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8-K - 8-K - WGL HOLDINGS INCa8-kq42017earningsrelease.htm

Exhibit 99.1


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FOR IMMEDIATE RELEASE
November 17, 2017
  
CONTACTS:
  
 
 
  
News Media
Brian Edwards
  
202-624-6620
 
 
 
 
  
Financial Community
Douglas Bonawitz
  
202-624-6129
WGL Holdings, Inc. Reports Fiscal Year 2017 Financial Results
 
Consolidated GAAP earnings per share up — $3.74 per share vs. $3.31 per share; Record GAAP earnings of $192.6 million

Non-GAAP operating earnings per share up — $3.11 per share vs. $3.08 per share; Operating earnings of $160.2 million
Consolidated Results
WGL Holdings, Inc. (NYSE: WGL), the parent company of Washington Gas Light Company (Washington Gas) and other energy-related subsidiaries, today reported net income applicable to common stock determined in accordance with generally accepted accounting principles in the United States of America (GAAP) for the fiscal year ended September 30, 2017, of $192.6 million, or $3.74 per share, an improvement of $25.0 million, or $0.43 per share, over net income applicable to common stock of $167.6 million, or $3.31 per share, reported for the fiscal year ended September 30, 2016.
For the quarter ended September 30, 2017, net income applicable to common stock was $3.3 million, or $0.06 per share, compared to a net loss applicable to common stock of $(8.9) million, or $(0.17) per share, for the same period of the prior fiscal year.
On a consolidated basis, WGL also uses non-GAAP operating earnings (loss) to evaluate overall financial performance, and evaluates segment financial performance based on earnings before interest and taxes (EBIT) and adjusted EBIT. Operating earnings (loss) and adjusted EBIT are non-GAAP financial measures, which are not recognized in accordance with GAAP and should not be viewed as alternatives to GAAP measures of performance. Both non-GAAP operating earnings (loss) and adjusted EBIT adjust for the accounting recognition of certain transactions that we believe are not representative of the ongoing earnings of the company. Additionally, we believe that adjusted EBIT enhances the ability to evaluate segment performance because it excludes interest and income tax expense, which are affected by corporate-wide strategies such as capital financing and tax sharing allocations. Refer to “Reconciliation of Non-GAAP Financial Measures,” attached to this news release, for a more detailed discussion of management’s use of these measures and for reconciliations to GAAP financial measures.
For the fiscal year ended September 30, 2017, operating earnings were $160.2 million, or $3.11 per share, an improvement of $4.6 million, or $0.03 per share, over operating earnings of $155.6 million, or $3.08 per share, for the prior fiscal year. For the quarter ended September 30, 2017, we had an operating loss of $(8.8) million, or $(0.17) per share, compared to an operating loss of $(4.7) million, or $(0.09) per share, for the same period of the prior fiscal year.

1


Exhibit 99.1



Results by Business Segment

Regulated Utility
  
Three Months Ended September 30,
 
Increase/
 
Fiscal Year Ended
September 30,
 
Increase/
(In millions)
2017
 
2016
 
(Decrease)
 
2017
 
2016
 
(Decrease)
EBIT
$
(12.8
)
 
$
(14.9
)
 
$
2.1

 
$
266.3

 
$
228.2

 
$
38.1

Adjusted EBIT
$
(23.6
)
 
$
(21.2
)
 
$
(2.4
)
 
$
227.2

 
$
224.3

 
$
2.9


For the three months ended September 30, 2017, the increase in EBIT reflects higher unrealized margins associated with our asset optimization program. Additionally, comparisons of both EBIT and adjusted EBIT reflect: (i) higher customer growth; (ii) new base rates in Virginia and the District of Columbia; and (iii) higher realized margins associated with our asset optimization program. These favorable variances were offset by higher depreciation and amortization expenses associated with our new billing system as well as growth in our utility plant, and increases in operation and maintenance expenses.
For the fiscal year ended September 30, 2017, the increase in EBIT reflects higher unrealized mark-to-market valuations on energy-related derivatives, partially offset by the effects of warmer than normal weather patterns. Additionally, the increases in both EBIT and adjusted EBIT reflect favorable variances for customer growth and new base rates in Virginia and the District of Columbia. These favorable variances were partially offset by higher depreciation and amortization expenses and increases in operation and maintenance expenses.

Retail Energy-Marketing
  
Three Months Ended September 30,
 
Increase/
 
Fiscal Year Ended
September 30,
 
Increase/
(In millions)
2017
 
2016
 
(Decrease)
 
2017
 
2016
 
(Decrease)
EBIT
$
10.4

 
$
12.9

 
$
(2.5
)
 
$
53.2

 
$
65.0

 
$
(11.8
)
Adjusted EBIT
$
12.4

 
$
24.3

 
$
(11.9
)
 
$
41.6

 
$
54.2

 
$
(12.6
)

For both the three months and fiscal year ended September 30, 2017, the comparison in EBIT reflects higher unrealized mark-to-market valuation on energy-related derivatives.

For the three months ended September 30, 2017, the comparisons in EBIT and adjusted EBIT reflect: (i) lower realized natural gas margins, primarily due to lower sales volume and margins realized from portfolio optimization transactions; and (ii) lower realized electric margins due to higher capacity charges from the regional power grid operator (PJM) and lower sales volume when compared to the same period in the prior fiscal year.

For the fiscal year ended September 30, 2017, the decrease in both EBIT and adjusted EBIT reflects lower realized natural gas margins due to a decrease in natural gas portfolio optimization sales activity and margins as well as declining electric sales volumes.

Commercial Energy Systems
  
Three Months Ended September 30,
 
Increase/
 
Fiscal Year Ended
September 30,
 
Increase/
(In millions)
2017
 
2016
 
(Decrease)
 
2017
 
2016
 
(Decrease)
EBIT
$
13.3

 
$
11.7

 
$
1.6

 
$
40.8

 
$
22.0

 
$
18.8

Adjusted EBIT
$
15.0

 
$
13.1

 
$
1.9

 
$
47.6

 
$
27.3

 
$
20.3


For both the three months and fiscal year ended September 30, 2017, the increase in EBIT and adjusted EBIT primarily reflects higher earnings from alternative energy investments, including investments in tax equity partnerships.   Distributed generation assets in service have increased, which increases solar generation sales, renewable energy credit sales and rebate income. Additionally, the increase in EBIT reflects an increase in other income due to the restructuring of an alternative energy

2


Exhibit 99.1


investment.  Partially offsetting these favorable variances were lower revenues from the energy-efficiency contracting business due to a decrease in active projects this year compared to the same period in the prior fiscal year.

Midstream Energy Services
  
Three Months Ended September 30,
 
Increase/
 
Fiscal Year Ended
September 30,
 
Increase/
(In millions)
2017
 
2016
 
(Decrease)
 
2017
 
2016
 
(Decrease)
EBIT
$
16.5

 
$
(9.8
)
 
$
26.3

 
$
37.7

 
$
7.8

 
$
29.9

Adjusted EBIT
$
0.4

 
$
(7.8
)
 
$
8.2

 
$
10.9

 
$
2.6

 
$
8.3


For the three months ended September 30, 2017, the increase in EBIT reflects higher valuations on our derivative contracts associated with our long-term transportation strategies. For the fiscal year ended September 30, 2017, the increase in EBIT reflects higher valuations and realized margins related to storage inventory and the associated economic hedging transactions.

Additionally, for both the three months and fiscal year ended September 30, 2017, the increase in both EBIT and adjusted EBIT reflects higher realized margins on our transportation strategies and higher income related to our pipeline investments. The favorable variances for adjusted EBIT are partially offset by lower income related to less favorable storage spreads when compared to the same periods of the prior fiscal year.

Other Activities
  
Three Months Ended September 30,
 
Increase/
 
Fiscal Year Ended
September 30,
 
Increase/
(In millions)
2017
 
2016
 
(Decrease)
 
2017
 
2016
 
(Decrease)
EBIT
$
(2.0
)
 
$
(0.4
)
 
$
(1.6
)
 
$
(19.9
)
 
$
(3.2
)
 
$
(16.7
)
Adjusted EBIT
$
(1.8
)
 
$
(0.4
)
 
$
(1.4
)
 
$
(4.9
)
 
$
(3.2
)
 
$
(1.7
)

For both the three months and fiscal year ended September 30, 2017, the decrease in EBIT primarily relates to external costs associated with the planned merger with AltaGas Ltd. (AltaGas).
Other Information
During the pendency period of the proposed merger between WGL and AltaGas, WGL will not conduct earnings calls and will not give forward year guidance. Additional information regarding financial results and recent regulatory events can be found in WGL's and Washington Gas' Form 10-K for the year ended September 30, 2017, as filed with the Securities and Exchange Commission, and is also available at www.wglholdings.com.

WGL, headquartered in Washington, D.C., is a leading source for clean, efficient and diverse energy solutions. With activities and assets across the U.S., WGL consists of Washington Gas, WGL Energy, WGL Midstream and Hampshire Gas. WGL provides natural gas, electricity, green power and energy services, including generation, storage, transportation, distribution, supply and efficiency. Our calling as a company is to make energy surprisingly easy for our employees, our community and all our customers. Whether you are a homeowner or renter, small business or multinational corporation, state and local or federal agency, WGL is here to provide Energy Answers. Ask Us. For more information, visit us at www.wgl.com.

Unless otherwise noted, earnings per share amounts are presented on a diluted basis, and are based on weighted average common and common equivalent shares outstanding.

Please see the attached comparative statements for additional information on our operating results. Also attached to this news release are reconciliations of non-GAAP financial measures.
Forward-Looking Statements
This news release and other statements by us include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the outlook for earnings, revenues, dividends and other future financial business performance, strategies, financing plans, legal developments relating to Antero, the Constitution Pipeline, AltaGas Ltd.’s proposed acquisition of us and other expectations. Forward-looking statements are typically identified by words such as, but not limited to, “estimates,” “expects,” “anticipates,” “intends,” “believes,” “plans,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would,” and “could.” Although we believe such forward-looking statements are based on reasonable assumptions, we cannot give assurance that every objective will be achieved. Forward-looking statements speak only as of the date of this release, and we assume no duty to update them. Factors that could cause actual results to differ materially from those expressed or implied include, but are not limited to, general economic conditions, the possibility that the closing of the AltaGas transaction may not occur or may be delayed; litigation related to the AltaGas transaction or limitations or restrictions imposed by regulatory authorities that may delay or negatively impact the transaction; the potential loss of customers, employees or business partners as a result of the transaction and the factors discussed under the “Risk Factors” heading in our most recent annual report on Form 10-K and other documents that we have filed with, or furnished to, the U.S. Securities and Exchange Commission.


3

WGL Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)


(In thousands)
 
September 30, 2017
 
September 30, 2016
ASSETS
 
 
 
 
Property, Plant and Equipment
 
 
 
 
At original cost
 
$
6,143,841

 
$
5,542,916

Accumulated depreciation and amortization
 
(1,513,790
)
 
(1,415,679
)
Net property, plant and equipment
 
4,630,051

 
4,127,237

Current Assets
 
 
 
 
Cash and cash equivalents
 
8,524

 
5,573

Accounts receivable, net
 
553,312

 
491,020

Storage gas
 
243,984

 
207,132

Derivatives and other
 
180,069

 
139,749

Total current assets
 
985,889

 
843,474

Deferred Charges and Other Assets
 
1,010,069

 
1,078,739

Total Assets
 
$
6,626,009

 
$
6,049,450

CAPITALIZATION AND LIABILITIES
 
 
 
 
Capitalization
 
 
 
 
WGL Holdings common shareholders’ equity
 
$
1,502,690

 
$
1,375,561

Non-controlling interest
 
6,851

 
409

Washington Gas Light Company preferred stock
 
28,173

 
28,173

Total equity
 
1,537,714

 
1,404,143

Long-term debt
 
1,430,861

 
1,435,045

Total capitalization
 
2,968,575

 
2,839,188

Current Liabilities
 
 
 
 
Notes payable and current maturities of long-term debt
 
809,844

 
331,385

Accounts payable and other accrued liabilities
 
423,824

 
405,351

Derivatives and other
 
255,320

 
290,190

Total current liabilities
 
1,488,988

 
1,026,926

Deferred Credits
 
2,168,446

 
2,183,336

Total Capitalization and Liabilities
 
$
6,626,009

 
$
6,049,450



4

WGL Holdings, Inc.
Condensed Consolidated Statements of Income
(Unaudited)


  
 
Three Months Ended
September 30,
 
Fiscal Year Ended
September 30,
(In thousands, except per share data)
 
2017
 
2016
 
2017
 
2016
OPERATING REVENUES
 
 
 
 
 
 
 
 
Utility
 
$
151,036

 
$
131,505

 
$
1,143,337

 
$
1,044,117

Non-utility
 
278,087

 
328,394

 
1,211,387

 
1,305,442

Total Operating Revenues
 
429,123

 
459,899

 
2,354,724

 
2,349,559

OPERATING EXPENSES
 
 
 
 
 
 
 
 
Utility cost of gas
 
14,408

 
8,370

 
274,247

 
245,189

Non-utility cost of energy-related sales
 
215,217

 
290,990

 
1,002,908

 
1,123,077

Operation and maintenance
 
113,435

 
104,963

 
429,890

 
401,776

Depreciation and amortization
 
40,651

 
34,198

 
154,138

 
132,566

General taxes and other assessments
 
29,564

 
26,685

 
152,528

 
146,655

Total Operating Expenses
 
413,275

 
465,206

 
2,013,711

 
2,049,263

OPERATING INCOME (LOSS)
 
15,848

 
(5,307
)
 
341,013

 
300,296

Equity in earnings of unconsolidated affiliates
 
5,099

 
3,248

 
20,216

 
13,806

Other income (expenses) — net
 
2,410

 
957

 
1,819

 
4,646

Interest expense
 
18,474

 
13,553

 
74,026

 
52,310

INCOME (LOSS) BEFORE TAXES
 
4,883

 
(14,655
)
 
289,022

 
266,438

INCOME TAX EXPENSE (BENEFIT)
 
4,778

 
(5,545
)
 
111,159

 
98,074

NET INCOME (LOSS)
 
$
105

 
$
(9,110
)
 
$
177,863

 
$
168,364

Net loss attributable to non-controlling interest
 
(3,544
)
 
(550
)
 
(16,077
)
 
(550
)
Dividends on Washington Gas Light Company preferred stock
 
330

 
330

 
1,320

 
1,320

NET INCOME (LOSS) APPLICABLE TO COMMON STOCK
 
$
3,319

 
$
(8,890
)
 
$
192,620

 
$
167,594

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
 
 
 
 
 
 
 
 
Basic
 
51,219

 
51,070

 
51,205

 
50,369

Diluted
 
51,491

 
51,070

 
51,475

 
50,564

EARNINGS (LOSS) PER AVERAGE COMMON SHARE
 
 
 
 
 
 
 
 
Basic
 
$
0.06

 
$
(0.17
)
 
$
3.76

 
$
3.33

Diluted
 
$
0.06

 
$
(0.17
)
 
$
3.74

 
$
3.31


The following table reconciles EBIT by operating segment to net income (loss) applicable to common stock.
  
 
Three Months Ended
September 30,
 
Fiscal Year Ended
September 30,
(In thousands)
 
2017
 
2016
 
2017
 
2016
EBIT:
 
 
 
 
 
 
 
 
Regulated utility
 
$
(12,807
)
 
$
(14,883
)
 
$
266,307

 
$
228,219

Retail energy-marketing
 
10,420

 
12,913

 
53,195

 
64,968

Commercial energy systems
 
13,270

 
11,741

 
40,834

 
21,992

Midstream energy services
 
16,529

 
(9,824
)
 
37,689

 
7,807

Other activities
 
(1,978
)
 
(411
)
 
(19,865
)
 
(3,184
)
Intersegment eliminations
 
1,467

 
(88
)
 
965

 
(504
)
Total
 
$
26,901

 
$
(552
)
 
$
379,125

 
$
319,298

Interest expense
 
18,474

 
13,553

 
74,026

 
52,310

Income tax expense (benefit)
 
4,778

 
(5,545
)
 
111,159

 
98,074

Dividends on Washington Gas preferred stock
 
330

 
330

 
1,320

 
1,320

Net income (loss) applicable to common stock
 
$
3,319

 
$
(8,890
)
 
$
192,620

 
$
167,594


5

WGL Holdings, Inc.
Consolidated Financial and Operating Statistics
(Unaudited)

FINANCIAL STATISTICS
  
 
Fiscal Year Ended
September 30,
  
 
2017
 
2016
Closing Market Price — end of period
 
$84.20
 
$62.70
52-Week Market Price Range
 
$86.89 - $58.66
 
$74.10 - $56.90
Price Earnings Ratio
 
22.4
 
18.8
Annualized Dividends Per Share
 
$2.04
 
$1.95
Dividend Yield
 
2.4%
 
3.1%
Return on Average Common Equity
 
13.4%
 
12.8%
Total Interest Coverage (times)
 
5.0
 
5.8
Book Value Per Share — end of period
 
$29.34
 
$26.93
Common Shares Outstanding — end of period (thousands)
 
51,219
 
51,081
UTILITY GAS STATISTICS
  
 
Three Months Ended
September 30,
 
Fiscal Year Ended
September 30,
 
(In thousands)
 
2017
 
2016
 
2017
 
2016
 
Operating Revenues
 
 
 
 
 
 
 
 
 
Gas Sold and Delivered
 
 
 
 
 
 
 
 
 
Residential — Firm
 
$
74,222

  
$
65,671

 
$
685,206

  
$
615,170

 
Commercial and Industrial — Firm
 
23,395

 
16,386

 
156,088

 
136,646

 
Commercial and Industrial — Interruptible
 
107

 
318

 
2,239

 
2,181

 
 
 
97,724

 
82,375

 
843,533

 
753,997

 
Gas Delivered for Others
 
 
 
 
 
 
 
 
 
Firm
 
30,604

 
28,898

 
208,988

 
206,709

 
Interruptible
 
8,733

 
8,182

 
49,731

 
46,300

 
Electric Generation
 
396

 
543

 
1,331

 
1,954

 
 
 
39,733

 
37,623

 
260,050

 
254,963

 
 
 
137,457

 
119,998

 
1,103,583

 
1,008,960

 
Other
 
13,579

 
11,507

 
39,754

 
35,157

 
Total
 
$
151,036

  
$
131,505

 
$
1,143,337

  
$
1,044,117

 
 
 
 
 
 
 
 
 
 
 
  
 
Three Months Ended
September 30,
 
Fiscal Year Ended
September 30,
 
(In thousands of therms)
 
2017
 
2016
 
2017
 
2016
 
Gas Sales and Deliveries
 
 
 
 
 
 
 
 
 
Gas Sold and Delivered
 
 
 
 
 
 
 
 
 
Residential — Firm
 
38,688

 
33,749

 
600,279

 
590,625

 
Commercial and Industrial — Firm
 
25,040

 
14,731

 
174,436

 
167,832

 
Commercial and Industrial — Interruptible
 
10

 
425

 
2,554

 
2,771

 
 
 
63,738

 
48,905

 
777,269

 
761,228

 
Gas Delivered for Others
 
 
 
 
 
 
 
 
 
Firm
 
74,554

 
60,001

 
495,031

 
501,030

 
Interruptible
 
41,775

 
44,083

 
242,545

 
239,013

 
Electric Generation
 
28,301

 
122,968

 
87,611

 
291,252

 
 
 
144,630

 
227,052

 
825,187

 
1,031,295

 
Total
 
208,368

 
275,957

 
1,602,456

 
1,792,523

 
Utility Gas Purchase Expense (excluding asset optimization)
 
31.66

¢ 
36.79

¢ 
41.57

¢ 
35.44

¢ 
HEATING DEGREE DAYS
 
 
 
 
 
 
 
 
 
Actual
 
6

 
1

 
3,127

 
3,341

 
Normal
 
11

 
11

 
3,717

 
3,730

 
Percent Colder (Warmer) than Normal
 
(45.5
)%
 
(90.9
)%
 
(15.9
)%
 
(10.4
)%
 
Average Active Customer Meters
 
1,160,305

 
1,143,616

 
1,154,952

 
1,141,763

 
WGL ENERGY SERVICES
 
 
 
 
 
 
 
 
 
Natural Gas Sales
 
 
 
 
 
 
 
 
 
Therm Sales (thousands of therms)
 
90,200

 
100,900

 
693,300

 
750,700

 
Number of Customers (end of period)
 
116,200

 
133,000

 
116,200

 
133,000

 
Electricity Sales
 
 
 
 
 
 
 
 
 
Electricity Sales (thousands of kWhs)
 
3,048,500

 
3,769,600

 
12,248,400

 
13,090,700

 
Number of Accounts (end of period)
 
113,700

 
127,400

 
113,700

 
127,400

 
WGL ENERGY SYSTEMS
 
 
 
 
 
 
 
 
 
Megawatts in service
 
221

 
145

 
221

 
145

 
Megawatt hours generated
 
93,352

 
68,481

 
290,465

 
211,495

 

6

WGL Holdings, Inc.
Reconciliation of Non-GAAP Financial Measures
(Unaudited)


The tables below reconcile operating earnings (loss) on a consolidated basis to GAAP net income (loss) applicable to common stock and adjusted EBIT on a segment basis to EBIT. Management believes that operating earnings (loss) and adjusted EBIT provide a meaningful representation of our earnings from ongoing operations on a consolidated and segment basis, respectively. These measures facilitate analysis by providing consistent and comparable measures to help management, investors and analysts better understand and evaluate our operating results and performance trends, and assist in analyzing period-to-period comparisons. Additionally, we use these non-GAAP measures to report to the board of directors and to evaluate management’s performance.
To derive our non-GAAP measures, we adjust for the accounting recognition of certain transactions (non-GAAP adjustments) based on at least one of the following criteria:
To better match the accounting recognition of transactions with their economics;
To better align with regulatory view/recognition;
To eliminate the effects of:
i.
Significant out of period adjustments;
ii.
Other significant items that may obscure historical earnings comparisons and are not indicative of performance trends; and
iii.
For adjusted EBIT, other items which may obscure segment comparisons.
There are limits in using operating earnings (loss) and adjusted EBIT to analyze our consolidated and segment results, respectively, as they are not prepared in accordance with GAAP and may be different than non-GAAP financial measures used by other companies. In addition, using operating earnings (loss) and adjusted EBIT to analyze our results may have limited value as they exclude certain items that may have a material impact on our reported financial results. We compensate for these limitations by providing investors with the attached reconciliations to the most directly comparable GAAP financial measures.
The following tables represent the reconciliation of non-GAAP operating earnings to GAAP net income (loss) applicable to common stock (consolidated by quarter):
Fiscal Year 2017
  
 
Quarterly Period Ended(1)
(In thousands, except per share data)
 
Dec. 31
 
Mar. 31
 
Jun. 30
 
Sept. 30
 
Fiscal Year
Operating earnings (loss)
 
$
59,362

 
$
96,087

 
$
13,635

 
$
(8,840
)
 
$
160,244

Non-GAAP adjustments(3)
 
(2,324
)
 
38,468

 
(3,093
)
 
22,317

 
55,368

De-designated interest rate swaps(4)
 

 
2,516

 
(7,757
)
 
(329
)
 
(5,570
)
Income tax effect of non-GAAP adjustments(5)
 
934

 
(14,007
)
 
5,480

 
(9,829
)
 
(17,422
)
Net income (loss) applicable to common stock
 
$
57,972

 
$
123,064

 
$
8,265

 
3,319

 
$
192,620

Diluted average common shares outstanding
 
51,445

 
51,476

 
51,493

 
51,491

 
51,475

Operating earnings (loss) per share
 
$
1.15

 
$
1.87

 
$
0.26

 
$
(0.17
)
 
$
3.11

Per share effect of non-GAAP adjustments
 
(0.03
)
 
0.52

 
(0.10
)
 
0.23

 
0.63

Diluted earnings (loss) per average common share
 
$
1.12

 
$
2.39

 
$
0.16

 
$
0.06

 
$
3.74

Fiscal Year 2016(2)
  
 
Quarterly Period Ended(1)
(In thousands, except per share data)
 
Dec. 31
 
Mar. 31
 
Jun. 30
 
Sept. 30
 
Fiscal Year
Operating earnings (loss)
 
$
59,205

 
$
89,490

 
$
11,561

 
(4,656
)
 
$
155,600

Non-GAAP adjustments(3)
 
13,312

 
25,815

 
(16,109
)
 
(8,541
)
 
14,477

Income tax effect of non-GAAP adjustments(5)
 
(4,346
)
 
(9,017
)
 
6,573

 
4,307

 
(2,483
)
Net income (loss) applicable to common stock
 
$
68,171

 
$
106,288

 
$
2,025

 
$
(8,890
)
 
$
167,594

Diluted average common shares outstanding
 
50,030

 
50,282

 
50,905

 
51,070

 
50,564

Operating earnings (loss) per share
 
$
1.18

 
$
1.78

 
$
0.23

 
$
(0.09
)
 
$
3.08

Per share effect of non-GAAP adjustments
 
0.18

 
0.33

 
(0.19
)
 
(0.08
)
 
0.23

Diluted earnings (loss) per average common share
 
$
1.36

 
$
2.11

 
$
0.04

 
$
(0.17
)
 
$
3.31

(1) Quarterly earnings per share may not sum to year-to-date or annual earnings per share as quarterly calculations are based on weighted average common and common equivalent shares outstanding, which may vary for each of those periods.


7

WGL Holdings, Inc. (Consolidated by Quarter)
Reconciliation of Non-GAAP Financial Measures
(Unaudited)


(2)Prior year non-GAAP measures have been recast to include $15.2 million of pre-tax losses associated with the index price used in certain gas purchases from Antero. The index price used to invoice these purchases had been the subject of an arbitration proceeding; however, in February 2017, the arbitral tribunal ruled in favor of Antero.

(3)Refer to the reconciliations of adjusted EBIT to EBIT below for further details on our non-GAAP adjustments. Note that non-GAAP adjustments associated with interest expense or income taxes are shown separately and are not included in the reconciliation from adjusted EBIT to EBIT.

(4)Non-GAAP adjustment related to mark-to-market valuations on forward starting interest rate swaps associated with anticipated future financing. Due to certain covenants in the Merger Agreement with AltaGas, it is no longer probable that the 30-year debt issuance that the swaps were originally intended to hedge will occur. However, we believe that some form of financing will continue to be required. The hedges were de-designated in January 2017.

(5)Non-GAAP adjustments are presented on a gross basis and the income tax effects of those adjustments are presented separately. The income tax effects of non-GAAP adjustments, both current and deferred, are calculated at the individual company level based on the applicable composite tax rate for each period presented, with the exception of transactions not subject to income taxes. Additionally, the income tax effect of non-GAAP adjustments includes investment tax credits related to distributed generation assets.


The following tables summarize non-GAAP adjustments by operating segment and present a reconciliation of adjusted EBIT to EBIT. EBIT is defined as earnings before interest and taxes, less amounts attributable to non-controlling interest. Items we do not include in EBIT are interest expense, inter-company financing activity, dividends on Washington Gas preferred stock, and income taxes.
Three Months Ended September 30, 2017
(In thousands)
 
Regulated
Utility
 
Retail Energy-
Marketing
 
Commercial
Energy
Systems
 
Midstream
Energy
Services
 
Other
Activities(i)
 

Eliminations
 
Total
Adjusted EBIT
 
$
(23,631
)
 
$
12,434

 
$
15,047

 
$
384

 
$
(1,751
)
 
$
2,101

 
$
4,584

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized mark-to-market valuations on energy-related derivatives(a)
 
9,623

 
(2,014
)
 

 
11,226

 

 
(634
)
 
18,201

Storage optimization program(b)
 
1,203

 

 

 

 

 

 
1,203

DC weather impact(c)
 
(2
)
 

 

 

 

 

 
(2
)
Distributed generation asset related investment tax credits(d)
 

 

 
(1,777
)
 

 

 

 
(1,777
)
Change in measured value of inventory(e)
 

 

 

 
4,919

 

 

 
4,919

Merger related costs(f)
 

 

 

 

 
(227
)
 

 
(227
)
Total non-GAAP adjustments
 
$
10,824

 
$
(2,014
)
 
$
(1,777
)
 
$
16,145

 
$
(227
)
 
$
(634
)
 
$
22,317

EBIT
 
$
(12,807
)
 
$
10,420

 
$
13,270

 
$
16,529

 
$
(1,978
)
 
$
1,467

 
$
26,901

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2016
(In thousands)
 
Regulated
Utility
 
Retail Energy-
Marketing
 
Commercial
Energy
Systems
 
Midstream
Energy
Services
 
Other
Activities(j)
 

Eliminations
 
Total
Adjusted EBIT
 
$
(21,171
)
 
$
24,282

 
$
13,139

 
$
(7,762
)
 
$
(411
)
 
$
(88
)
 
$
7,989

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized mark-to-market valuations on energy-related derivatives(a)
 
4,017

 
(11,369
)
 

 
(9,699
)
 

 

 
(17,051
)
Storage optimization program (b)
 
663

 

 

 

 

 

 
663

DC weather impact(c)
 
(114
)
 

 

 

 

 

 
(114
)
Distributed generation asset related investment tax credits(d)
 

 

 
(1,398
)
 

 

 

 
(1,398
)
Change in measured value of inventory(e)
 

 

 

 
7,637

 

 

 
7,637

Net insurance proceeds(h)
 
$
1,722

 
$

 
$

 
$

 
$

 
$

 
$
1,722

Total non-GAAP adjustments
 
$
6,288

 
$
(11,369
)
 
$
(1,398
)
 
$
(2,062
)
 
$

 
$

 
$
(8,541
)
EBIT
 
$
(14,883
)
 
$
12,913

 
$
11,741

 
$
(9,824
)
 
$
(411
)
 
$
(88
)
 
$
(552
)


8

WGL Holdings, Inc.
Reconciliation of Non-GAAP Financial Measures
(Unaudited)


Fiscal Year Ended September 30, 2017
(In thousands)
 
Regulated
Utility
 
Retail Energy-
Marketing
 
Commercial
Energy
Systems
 
Midstream
Energy
Services
 
Other
Activities(j)
 

Eliminations
 
Total
Adjusted EBIT
 
$
227,228

 
$
41,597

 
$
47,586

 
$
10,880

 
$
(4,862
)
 
$
1,328

 
$
323,757

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized mark-to-market valuations on energy-related derivatives(a)
 
49,338

 
11,598

 

 
18,823

 

 
(363
)
 
79,396

Storage optimization program(b)
 
1,496

 

 

 

 

 

 
1,496

DC weather impact(c)
 
(11,755
)
 

 

 

 

 

 
(11,755
)
Distributed generation asset related investment tax credits(d)
 

 

 
(6,752
)
 

 

 

 
(6,752
)
Change in measured value of inventory(e)
 

 

 

 
7,986

 

 

 
7,986

Merger related costs(f)
 

 

 

 

 
(12,902
)
 

 
(12,902
)
Third party guarantee(g)
 

 

 

 

 
(2,101
)
 

 
(2,101
)
Total non-GAAP adjustments
 
$
39,079

 
$
11,598

 
$
(6,752
)
 
$
26,809

 
$
(15,003
)
 
$
(363
)
 
$
55,368

EBIT
 
$
266,307

 
$
53,195

 
$
40,834

 
$
37,689

 
$
(19,865
)
 
$
965

 
$
379,125

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Year Ended September 30, 2016
(In thousands)
 
Regulated
Utility
 
Retail Energy-
Marketing
 
Commercial
Energy
Systems
 
Midstream
Energy
Services
 
Other
Activities(i)
 

Eliminations
 
Total
Adjusted EBIT
 
$
224,314

 
$
54,219

 
$
27,329

 
$
2,647

 
$
(3,184
)
 
$
(504
)
 
$
304,821

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized mark-to-market valuations on energy-related derivatives(a)
 
11,951

 
10,749

 

 
20,708

 

 

 
43,408

Storage optimization program (b)
 
(376
)
 

 

 

 

 

 
(376
)
DC weather impact(c)
 
(9,392
)
 

 

 

 

 

 
(9,392
)
Distributed generation asset related investment tax credits(d)
 

 

 
(5,337
)
 

 

 

 
(5,337
)
Change in measured value of inventory(e)
 

 

 

 
(15,548
)
 

 

 
(15,548
)
Net insurance proceeds(h)
 
1,722

 

 

 

 


 

 
1,722

Total non-GAAP adjustments
 
$
3,905

 
$
10,749

 
$
(5,337
)
 
$
5,160

 
$

 
$

 
$
14,477

EBIT
 
$
228,219

 
$
64,968

 
$
21,992

 
$
7,807

 
$
(3,184
)
 
$
(504
)
 
$
319,298


Footnotes:
(a)
Adjustments to eliminate unrealized mark-to-market gains (losses) for our energy-related derivatives for our regulated utility and retail energy-marketing operations as well as certain derivatives related to the optimization of transportation capacity for the midstream energy services segment. With the exception of certain transactions related to the optimization of system capacity assets as discussed in footnote (b) below, when these derivatives settle, the realized economic impact is reflected in our non-GAAP results, as we are only removing interim unrealized mark-to-market amounts.
(b)
Adjustments to shift the timing of storage optimization margins for the regulated utility segment from the periods recognized for GAAP purposes to the periods in which such margins are recognized for regulatory sharing purposes. In addition, lower-of-cost or market adjustments related to system and non-system storage optimization are eliminated for non-GAAP reporting because the margins will be recognized for regulatory purposes when the withdrawals are made at the unadjusted historical cost of storage inventory.
(c)
Eliminates the estimated financial effects of warm or cold weather in the District of Columbia, as measured consistent with our regulatory tariff. Washington Gas has regulatory weather protection mechanisms in Maryland and Virginia designed to neutralize the estimated financial effects of weather. Utilization of normal weather is an industry standard, and it is our practice to evaluate our rate-regulated revenues by utilizing normal weather and to provide estimates and guidance on the basis of normal weather.
(d)
To reclassify the amortization of deferred investment tax credits from income taxes to operating income for the commercial energy systems segment. These credits are a key component of the operating success of this segment and therefore are included within adjusted EBIT to help management and investors better assess the segment's performance.
(e)
For our midstream energy services segment, adjustments to reflect storage inventory at market or at a value based on the price used to value the physical forward sales contract that is economically hedging the storage inventory. Adjusting our storage optimization inventory in this fashion better aligns the settlement of both our physical and financial transactions and allows investors and management to better analyze the results of our non-utility asset optimization strategies. Additionally, this adjustment also includes the net effect of certain sharing mechanisms on the difference between the changes in our non-GAAP storage inventory valuations and the unrealized gains and losses on derivatives not subject to non-GAAP adjustments.
(f)
Adjustment to eliminate external costs associated with the Merger Agreement with AltaGas.
(g)
Guarantee on behalf of a third party associated with a solar investment.
(h)
Represents the net proceeds of an environmental insurance policy, net of regulatory sharing. The adjustment for the quarter ended September 30, 2016, includes $0.9 million related to prior periods of fiscal year 2016.
(i)
Activities and transactions that are not significant enough on a standalone basis to warrant treatment as an operating segment and that do not fit into one of our four operating segments.


9