line N 2012 Expansion Project and Empire’s Tioga County Extension Project. These earnings increases were partially offset by the earnings impact associated with lower efficiency gas revenues ($3.7 million), as discussed above, and higher depreciation expense ($1.1 million). The increase in depreciation expense is mostly the result of additional projects that were placed in service in the last year.

Exploration and Production

Exploration and Production Operating Revenues

 

     Three Months Ended     Six Months Ended  
     March 31,     March 31,  
(Thousands)    2012     2011     Increase
(Decrease)
    2012     2011     Increase
(Decrease)
 

Gas (after Hedging)

   $ 65,199      $ 73,256      $ (8,057   $ 131,711      $ 131,265      $ 446   

Oil (after Hedging)

     67,721        61,337        6,384        133,392        120,030        13,362   

Gas Processing Plant

     6,284        6,659        (375     13,245        13,342        (97

Other

     191        44        147        159        (71     230   

Intrasegment Elimination (1)

     (2,469     (3,866     1,397        (5,608     (6,968     1,360   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   $ 136,926      $ 137,430      $ (504   $ 272,899      $ 257,598      $ 15,301   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) 

Represents the elimination of certain West Coast gas production revenue included in “Gas (after Hedging)” in the table above that was sold to the gas processing plant shown in the table above. An elimination for the same dollar amount was made to reduce the gas processing plant’s Purchased Gas expense.

 

- 37 -


Table of Contents
     Three Months Ended     Six Months Ended  
     March 31,     March 31,  
Production Volumes    2012      2011      Increase
(Decrease)
    2012      2011      Increase
(Decrease)
 

Gas Production (MMcf)

                

Appalachia

     13,236         10,848         2,388        26,347         18,930         7,417   

West Coast

     828         855         (27     1,645         1,790         (145

Gulf Coast

     —           2,056         (2,056     —           4,070         (4,070
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total Production

     14,064         13,759         305        27,992         24,790         3,202   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Oil Production (Mbbl)

                

Appalachia

     8         11         (3     18         21         (3

West Coast

     717         643         74        1,426         1,297         129   

Gulf Coast

     —           92         (92     —           197         (197
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Total Production

     725         746         (21     1,444         1,515         (71
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Average Prices

 

     Three Months Ended     Six Months Ended  
     March 31,     March 31,  
     2012      2011      Increase
(Decrease)
    2012      2011      Increase
(Decrease)
 

Average Gas Price/Mcf

                

Appalachia

   $ 2.74       $ 4.40       $ (1.66   $ 3.06       $ 4.24       $ (1.18

West Coast

   $ 3.49       $ 4.46       $ (0.97   $ 4.22       $ 4.18       $ 0.04   

Gulf Coast

     N/M       $ 4.87         N/M        N/M       $ 4.71         N/M   

Weighted Average

   $ 2.78       $ 4.48       $ (1.70   $ 3.13       $ 4.31       $ (1.18

Weighted Average After Hedging

   $ 4.64       $ 5.32       $ (0.68   $ 4.71       $ 5.30       $ (0.59

Average Oil Price/Bbl

                

Appalachia

   $ 100.35       $ 86.53       $ 13.82      $ 93.54       $ 84.07       $ 9.47   

West Coast

   $ 112.17       $ 95.35       $ 16.82      $ 110.71       $ 87.84       $ 22.87   

Gulf Coast

     N/M       $ 96.12         N/M        N/M       $ 89.61         N/M   

Weighted Average

   $ 112.05       $ 95.31       $ 16.74      $ 110.50       $ 88.01       $ 22.49   

Weighted Average After Hedging

   $ 93.40       $ 82.28       $ 11.12      $ 92.39       $ 79.21       $ 13.18   

2012 Compared with 2011

Operating revenues for the Exploration and Production segment decreased $0.5 million for the quarter ended March 31, 2012 as compared with the quarter ended March 31, 2011. Gas production revenue after hedging decreased $8.1 million. This was largely due to a $0.68 per Mcf decrease in the weighted average price of gas after hedging, as increases in Appalachian natural gas production were largely offset by production decreases in the Gulf Coast region. The increase in Appalachian production was primarily due to increased development within the Marcellus Shale formation, mainly in Tioga County, Pennsylvania. The decrease in Gulf Coast gas production resulted from the sale of the Exploration and Production segment’s offshore oil and natural gas properties in April 2011. Oil production revenue after hedging increased $6.4 million due to an increase in the weighted average price of oil after hedging ($11.12 per Bbl). This increase was partially offset by a decrease in production as a result of the aforementioned sale of Gulf Coast offshore properties. In addition, there was a $1.0 million increase in processing plant revenues (net of eliminations) due to a lower cost of gas used in the West Coast processing plant.

 

- 38 -


Table of Contents

Operating revenues for the Exploration and Production segment increased $15.3 million for the six months ended March 31, 2012 as compared with the six months ended March 31, 2011. Oil production revenue after hedging increased $13.4 million due to an increase in the weighted average price of oil after hedging ($13.18 per Bbl). This increase was partially offset by a decrease in production as a result of the aforementioned sale of Gulf Coast offshore properties. Gas production revenue after hedging increased $0.4 million as increases in Appalachian natural gas production were largely offset by production decreases in the Gulf Coast region (as discussed above). In addition, there was a $1.3 million increase in processing plant revenues (net of eliminations) due to a lower cost of gas used in the West Coast processing plant.

The Exploration and Production segment’s earnings for the quarter ended March 31, 2012 were $22.2 million, a decrease of $11.1 million when compared with earnings of $33.3 million for the quarter ended March 31, 2011. Lower natural gas and crude oil revenues from the Gulf Coast region ($12.5 million) due to the sale of the offshore oil and natural gas properties decreased earnings. In the Appalachian and West Coast regions, lower natural gas prices after hedging further decreased earnings ($6.6 million). Earnings were further reduced by higher property and other taxes ($4.9 million), higher interest expense ($2.0 million), higher depletion ($1.5 million), higher lease operating expenses ($1.3 million), and higher general, administrative and other operating expenses ($0.8 million). Higher natural gas production, higher crude oil prices, and higher crude oil production in the Appalachian and West Coast regions increased earnings by $8.2 million, $6.2 million and $3.7 million, respectively. In addition, an increase in processing plant revenues (net of eliminations) of $0.7 million further increased earnings. The increase in property and other taxes is largely due to the accrual of a new impact fee imposed by Pennsylvania for the first time (the fee was retroactively applied to all wells). The amount accrued was $6.4 million, of which $5.1 million was attributable to prior quarters. This was partially offset by the impact of a revision of the California property tax liability in January 2011, which led to an increase in West Coast property taxes in 2011 that did not recur in 2012. The sale of the Gulf Coast offshore oil and natural gas properties in 2011 led to a further decrease in property and other taxes, which, when combined with the impact of the revision in the California property tax liability, increased earnings by $1.5 million. An increase in the weighted average amount of debt (due to the Exploration and Production segment’s share ($470 million) of the $500 million long-term debt issuance in December 2011) led to the increase in interest expense. The increase in depletion expense is primarily due to an increase in depletable base and production. The increase in lease operating expense is largely attributable to an increase in costs on non-operated joint venture wells, higher number of producing properties and higher transportation costs in the Appalachian region and higher well repair costs in the West Coast region. Higher personnel costs led to increases in general, administrative and other operating expenses.

The Exploration and Production segment’s earnings for the six months ended March 31, 2012 were $52.5 million, a decrease of $8.2 million when compared with earnings of $60.7 million for the six months ended March 31, 2011. Lower natural gas and crude oil revenues from the Gulf Coast region ($24.6 million) due to the sale of the offshore oil and natural gas properties decreased earnings. In the Appalachian and West Coast regions, lower natural gas prices after hedging also decreased earnings ($11.9 million). Earnings were further reduced by higher property and other taxes ($4.7 million), higher general, administrative and other operating expenses ($2.2 million), higher interest expense ($1.5 million), higher depletion ($6.6 million), higher lease operating expenses ($2.1 million), and higher income tax expense ($1.3 million). Higher natural gas production, higher crude oil prices, and higher crude oil production in the Appalachian and West Coast regions increased earnings by $25.3 million, $13.8 million and $6.3 million, respectively. In addition, an increase in processing plant revenues (net of eliminations) of $0.8 million further increased earnings. As mentioned above, the increase in property and other taxes is largely due to the accrual of a new impact fee imposed by Pennsylvania for the first time (the fee was retroactively applied to all wells). The amount accrued was $6.4 million, of which $3.9 million was attributable to the prior fiscal year. This was partially offset by the impact of a revision of the California property tax liability in January 2011, which led to an increase in West Coast property taxes in 2011 that did not recur in 2012. The sale of the Gulf Coast offshore oil and natural gas properties in 2011 led to a further decrease in property and other taxes which, when combined with the impact of the revision in the California property tax liability, increased earnings by $1.7 million. Higher personnel costs were largely responsible for increases in general, administrative and other operating expenses. An increase in the weighted average amount of debt (due to the Exploration and Production segment’s share ($470 million) of the $500 million long-term debt issuance in December 2011) led to the increase in interest expense. The increase in depletion expense is primarily due to an increase in depletable base and production. The increase in lease operating expense is largely

 

- 39 -


Table of Contents

attributable to an increase in costs on non-operated joint venture wells, higher number of producing properties and higher transportation costs in the Appalachian region and higher well repair costs in the West Coast region. The increase in income taxes is attributable to higher state income taxes.

Energy Marketing

Energy Marketing Operating Revenues

 

     Three Months Ended     Six Months Ended  
     March 31,     March 31,  
(Thousands)    2012      2011      Decrease     2012      2011      Decrease  

Natural Gas (after Hedging)

   $ 75,473       $ 121,294       $ (45,821   $ 126,972       $ 174,933       $ (47,961

Other

     19         27         (8     29         40         (11
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 
   $ 75,492       $ 121,321       $ (45,829   $ 127,001       $ 174,973       $ (47,972
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Energy Marketing Volume

 

$(45,821) $(45,821) $(45,821) $(45,821) $(45,821) $(45,821)
     Three Months Ended     Six Months Ended  
     March 31,     March 31,  
     2012      2011      Decrease     2012      2011      Decrease  

Natural Gas – (MMcf)

     17,727         21,609         (3,882     28,039         32,355         (4,316

2012 Compared with 2011

Operating revenues for the Energy Marketing segment decreased $45.8 million and $48.0 million for the quarter and six months ended March 31, 2012, as compared with the quarter and six months ended March 31, 2011. The decrease for both the quarter and six months ended March 31, 2012 reflects a decline in gas sales revenue due to a lower average price of natural gas that was recovered through revenues and a decrease in volume sold. Warmer weather is primarily responsible for the decrease in volume.

The Energy Marketing segment’s earnings for the quarter ended March 31, 2012 were $3.3 million, a decrease of $3.0 million when compared with earnings of $6.3 million for the quarter ended March 31, 2011. The Energy Marketing segment’s earnings for the six months ended March 31, 2012 were $3.7 million, a decrease of $3.5 million when compared with earnings of $7.2 million for the six months ended March 31, 2011. These decreases were largely attributable to a decline in margin of $3.0 million and $3.5 million for the quarter and six-month periods, respectively. The decrease in margin was primarily driven by a reduction in the benefit the Energy Marketing segment derived from its contracts for storage capacity as well as lower volume sold to retail customers.

Corporate and All Other

2012 Compared with 2011

Corporate and All Other operations recorded earnings of $0.8 million for the quarter ended March 31, 2012, a decrease of $31.2 million when compared with earnings of $32.0 million for the quarter ended March 31, 2011. The decrease in earnings is primarily due to the gain on the sale of Horizon Power’s investments in Seneca Energy and Model City of $31.4 million during the quarter ended March 31, 2011. In addition, higher interest expense of $2.3 million, lower income from unconsolidated subsidiaries of $0.4 million and higher income tax expense of $0.2 million decreased earnings further. The higher interest expense is due to higher borrowings. The Company issued $500 million of notes at 4.90% in December 2011 and repaid $150 million of 6.70% notes that matured in November 2011. The lower income from unconsolidated subsidiaries is due to the sale of Horizon Power’s investments in Seneca Energy and Model City as noted above. The factors contributing to the overall decrease in earnings were partially offset by higher interest income of $2.4 million, higher margins of $0.5 million and higher gathering and processing revenues of $0.2 million. The higher interest income is due to higher interest collected from the Company’s Exploration and Production segment as a result of their share of the borrowing discussed above. The higher margins are due to an increase in revenues from the sale of standing timber. The increase in gathering and processing revenues are due to Midstream Corporation’s increase in gathering operations for Marcellus Shale gas in Tioga County, Pennsylvania.

 

- 40 -


Table of Contents

For the six months ended March 31, 2012, Corporate and All Other operations had earnings of $1.4 million, a decrease of $29.2 million when compared with earnings of $30.6 million for the six months ended March 31, 2011. The decrease in earnings is primarily due to the gain on the sale of Horizon Power’s investments in Seneca Energy and Model City of $31.4 million during the quarter ended March 31, 2011. In addition, higher interest expense of $1.6 million and higher income tax expense of $0.4 million decreased earnings further. The higher interest expense is due to higher borrowings as discussed above. The factors contributing to the overall decrease in earnings were partially offset by higher interest income of $1.9 million, higher gathering and processing revenues of $1.3 million, higher margins of $0.9 million and a lower loss from unconsolidated subsidiaries of $0.3 million. The higher interest income is due to higher interest collected from the Company’s Exploration and Production segment as a result of their share of the borrowing discussed above. The higher margins are due to an increase in revenues from the sale of standing timber. The increase in gathering and processing revenues are due to Midstream Corporation’s increase in gathering operations for Marcellus Shale gas in Tioga County, Pennsylvania. The lower loss from unconsolidated subsidiaries is primarily due to the non-recurrence of renewable energy credit adjustments recorded by Seneca Energy and Model City during the quarter ended December 31, 2010.

Other Income

Other income decreased $0.8 million for the quarter ended March 31, 2012 as compared with the quarter ended March 31, 2011. This decrease is mainly attributable to a gain on corporate-owned life insurance policies of $0.5 million recognized during the quarter ended March 31, 2011 that did not recur during the quarter ended March 31, 2012. There was a loss from unconsolidated subsidiaries for the quarter ended March 31, 2012 which when compared to income from unconsolidated subsidiaries for the quarter ended March 31, 2011, reduced other income by an additional $0.6 million (largely the result of the sale of Seneca Energy and Model City in February 2011). For the six months ended March 31, 2012, other income increased $0.7 million as compared with the six months ended March 31, 2011. This increase is mainly attributable to a $0.6 million increase in allowance for funds used during construction in the Pipeline and Storage segment. In addition, there was a reduction of losses from unconsolidated subsidiaries for the six months ended March 31, 2012 as compared to the six months ended March 31, 2011 of $0.5 million (as discussed in Corporate and All Other above). This was partially offset by the non-recurrence of the gain on corporate-owned life insurance policies of $0.5 million recognized during the six months ended March 31, 2011.

Interest Expense on Long-Term Debt

Interest on long-term debt increased $2.5 million for the quarter ended March 31, 2012 as compared with the quarter ended March 31, 2011. For the six months ended March 31, 2012, interest on long-term debt increased $0.9 million as compared with the six months ended March 31, 2011. This increase is due to higher borrowings. The Company issued $500 million of notes at 4.90% in December 2011 and repaid $150 million of 6.70% notes that matured in November 2011.

Other Interest Expense

Other interest expense decreased $0.2 million for the quarter ended March 31, 2012 as compared with the quarter ended March 31, 2011. For the six months ended March 31, 2012, other interest expense decreased $0.8 million as compared with the six months ended March 31, 2011. The decrease is mainly due to lower interest expense on regulatory deferrals (primarily interest on deferred gas costs) in the Utility segment.

CAPITAL RESOURCES AND LIQUIDITY

The Company’s primary sources of cash during the six-month period ended March 31, 2012 consisted of proceeds from the issuance of long-term debt and cash provided by operating activities. The Company’s primary sources of cash during the six-month period ended March 31, 2011 consisted of cash provided by operating activities and net proceeds from the sale of unconsolidated subsidiaries. During the six months ended March 31, 2012 and March 31, 2011, the common stock used to fulfill the requirements of the Company’s 401(k) plans was obtained via open market purchases. In April 2011, the Company began issuing original issue shares for the Direct Stock Purchase and Dividend Reinvestment Plan.

 

- 41 -


Table of Contents

Operating Cash Flow

Internally generated cash from operating activities consists of net income available for common stock, adjusted for non-cash expenses, non-cash income and changes in operating assets and liabilities. Non-cash items include depreciation, depletion and amortization and deferred income taxes.

Cash provided by operating activities in the Utility and Pipeline and Storage segments may vary substantially from period to period because of the impact of rate cases. In the Utility segment, supplier refunds, over- or under-recovered purchased gas costs and weather may also significantly impact cash flow. The impact of weather on cash flow is tempered in the Utility segment’s New York rate jurisdiction by its WNC and in the Pipeline and Storage segment by the straight fixed-variable rate design used by Supply Corporation and Empire.

Because of the seasonal nature of the heating business in the Utility and Energy Marketing segments, revenues in these segments are relatively high during the heating season, primarily the first and second quarters of the fiscal year, and receivable balances historically increase during these periods from the receivable balances at September 30.

The storage gas inventory normally declines during the first and second quarters of the fiscal year and is replenished during the third and fourth quarters. For storage gas inventory accounted for under the LIFO method, the current cost of replacing gas withdrawn from storage is recorded in the Consolidated Statements of Income and a reserve for gas replacement is recorded in the Consolidated Balance Sheets under the caption “Other Accruals and Current Liabilities.” Such reserve is reduced as the inventory is replenished.

Cash provided by operating activities in the Exploration and Production segment may vary from period to period as a result of changes in the commodity prices of natural gas and crude oil as well as changes in production. The Company uses various derivative financial instruments, including price swap agreements and futures contracts in an attempt to manage this energy commodity price risk.

Net cash provided by operating activities totaled $338.9 million for the six months ended March 31, 2012, a decrease of $4.3 million compared with $343.2 million provided by operating activities for the six months ended March 31, 2011. The decrease in cash provided by operating activities is primarily due to a decrease in cash provided by operations in the Energy Marketing segment, partially offset by an increase in cash provided by operations in both the Utility segment and Exploration and Production segment. The variation in the Energy Marketing segment can be attributed to hedging collateral account fluctuations combined with fluctuations in storage gas inventory and lower customer advances. The increase in the Utility segment can be attributed to the timing of gas cost recovery. The increase in the Exploration and Production segment reflects higher cash receipts from oil and natural gas production in the West Coast and Appalachian regions combined with hedging collateral account fluctuations, which both offset the loss of cash flow from the Company’s former oil and natural gas properties in the Gulf of Mexico.

 

- 42 -


Table of Contents

Investing Cash Flow

Expenditures for Long-Lived Assets

The Company’s expenditures for long-lived assets totaled $541.8 million during the six months ended March 31, 2012 and $382.7 million for the six months ended March 31, 2011. The table below presents these expenditures:

 

 

Total Expenditures for Long-Lived Assets                   

Six Months Ended March 31,

(Millions)

   2012     2011     Increase
(Decrease)
 

Utility :

      

Capital Expenditures

   $ 25.3      $ 25.4      $ (0.1

Pipeline and Storage:

      

Capital Expenditures

     63.2  (1)(2)      39.5 (3)      23.7   

Exploration and Production:

      

Capital Expenditures

     409.1  (1)(2)      315.2  (3)(4)      93.9   

All Other:

      

Capital Expenditures

     44.2  (1)(2)      2.6        41.6   
  

 

 

   

 

 

   

 

 

 
   $ 541.8      $ 382.7      $ 159.1   
  

 

 

   

 

 

   

 

 

 

 

(1)

Capital expenditures for the Exploration and Production segment include $93.6 million of accrued capital expenditures at March 31, 2012, the majority of which was in the Appalachian region. Capital expenditures for the Pipeline and Storage segment include $12.9 million of accrued capital expenditures at March 31, 2012. In addition, capital expenditures for the All Other category include $7.9 million of accrued capital expenditures at March 31, 2012. These amounts have been excluded from the Consolidated Statement of Cash Flows at March 31, 2012 since they represent non-cash investing activities at that date.

(2)

Capital expenditures for the Exploration and Production segment for the six months ended March 31, 2012 exclude $63.5 million of capital expenditures, the majority of which was in the Appalachian region. Capital expenditures for the Pipeline and Storage segment for the six months ended March 31, 2012 exclude $7.3 million of capital expenditures. Capital expenditures for the All Other category for the six months ended March 31, 2012 exclude $1.4 million of capital expenditures. These amounts were accrued at September 30, 2011 and paid during the six months ended March 31, 2012. These amounts were excluded from the Consolidated Statement of Cash Flows at September 30, 2011 since they represented non-cash investing activities at that date. These amounts have been included in the Consolidated Statement of Cash Flows at March 31, 2012.

(3)

Capital expenditures include $43.9 million of accrued capital expenditures for the Exploration and Production segment at March 31, 2011, the majority of which was in the Appalachian region. In addition, capital expenditures for the Pipeline and Storage segment include $2.0 million of accrued capital expenditures at March 31, 2011. These amounts were excluded from the Consolidated Statement of Cash Flows at March 31, 2011 since they represented non-cash investing activities at that date.

(4)

Capital expenditures for the Exploration and Production segment for the six months ended March 31, 2011 exclude $55.5 million of capital expenditures, the majority of which was in the Appalachian region. This amount was accrued at September 30, 2010 and paid during the six months ended March 31, 2011. This amount was excluded from the Consolidated Statement of Cash Flows at September 30, 2010 since it represented a non-cash investing activity at that date. The amount was included in the Consolidated Statement of Cash Flows at March 31, 2011.

Utility

The majority of the Utility capital expenditures for the six months ended March 31, 2012 and March 31, 2011 were made for replacement of mains and main extensions, as well as for the replacement of service lines.

Pipeline and Storage

The majority of the Pipeline and Storage capital expenditures for the six months ended March 31, 2012 were related to the construction of Empire’s Tioga County Extension Project, Supply Corporation’s Line N Expansion Project, Supply Corporation’s Line N 2012 Expansion Project and Supply Corporation’s Northern Access expansion project, as discussed below. The Pipeline and Storage segment capital expenditures for the six months ended March 31, 2012 include $19.7 million spent on the Tioga County

 

- 43 -


Table of Contents

Extension Project, $2.7 million spent on the Line N Expansion Project, $7.1 million spent on the Line N 2012 Expansion Project, and $17.7 million spent on the Northern Access expansion project. The Pipeline and Storage capital expenditures for the six months ended March 31, 2012 also include additions, improvements, and replacements to this segment’s transmission and gas storage systems. The majority of the Pipeline and Storage capital expenditures for the six months ended March 31, 2011 were related to additions, improvements, and replacements to this segment’s transmission and gas storage systems. In addition, the Pipeline and Storage capital expenditure amounts for the six months ended March 31, 2011 include $7.3 million spent on the Line N Expansion Project, $5.0 million spent on the Lamont Phase II Project and $4.0 million spent on the Tioga County Extension Project.

In light of the growing demand for pipeline capacity to move natural gas from new wells being drilled in Appalachia — specifically in the Marcellus Shale producing area — Supply Corporation and Empire are actively pursuing several expansion projects and paying for preliminary survey and investigation costs, which are initially recorded as Deferred Charges on the Consolidated Balance Sheet. An offsetting reserve is established as those preliminary survey and investigation costs are incurred, which reduces the Deferred Charges balance and increases Operation and Maintenance Expense on the Consolidated Statement of Income. The Company reviews all projects on a quarterly basis, and if it is determined that it is highly probable that the project will be built, the reserve is reversed. This reversal reduces Operation and Maintenance Expense and reestablishes the original balance in Deferred Charges. After the reversal of the reserve, the amounts remain in Deferred Charges until such time as capital expenditures for the project have been incurred and activities that are necessary to get the construction project ready for its intended use are in progress. At that point, the balance is transferred from Deferred Charges to Construction Work in Progress, a component of Property, Plant and Equipment on the Consolidated Balance Sheet. As of March 31, 2012, the total amount reserved for the Pipeline and Storage segment’s preliminary survey and investigation costs was $7.4 million.

Supply Corporation and Empire are moving forward with several projects designed to move anticipated Marcellus production gas to other interstate pipelines and to markets beyond the Supply Corporation and Empire pipeline systems.

Supply Corporation has a precedent agreement with Statoil Natural Gas LLC (“Statoil”) to provide 320,000 Dth/day of firm transportation capacity for a 20-year term in conjunction with its “Northern Access” expansion project, and has executed the transportation service agreement. This capacity will provide Statoil with a firm transportation path from the Tennessee Gas Pipeline (“TGP”) 300 Line at Ellisburg to the TransCanada Pipeline at Niagara. This path is attractive because it provides a route for Marcellus shale gas, principally along the TGP 300 Line in northern Pennsylvania, to be transported from the Marcellus supply basin to northern markets. Supply Corporation filed an application for FERC authorization of the project on March 7, 2011, received its NGA Section 7(c) Certificate on October 20, 2011, and received its Notice to Proceed on April 13, 2012. The project facilities involve approximately 9,500 horsepower of additional compression at Supply Corporation’s existing Ellisburg Station and a new approximately 5,000 horsepower compressor station in Wales, New York, along with other system enhancements including enhancements to the jointly owned Niagara Spur Loop Line. Service is expected to begin in November 2012. The cost estimate for the Northern Access expansion is $68 million. As of March 31, 2012, approximately $20.7 million has been spent on the Northern Access expansion project, all of which has been capitalized as Construction Work in Progress.

Supply Corporation has begun service under two service agreements which total 160,000 Dth/day of firm transportation capacity in its “Line N Expansion Project.” This project allows Marcellus production located in the vicinity of Line N to flow south and access markets at Texas Eastern’s Holbrook Station (“TETCO Holbrook”) in southwestern Pennsylvania. The FERC issued the NGA Section 7(c) certificate on December 16, 2010, and the project was placed into service on October 19, 2011. Completed cost for the Line N Expansion Project is expected to be approximately $21 million. As of March 31, 2012, approximately $20.8 million has been spent on the Line N Expansion Project, all of which is included in Property, Plant and Equipment on the Consolidated Balance Sheet at March 31, 2012.

Supply Corporation has also executed three precedent agreements for a total of 163,000 Dth/day of additional capacity on Line N to TETCO Holbrook for service beginning November 2012 (“Line N 2012 Expansion Project”). On July 8, 2011, Supply Corporation filed for FERC authorization to construct the Line

 

- 44 -


Table of Contents

N 2012 Expansion Project which consists of an additional 20,620 horsepower of compression at its Buffalo Compressor Station, and the replacement of 4.85 miles of 20” pipe with 24” pipe, to enhance the integrity and reliability of its system and to create the additional capacity. The FERC issued the NGA Section 7(c) Certificate on March 29, 2012. The preliminary cost estimate for the Line N 2012 Expansion Project is approximately $30.0 million for the incremental capacity plus approximately $5.8 million allocated to system replacement. As of March 31, 2012, approximately $9.5 million has been spent on the Line N 2012 Expansion Project, all of which has been capitalized as Construction Work in Progress.

In addition, Supply Corporation continues to pursue its largest planned expansion, the West-to-East (“W2E”) pipeline project, which is designed to transport locally produced Marcellus natural gas supplies, principally from the dry central area of the trend, to the Ellisburg/Leidy/Corning area. Supply Corporation anticipates that the development of the W2E project will occur in phases. As currently envisioned, the initial phases of W2E, referred to as the “W2E Overbeck to Leidy” project, are designed to transport at least 425,000 Dth/day, and involves construction of a new 82-mile pipeline through Elk, Cameron, Clinton, Clearfield and Jefferson Counties to the Leidy Hub, from Marcellus and other producing areas along over 300 miles of Supply Corporation’s existing pipeline system. The W2E Overbeck to Leidy project also includes a total of approximately 25,000 horsepower of compression at two separate stations. On March 31, 2010, the FERC granted Supply Corporation’s request for a pre-filing environmental review of the W2E Overbeck to Leidy project, and Supply Corporation is in the process of preparing an NGA Section 7(c) application. The capital cost of the W2E Overbeck to Leidy project is estimated to be $290 million. The project may be built in phases depending on the development of Marcellus production along the corridor, with the first facilities available for service in 2014. As of March 31, 2012, approximately $5.7 million has been spent to study the W2E Overbeck to Leidy project, which has been included in preliminary survey and investigation charges and has been fully reserved for at March 31, 2012.

On August 4, 2011, Supply Corporation concluded an Open Season to increase its capability to move gas north on its Line N system and deliver gas to Tennessee Gas Pipeline at Mercer, Pennsylvania, a pooling point recently established at Tennessee’s Station 219 (“Mercer Expansion Project”). Supply Corporation is continuing discussions with an anchor shipper that would take all 150,000 Dth/day of the capacity on the project. Service is expected to begin in 2014 and the estimated cost is $25 million to $30 million. As of March 31, 2012, less than $0.1 million has been spent to study the Mercer Expansion Project, all of which has been included in preliminary survey and investigation charges and has been fully reserved for at March 31, 2012.

Empire has begun service under two service agreements which total 350,000 Dth/day of incremental firm transportation capacity in its “Tioga County Extension Project.” This project transports Marcellus production from new interconnections at the southern terminus of a 15-mile extension of its Empire Connector line, in Tioga County, Pennsylvania. Completed cost for the Tioga County Extension Project is expected to be approximately $55 million, of which approximately $51.5 million has been spent through March 31, 2012. This project enables shippers to deliver their natural gas at existing Empire interconnections with Millennium Pipeline at Corning, New York, with the TransCanada Pipeline at the Niagara River at Chippawa, and with utility and power generation markets along its path, as well as to the new interconnection with TGP’s 200 Line (Zone 5) in Ontario County, New York. On August 26, 2010, Empire filed an NGA Section 7(c) application to the FERC for approval of the project and the FERC issued the NGA Section 7(c) certificate on May 19, 2011. Empire accepted the certificate, received a FERC Notice to Proceed and on July 7, 2011 commenced construction. These facilities were placed fully in service on November 22, 2011. All costs associated with the project are included in Property, Plant and Equipment on the Consolidated Balance Sheet at March 31, 2012.

On December 17, 2010, Empire concluded an Open Season for up to 260,000 Dth/day of additional capacity from Tioga County, Pennsylvania, to TransCanada Pipeline and the TGP 200 Line, as well as additional short-haul capacity to Millennium Pipeline at Corning (“Central Tioga County Extension”). Empire is in discussions with an anchor shipper for a significant portion of the proposed capacity, with service likely commencing in 2014, and is studying the facility design that would be necessary to provide the requested service. The Central Tioga County Extension project may involve up to 25,000 horsepower of compression at up to three new stations and a 25 mile 24” pipeline extension, at a preliminary cost estimate of $135 million. As of March 31, 2012, approximately $0.2 million has been spent to study the Central Tioga County Extension project, which has been included in preliminary survey and investigation charges and has been fully reserved for at March 31, 2012.

 

- 45 -


Table of Contents

For all of fiscal 2013, the Company expects to spend approximately $40.0 million on Pipeline and Storage segment capital expenditures. Previously reported 2013 estimated capital expenditures for the Pipeline and Storage segment were $122.5 million. The decrease in estimated capital expenditures noted above is a result of the Company’s response to the significant decline in natural gas prices.

Exploration and Production

The Exploration and Production segment capital expenditures for the six months ended March 31, 2012 were primarily well drilling and completion expenditures and included approximately $383.3 million for the Appalachian region (including $355.0 million in the Marcellus Shale area) and $25.8 million for the West Coast region. These amounts included approximately $144.2 million spent to develop proved undeveloped reserves.

The Exploration and Production segment capital expenditures for the six months ended March 31, 2011 were primarily well drilling and completion expenditures and included approximately $298.7 million for the Appalachian region (including $295.7 million in the Marcellus Shale area), $14.7 million for the West Coast region and $1.8 million for the Gulf Coast region (former offshore oil and natural gas properties in the Gulf of Mexico). These amounts included approximately $109.4 million spent to develop proved undeveloped reserves. The capital expenditures in the Appalachian region included the Company’s acquisition of oil and gas properties in the Covington Township area of Tioga County, Pennsylvania from EOG Resources, Inc. for approximately $24.1 million in November 2010. The Company funded this transaction with cash from operations.

For all of fiscal 2012, the Company expects to spend $650.0 million on Exploration and Production segment capital expenditures. Previously reported 2012 estimated capital expenditures for the Exploration and Production segment were $760.0 million. In the Appalachian region, estimated capital expenditures will decrease from $710.0 million to $600.0 million. Estimated capital expenditures in the West Coast region will remain at the previously reported $50.0 million. The decrease in estimated capital expenditures noted above is a result of the Company’s response to the significant decline in natural gas prices. As part of this response, the Company reduced the number of drilling rigs in the Appalachian region from six to four during the quarter ended March 31, 2012. The Company plans to reduce the rig count in the Appalachian region to three during the quarter ended June 30, 2012. Also contributing to the decrease in estimated capital expenditures noted above is the shifting of Exploration and Production segment gathering infrastructure to Midstream Corporation.

For all of fiscal 2013, the Company expects to spend $500.0 million on Exploration and Production segment capital expenditures. Previously reported 2013 estimated capital expenditures for the Exploration and Production segment were $925.3 million. In the Appalachian region, estimated capital expenditures will decrease from $882.0 million to $442.5 million. In the West Coast region, estimated capital expenditures will increase from $43.3 million to $57.5 million. The decrease in estimated capital expenditures for the Appalachian region noted above is a result of the Company’s response to the significant decline in natural gas prices. Also contributing to the decrease in estimated capital expenditures noted above is the shifting of Exploration and Production segment gathering infrastructure to Midstream Corporation.

All Other

The majority of the All Other category’s capital expenditures for the six months ended March 31, 2012 were primarily for the construction of Midstream Corporation’s Trout Run Gathering System, as discussed below. The majority of the All Other category’s capital expenditures for the six months ended March 31, 2011 were primarily for the expansion of Midstream Corporation’s Covington Gathering system in Tioga County, Pennsylvania as well as for the construction of Midstream Corporation’s Trout Run Gathering System.

NFG Midstream Covington, LLC, a wholly owned subsidiary of Midstream Corporation, has been expanding its gathering system in Tioga County, Pennsylvania. As of March 31, 2012, the Company has spent approximately $21.2 million in costs related to the Covington Gathering System, including approximately $5.0 million spent during the six months ended March 31, 2012. All costs associated with this gathering system are included in Property, Plant and Equipment on the Consolidated Balance Sheet at March 31, 2012.

 

 

- 46 -


Table of Contents

NFG Midstream Trout Run, LLC, a wholly owned subsidiary of Midstream Corporation, is developing a gathering system in Lycoming County, Pennsylvania. The project, Trout Run Gathering System, is anticipated to be placed in service in May 2012. The system will consist of approximately 26 miles of backbone and in-field gathering system including compression at a cost of approximately $130 million. As of March 31, 2012, the Company has spent approximately $51.5 million in costs related to this project, including approximately $35.9 million spent during the six months ended March 31, 2012, all of which has been capitalized as Construction Work in Progress.

Midstream Corporation is planning the construction of a gathering system in McKean County, Pennsylvania. The project, Mt. Jewett Gathering System, is anticipated to be placed in service in fiscal 2013. The gathering system will cost approximately $22 million. As of March 31, 2012, the Company has spent approximately $1.6 million in costs related to this project, all of which has been capitalized as Construction Work in Progress.

For all of fiscal 2012, the Company expects to spend approximately $115.0 million on All Other and Corporate category capital expenditures. Previously reported 2012 estimated capital expenditures for the All Other and Corporate category were $84.8 million. The increase in estimated capital expenditures noted above is a result of the Exploration and Production segment shifting its gathering infrastructure to Midstream Corporation.

For all of fiscal 2013, the Company expects to spend approximately $100.0 million on All Other and Corporate category capital expenditures. Previously reported 2013 estimated capital expenditures for the All Other and Corporate category were $10.5 million. The increase in estimated capital expenditures noted above is a result of the Exploration and Production segment shifting its gathering infrastructure to Midstream Corporation.

Project Funding

The Company has been financing the Pipeline and Storage segment projects and the Midstream Corporation projects mentioned above, as well as the Exploration and Production segment capital expenditures, with cash from operations. Going forward, while the Company expects to use cash from operations as the first means of financing these projects, it is expected that the Company will increase its use of short-term borrowings during fiscal 2012. Natural gas and crude oil prices combined with production from existing wells will be a significant factor in determining how much of the capital expenditures are funded with cash from operations. The Company also issued additional long-term debt in December 2011 to enhance its liquidity position.

The Company continuously evaluates capital expenditures and investments in corporations, partnerships, and other business entities. The amounts are subject to modification for opportunities such as the acquisition of attractive oil and gas properties, natural gas storage facilities and the expansion of natural gas transmission line capacities. While the majority of capital expenditures in the Utility segment are necessitated by the continued need for replacement and upgrading of mains and service lines, the magnitude of future capital expenditures or other investments in the Company’s other business segments depends, to a large degree, upon market conditions.

Financing Cash Flow

Consolidated short-term debt decreased $20.0 million during the six months ended March 31, 2012. The maximum amount of short-term debt outstanding during the six months ended March 31, 2012 was $327.8 million. The Company used its $500.0 million long-term debt issuance in December 2011 to substantially reduce its short-term debt. The Company continues to consider short-term debt (consisting of short-term notes payable to banks and commercial paper) an important source of cash for temporarily financing capital expenditures and investments in corporations and/or partnerships, gas-in-storage inventory, unrecovered purchased gas costs, margin calls on derivative financial instruments, exploration and

 

- 47 -


Table of Contents

development expenditures, repurchases of stock, other working capital needs and repayment of long-term debt. Fluctuations in these items can have a significant impact on the amount and timing of short-term debt. At March 31, 2012, the Company had outstanding commercial paper of $20.0 million and no outstanding short-term notes payable to banks.

As for bank loans, the Company maintains a number of individual uncommitted or discretionary lines of credit with certain financial institutions for general corporate purposes. Borrowings under these lines of credit are made at competitive market rates. These credit lines, which totaled $335.0 million at March 31, 2012, are revocable at the option of the financial institutions and are reviewed on an annual basis. The Company anticipates that its uncommitted lines of credit generally will be renewed at amounts near current levels, or substantially replaced by similar lines.

The total amount available to be issued under the Company’s commercial paper program is $300.0 million. At March 31, 2012, the commercial paper program was backed by a syndicated committed credit facility totaling $750.0 million, which commitment extends through January 6, 2017. Under the committed credit facility, the Company agreed that its debt to capitalization ratio would not exceed .65 at the last day of any fiscal quarter through January 6, 2017. At March 31, 2012, the Company’s debt to capitalization ratio (as calculated under the facility) was .42. The constraints specified in the committed credit facility would have permitted an additional $2.23 billion in short-term and/or long-term debt to be outstanding (further limited by the indenture covenants discussed below) before the Company’s debt to capitalization ratio exceeded .65.

If a downgrade in any of the Company’s credit ratings were to occur, access to the commercial paper markets might not be possible. However, the Company expects that it could borrow under its committed credit facility, uncommitted bank lines of credit or rely upon other liquidity sources, including cash provided by operations.

Under the Company’s existing indenture covenants, at March 31, 2012, the Company would have been permitted to issue up to a maximum of $1.52 billion in additional long-term unsecured indebtedness at then current market interest rates in addition to being able to issue new indebtedness to replace maturing debt. The Company’s present liquidity position is believed to be adequate to satisfy known demands. However, if the Company were to experience a significant loss in the future (for example, as a result of an impairment of oil and gas properties), it is possible, depending on factors including the magnitude of the loss, that these indenture covenants would restrict the Company’s ability to issue additional long-term unsecured indebtedness for a period of up to nine calendar months, beginning with the fourth calendar month following the loss. This would not at any time preclude the Company from issuing new indebtedness to replace maturing debt.

The Company’s 1974 indenture pursuant to which $99.0 million (or 7.1%) of the Company’s long-term debt (as of March 31, 2012) was issued, contains a cross-default provision whereby the failure by the Company to perform certain obligations under other borrowing arrangements could trigger an obligation to repay the debt outstanding under the indenture. In particular, a repayment obligation could be triggered if the Company fails (i) to pay any scheduled principal or interest on any debt under any other indenture or agreement, or (ii) to perform any other term in any other such indenture or agreement, and the effect of the failure causes, or would permit the holders of the debt to cause, the debt under such indenture or agreement to become due prior to its stated maturity, unless cured or waived.

The Company’s $750.0 million committed credit facility also contains a cross-default provision whereby the failure by the Company or its significant subsidiaries to make payments under other borrowing arrangements, or the occurrence of certain events affecting those other borrowing arrangements, could trigger an obligation to repay any amounts outstanding under the committed credit facility. In particular, a repayment obligation could be triggered if (i) the Company or any of its significant subsidiaries fails to make a payment when due of any principal or interest on any other indebtedness aggregating $40.0 million or more, or (ii) an event occurs that causes, or would permit the holders of any other indebtedness aggregating $40.0 million or more to cause, such indebtedness to become due prior to its stated maturity. As of March 31, 2012, the Company did not have any debt outstanding under the committed credit facility.

 

- 48 -


Table of Contents

The Company’s embedded cost of long-term debt was 6.17% at March 31, 2012 and 6.85% at March 31, 2011.

Current Portion of Long-Term Debt at March 31, 2012 consists of $250.0 million of 5.25% notes that mature in March 2013. Currently, the Company expects to refund these notes in fiscal 2013 with cash on hand, short-term borrowings and/or long-term debt. The Company repaid $150 million of 6.70% notes that matured on November 21, 2011, which had been classified as Current Portion of Long-Term Debt at September 30, 2011.

On December 1, 2011, the Company issued $500.0 million of 4.90% notes due December 1, 2021. After deducting underwriting discounts and commissions, the net proceeds to the Company amounted to $496.1 million. The holders of the notes may require the Company to repurchase their notes at a price equal to 101% of the principal amount in the event of a change in control and a ratings downgrade to a rating below investment grade. The proceeds of this debt issuance were used for general corporate purposes, including refinancing short-term debt that was used to pay the $150 million due at the maturity of the Company’s 6.70% notes in November 2011.

The Company may issue debt or equity securities in a public offering or a private placement from time to time. The amounts and timing of the issuance and sale of debt or equity securities will depend on market conditions, indenture requirements, regulatory authorizations and the capital requirements of the Company.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has entered into certain off-balance sheet financing arrangements. These financing arrangements are primarily operating leases. The Company’s consolidated subsidiaries have operating leases, the majority of which are with the Utility and the Pipeline and Storage segments, having a remaining lease commitment of approximately $32.1 million. These leases have been entered into for the use of buildings, vehicles, construction tools, meters and other items and are accounted for as operating leases.

OTHER MATTERS

In addition to the legal proceedings disclosed in Part II, Item 1 of this report, the Company is involved in other litigation and regulatory matters arising in the normal course of business. These other matters may include, for example, negligence claims and tax, regulatory or other governmental audits, inspections, investigations or other proceedings. These matters may involve state and federal taxes, safety, compliance with regulations, rate base, cost of service and purchased gas cost issues, among other things. While these normal-course matters could have a material effect on earnings and cash flows in the quarterly and annual period in which they are resolved, they are not expected to change materially the Company’s present liquidity position, nor are they expected to have a material adverse effect on the financial condition of the Company.

During the six months ended March 31, 2012, the Company contributed $31.8 million to its Retirement Plan and $15.3 million to its VEBA trusts and 401(h) accounts for its other post-retirement benefits. In the remainder of 2012, the Company expects to contribute $7.0 million to the Retirement Plan. Changes in the discount rate, other actuarial assumptions, and asset performance could ultimately cause the Company to fund larger amounts to the Retirement Plan in fiscal 2012 in order to be in compliance with the Pension Protection Act of 2006. In the remainder of 2012, the Company expects to contribute between $5.0 million and $6.0 million to its VEBA trusts and 401(h) accounts.

Market Risk Sensitive Instruments

On July 21, 2010, the Dodd-Frank Act was signed into law. The Dodd-Frank Act includes provisions related to the swaps and over-the-counter derivatives markets. Certain provisions of the Dodd-Frank Act related to derivatives became effective July 16, 2011, but other provisions related to derivatives will not become effective until federal agencies (including the Commodity Futures Trading Commission (CFTC), various banking regulators and the SEC) adopt rules to implement the law. For purposes of the Dodd-Frank Act, the Company believes it will be categorized as a non-financial end user of derivatives, that is, as a non-

 

- 49 -


Table of Contents

financial entity that uses derivatives to hedge commercial risk. Nevertheless, the rules that are being developed could have a significant impact on the Company. For example, banking regulators have proposed a rule that would require swap dealers and major swap participants subject to their jurisdiction to collect initial and variation margin from counterparties that are non-financial end users, though such swap dealers and major swap participants would have the discretion to set thresholds for posting margin (unsecured credit limits). Regardless of the levels of margin that might be required, concern remains that swap dealers and major swap participants will pass along their increased capital and margin costs through higher prices and reductions in thresholds for posting margin. In addition, while the Company expects to be exempt from the Dodd-Frank Act’s requirement that swaps be cleared and traded on exchanges or swap execution facilities, the cost of entering into a non-cleared swap that is available as a cleared swap may be greater. The Company continues to monitor these developments but cannot predict the impact the Dodd-Frank Act may ultimately have on its operations.

In accordance with the authoritative guidance for fair value measurements, the Company has identified certain inputs used to recognize fair value as Level 3 (unobservable inputs). The Level 3 derivative net liabilities relate to crude oil swap agreements used to hedge forecasted sales at a specific location (southern California). The Company’s internal model that is used to calculate fair value applies a historical basis differential (between the sales locations and NYMEX) to a forward NYMEX curve because there is not a forward curve specific to this sales location. Given the high level of historical correlation between NYMEX prices and prices at this sales location, the Company does not believe that the fair value recorded by the Company would be significantly different from what it expects to receive upon settlement.

The Company uses the crude oil swaps classified as Level 3 to hedge against the risk of declining commodity prices and not as speculative investments. Gains or losses related to these Level 3 derivative net liabilities (including any reduction for credit risk) are deferred until the hedged commodity transaction occurs in accordance with the provisions of the existing guidance for derivative instruments and hedging activities. The Level 3 Net Liabilities amount to $68.8 million at March 31, 2012 and represent 25.8% of the Total Net Assets shown in Part I, Item 1 at Note 2 – Fair Value Measurements at March 31, 2012.

The increase in the net fair value liability of the Level 3 positions from October 1, 2011 to March 31, 2012, as shown in Part I, Item 1 at Note 2, was attributable to an increase in the commodity price of crude oil relative to the swap price during that period. The Company believes that these fair values reasonably represent the amounts that the Company would realize upon settlement based on commodity prices that were present at March 31, 2012.

The fair value of all of the Company’s Net Derivative Assets was reduced by $0.8 million based upon the Company’s assessment of counterparty credit risk (for the Company’s derivative assets) and the Company’s credit risk (for the Company’s derivative liabilities). The Company applied default probabilities to the anticipated cash flows that it was expecting to receive and pay to its counterparties to calculate the credit reserve.

For a complete discussion of market risk sensitive instruments, refer to “Market Risk Sensitive Instruments” in Item 7 of the Company’s 2011 Form 10-K. There have been no subsequent material changes to the Company’s exposure to market risk sensitive instruments.

Rate and Regulatory Matters

Utility Operation

Delivery rates for both the New York and Pennsylvania divisions are regulated by the states’ respective public utility commissions and are changed only when approved through a procedure known as a “rate case.” Currently neither division has a rate case on file. In both jurisdictions, delivery rates do not reflect the recovery of purchased gas costs. Prudently-incurred gas costs are recovered through operation of automatic adjustment clauses, and are collected primarily through a separately-stated “supply charge” on the customer bill.

 

- 50 -


Table of Contents

New York Jurisdiction

Customer delivery rates charged by Distribution Corporation’s New York division were established in a rate order issued on December 21, 2007 by the NYPSC. The rate order approved a revenue increase of $1.8 million annually, together with a surcharge that would collect up to $10.8 million to cover expenses for implementation of an efficiency and conservation incentive program. The rate order further provided for a return on equity of 9.1%. In connection with the efficiency and conservation program, the rate order approved a revenue decoupling mechanism. The revenue decoupling mechanism “decouples” revenues from throughput by enabling the Company to collect from small volume customers its allowed margin on average weather normalized usage per customer. The effect of the revenue decoupling mechanism is to render the Company financially indifferent to throughput decreases resulting from conservation. The Company surcharges or credits any difference from the average weather normalized usage per customer account. The surcharge or credit is calculated to recover total margin for the most recent twelve-month period ending December 31, and is applied to customer bills annually, beginning March 1st.

On April 18, 2008, Distribution Corporation filed an appeal with Supreme Court, Albany County, seeking review of the rate order. The appeal contended, among other things, that the NYPSC improperly disallowed recovery of certain environmental clean-up costs. Following further appeals, on March 29, 2011, the Court of Appeals, the state’s highest court, issued a judgment and opinion in favor of Distribution Corporation. The matter was remanded to the NYPSC to be implemented consistent with the decision of the court.

Pennsylvania Jurisdiction

Distribution Corporation’s current delivery charges in its Pennsylvania jurisdiction were approved by the PaPUC on November 30, 2006 as part of a settlement agreement that became effective January 1, 2007.

Pipeline and Storage

Supply Corporation filed a general rate case with the FERC on October 31, 2011, proposing rate increases to be effective December 1, 2011. In November 2011, the FERC accepted those filed rates, and suspended the effective date of the proposed rate increases until May 1, 2012, when the increased rates would be made effective, subject to refund. However, the parties on April 17, 2012 reached an agreement in principle to settle the rate case at rates generally lower than the rates proposed in October 2011 by Supply Corporation. On April 27, 2012, the FERC accepted the new settled rates to be effective May 1, 2012 on an interim basis, subject to surcharge and refund if the settlement in principle does not become effective.

To become effective, the settlement in principle will have to be memorialized in a written stipulation approved by the parties, certified by the Administrative Law Judge, and approved by the FERC. If no settlement is implemented, and the rates finally approved at the end of the proceeding exceed the rates that were in effect at October 31, 2011 but are less than the rates put into effect subject to refund on May 1, 2012, then Supply Corporation will be required to refund the difference between the rates collected subject to refund and the final approved rates, with interest at the FERC-approved rate. If no settlement is implemented, and the rates approved at the end of the proceeding are lower than the rates in effect at October 31, 2011, then the refund obligation will be limited to the difference between the rates in effect at October 31, 2011 and the rates put into effect subject to refund on May 1, 2012, with interest at the FERC-approved rate. To the extent any final FERC-approved rates are below those in effect at October 31, 2011, there is no refund for that rate differential. The final FERC-approved rates would be charged to customers only prospectively, from the date they go into effect.

Empire’s facilities known as the Empire Connector project were placed into service on December 10, 2008. As of that date, Empire became an interstate pipeline subject to FERC regulation, performing services under a FERC-approved tariff and at FERC-approved rates. The December 21, 2006 FERC order issuing Empire its NGA Section 7(c) Certificate required Empire to file a cost and revenue study at the FERC following three years of actual operation as an interstate pipeline, in conjunction with which Empire will either justify Empire’s existing recourse rates or propose alternative rates. Empire satisfied this obligation on March 14, 2012 by filing a cost and revenue study based on the twelve months ended December 31, 2011, and did not propose alternative rates. The FERC has not yet responded to Empire’s filing or issued any notice setting a deadline for others to respond.

 

- 51 -


Table of Contents

Environmental Matters

The Company is subject to various federal, state and local laws and regulations relating to the protection of the environment. The Company has established procedures for the ongoing evaluation of its operations to identify potential environmental exposures and comply with regulatory policies and procedures. It is the Company’s policy to accrue estimated environmental clean-up costs (investigation and remediation) when such amounts can reasonably be estimated and it is probable that the Company will be required to incur such costs.

The Company has agreed with the NYDEC to remediate a former manufactured gas plant site located in New York. In February 2009, the Company received approval from the NYDEC of a Remedial Design work plan (RDWP) for this site. In October 2010, the Company submitted a RDWP addendum to conduct additional Preliminary Design Investigation field activities necessary to design a successful remediation. An estimated minimum liability for remediation of this site of $14.1 million has been recorded.

At March 31, 2012, the Company has estimated its remaining clean-up costs related to former manufactured gas plant sites and third party waste disposal sites (including the former manufactured gas plant site discussed above) will be in the range of $15.6 million to $19.8 million. The minimum estimated liability of $15.6 million, which includes the $14.1 million discussed above, has been recorded on the Consolidated Balance Sheet at March 31, 2012. The Company expects to recover its environmental clean-up costs through rate recovery.

Legislative and regulatory measures to address climate change and greenhouse gas emissions are in various phases of discussion or implementation. Pursuant to an EPA determination, effective January 2011 projects proposing new stationary sources of significant greenhouse gas emissions or major modifications of existing facilities are required under the federal Clean Air Act to obtain permits covering such emissions. The EPA is also considering other regulatory options to regulate greenhouse gas emissions from the energy industry. In April 2011, the U.S. Senate rejected bills aimed at curbing the authority of the EPA to regulate greenhouse gas emissions. In April 2012, the EPA adopted rules which will restrict emissions associated with oil and natural gas drilling. Compliance with these new rules will not materially change the Company’s ongoing emissions–limiting technologies and practices, and is not expected to have a significant impact on the Company. In addition, the U.S. Congress has from time to time considered bills that would establish a cap-and-trade program to reduce emissions of greenhouse gases. Legislation or regulation that restricts carbon emissions could increase the Company’s cost of environmental compliance by requiring the Company to install new equipment to reduce emissions from larger facilities and/or purchase emission allowances. International, federal, state or regional climate change and greenhouse gas measures could also delay or otherwise negatively affect efforts to obtain permits and other regulatory approvals with regard to existing and new facilities, or impose additional monitoring and reporting requirements. Climate change and greenhouse gas initiatives, and incentives to conserve energy or use alternative energy sources, could also reduce demand for oil and natural gas. But legislation or regulation that sets a price on or otherwise restricts carbon emissions could also benefit the Company by increasing demand for natural gas, because substantially fewer carbon emissions per Btu of heat generated are associated with the use of natural gas than with certain alternate fuels such as coal and oil. The effect (material or not) on the Company of any new legislative or regulatory measures will depend on the particular provisions that are ultimately adopted.

The Company is currently not aware of any material additional exposure to environmental liabilities. However, changes in environmental regulations, new information or other factors could adversely impact the Company.

New Authoritative Accounting and Financial Reporting Guidance

In May 2011, the FASB issued authoritative guidance regarding fair value measurement as a joint project with the IASB. The objective of the guidance was to bring together as closely as possible the fair value measurement and disclosure guidance issued by the two boards. The guidance includes a few updates to measurement guidance and some enhanced disclosure requirements. For all Level 3 fair value

 

- 52 -


Table of Contents

measurements, the guidance requires quantitative information about significant unobservable inputs used and a description of the valuation processes in place. The guidance also requires a qualitative discussion about the sensitivity of recurring Level 3 fair value measurements and information about any transfers between Level 1 and Level 2 of the fair value hierarchy. The new guidance also contains a requirement that all fair value measurements, whether they are recorded on the balance sheet or disclosed in the footnotes, be classified as Level 1, Level 2 or Level 3 within the fair value hierarchy. This authoritative guidance became effective for the quarter ended March 31, 2012. The Company has updated its disclosures to reflect the new requirements in Item 1 at Note 2 – Fair Value Measurements.

In June 2011, the FASB issued authoritative guidance regarding the presentation of comprehensive income. The new guidance allows companies only two choices for presenting net income and other comprehensive income: in a single continu