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8-K - 8-K - WGL HOLDINGS INCa8-kq22018earningsrelease.htm

Exhibit 99.1


image0a07.jpg
FOR IMMEDIATE RELEASE
May 4, 2018
  
CONTACTS:
  
 
 
  
News Media
Brian Edwards
  
202-624-6620
 
 
 
 
  
Financial Community
Douglas Bonawitz
  
202-624-6129
WGL Holdings, Inc. Reports Second Quarter Fiscal Year 2018 Financial Results
 
Second quarter consolidated GAAP earnings per share up — $2.63 per share vs. $2.39 per share; GAAP earnings of $135.6 million

Second quarter non-GAAP operating earnings per share up — $2.12 per share vs. $1.87 per share; Operating earnings of $109.5 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 quarter ended March 31, 2018, of $135.6 million, or $2.63 per share, an improvement of $12.5 million, or $0.24 per share, over net income applicable to common stock of $123.1 million, or $2.39 per share, reported for the quarter ended March 31, 2017. For the six months ended March 31, 2018, net income applicable to common stock was $273.6 million, or $5.31 per share, an improvement of $92.6 million, or $1.79 per share, over net income applicable to common stock of $181.0 million, or $3.52 per share for the same period of the prior fiscal year.

During the six months ended March 31, 2018, we are reflecting a decrease in current year tax expense from the year-over-year reduction in the corporate tax rate from 35% to 21% included in the Tax Cuts and Jobs Act (“Tax Act”) enacted in December 2017. As a result, Washington Gas began passing on to customers approximately $39.5 million, on an annual basis, through reduced rates beginning in the second fiscal quarter. We have also remeasured our accumulated deferred income tax assets and liabilities, which resulted in recording a $60.3 million income tax benefit (net) in GAAP net income. Non-GAAP operating earnings (described below) have been adjusted to eliminate the re-measurement impact on deferred income taxes of the legislation.
On a consolidated basis, WGL 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 quarter ended March 31, 2018, operating earnings were $109.5 million, or $2.12 per share, an improvement of $13.4 million, or $0.25 per share, over operating earnings of $96.1 million, or $1.87 per share, for the same quarter of the prior fiscal year. For the six months ended March 31, 2018, operating earnings were $204.4 million, or $3.96 per share, an improvement of $49.0 million, or $0.94 per share, over operating earnings of $155.4 million, or $3.02 per share, for the same period of the prior fiscal year.

1


Exhibit 99.1



Results by Business Segment

Regulated Utility
  
Three Months Ended March 31,
 
Increase/
 
Six Months Ended March 31,
Increase/
(In millions)
2018
 
2017
 
(Decrease)
 
2018
 
2017
(Decrease)
EBIT
$
151.1

 
$
165.2

 
$
(14.1
)
 
$
249.4

 
$
267.9

$
(18.5
)
Adjusted EBIT
$
143.6

 
$
150.2

 
$
(6.6
)
 
$
245.0

 
$
241.6

$
3.4


For the three and six months ended March 31, 2018, EBIT reflects lower unrealized margins associated with our asset optimization program, partially offset by the effects of colder-than-normal weather in the District of Columbia.

The comparisons of both EBIT and adjusted EBIT for the three and six months ended March 31, 2018 reflect increases related to higher customer growth and new base rates in Virginia and the District of Columbia. These comparisons reflect decreases related to: (i) lower billed and estimated utility rates associated with the pass-through of tax savings from the Tax Act*; (ii) higher operation and maintenance expenses primarily related to uncollectible accounts; and (iii) higher depreciation and amortization expense.

* This decrease is offset in income tax expense.

Retail Energy-Marketing
  
Three Months Ended March 31,
 
Increase/
 
Six Months Ended March 31,
Increase/
(In millions)
2018
 
2017
 
(Decrease)
 
2018
 
2017
(Decrease)
EBIT
$
15.1

 
$
9.3

 
$
5.8

 
$
18.8

 
$
38.4

$
(19.6
)
Adjusted EBIT
$
20.0

 
$
13.1

 
$
6.9

 
$
26.5

 
$
23.0

$
3.5


For the three months ended March 31, 2018, the increase in both EBIT and adjusted EBIT reflects higher realized gas margins due to increased portfolio optimization margins, partially offset by lower realized electric margins due to lower average selling prices and lower sales volume along with higher operating expenses.

For the six months ended March 31, 2018, EBIT was reduced by unrealized commodity margin losses in the current year compared to gains in the prior year. The comparisons of both EBIT and adjusted EBIT reflects higher realized gas margins due to higher portfolio optimization margins, offset by lower realized electric margins due to lower average selling prices and lower sales volume, along with higher operating expenses.

Commercial Energy Systems
  
Three Months Ended March 31,
 
Increase/
 
Six Months Ended March 31,
Increase/
(In millions)
2018
 
2017
 
(Decrease)
 
2018
 
2017
(Decrease)
EBIT
$
3.6

 
$
8.5

 
$
(4.9
)
 
$
9.2

 
$
13.2

$
(4.0
)
Adjusted EBIT
$
5.2

 
$
10.3

 
$
(5.1
)
 
$
12.5

 
$
16.4

$
(3.9
)

For the three and six months ended March 31, 2018, the decrease in both EBIT and adjusted EBIT reflects lower earnings due to a decline in active projects in our energy efficiency business and higher operating expenses in our commercial distributed generation business. For the three months ended March 31, 2018, the decrease in both EBIT and adjusted EBIT also reflects lower earnings from our investment distributed generation business, including investments in tax equity partnerships.

Midstream Energy Services

2


  
Three Months Ended March 31,
 
Increase/
 
Six Months Ended March 31,
Increase/
(In millions)
2018
 
2017
 
(Decrease)
 
2018
 
2017
(Decrease)
EBIT
$
7.3

 
$
42.0

 
$
(34.7
)
 
$
29.5

 
$
13.5

$
16.0

Adjusted EBIT
$
(2.2
)
 
$
(1.3
)
 
$
(0.9
)
 
$
26.2

 
$
1.4

$
24.8


The EBIT comparisons for both periods reflect lower mark-to-market valuations associated with long-term transportation strategies. Additionally, both the EBIT and adjusted EBIT comparisons for the three and six months ended March 31, 2018 include a $34.0 million impairment related to our investment in Constitution Pipeline Company, LLC (Constitution).

The three months ended March 31, 2018 EBIT comparison also reflects lower realized margins related to storage inventory and economic hedging transactions, which along with the lower mark-to-market valuations described above are mostly offset by higher transportation margins. The three months ended March 31, 2018 adjusted EBIT comparison reflects higher margins on both our transportation and storage strategies that mostly offset the impairment of Constitution.

For the six months ended March 31, 2018 EBIT and adjusted EBIT comparisons, higher margins on our transportation and storage strategies more than offset the impairment of Constitution.

Other Activities
  
Three Months Ended March 31,
 
Increase/
 
Six Months Ended March 31,
Increase/
(In millions)
2018
 
2017
 
(Decrease)
 
2018
 
2017
(Decrease)
EBIT
$
(2.2
)
 
$
(15.1
)
 
$
12.9

 
$
(6.4
)
 
$
(16.3
)
$
9.9

Adjusted EBIT
$
(2.0
)
 
$
(1.1
)
 
$
(0.9
)
 
$
(5.6
)
 
$
(2.3
)
$
(3.3
)

For the three and six months ended March 31, 2018, the increase in EBIT relates to lower costs related to the planned merger with AltaGas Ltd. (AltaGas). For the three and six months ended March 31, 2018, the decrease in adjusted EBIT reflects higher internal costs related to the planned merger with AltaGas.

Intersegment Eliminations
  
Three Months Ended March 31,
 
Increase/
 
Six Months Ended March 31,
Increase/
(In millions)
2018
 
2017
 
(Decrease)
 
2018
 
2017
(Decrease)
EBIT
$
(4.1
)
 
$
(1.5
)
 
$
(2.6
)
 
$
(2.4
)
 
$
(0.4
)
$
(2.0
)
Adjusted EBIT
$
(4.1
)
 
$
(1.4
)
 
$
(2.7
)
 
$
(2.4
)
 
$
0.1

$
(2.5
)

For the three and six months ended March 31, 2018, the variance in intersegment eliminations relates primarily to timing differences between the revenue and expense recognition of renewable energy credits by Commercial Energy Systems and Retail Energy-Marketing.
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’ combined Form 10-Q for the fiscal quarter ended March 31, 2018, to be filed with the Securities and Exchange Commission, and which will also be 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.


3


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 Resources Corporation (Antero), our investment in Constitution, AltaGas’s proposed acquisition of our company and other expectations. Forward-looking statements are typically identified by words such as, but are 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 proposed merger with AltaGas may not occur or may be delayed; litigation related to the proposed AltaGas transaction or limitations or restrictions imposed by regulatory authorities that may delay or negatively impact the proposed 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 quarterly reports on Form 10-Q and other documents that we have filed with, or furnished to, the U.S. Securities and Exchange Commission.

4


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


(In thousands)
 
March 31, 2018
 
September 30, 2017
ASSETS
 
 
 
 
Property, Plant and Equipment
 
 
 
 
At original cost
 
$
6,199,912

 
$
6,143,841

Accumulated depreciation and amortization
 
(1,552,274
)
 
(1,513,790
)
Net property, plant and equipment
 
4,647,638

 
4,630,051

Current Assets
 
 
 
 
Cash and cash equivalents
 
46,319

 
8,524

Accounts receivable, net
 
730,563

 
553,312

Storage gas
 
76,199

 
243,984

Derivatives and other
 
167,943

 
180,069

Total current assets
 
1,021,024

 
985,889

Deferred Charges and Other Assets
 
1,178,164

 
1,010,069

Total Assets
 
$
6,846,826

 
$
6,626,009

CAPITALIZATION AND LIABILITIES
 
 
 
 
Capitalization
 
 
 
 
WGL Holdings common shareholders’ equity
 
$
1,721,772

 
$
1,502,690

Non-controlling interest
 
6,868

 
6,851

Washington Gas Light Company preferred stock
 
28,173

 
28,173

Total equity
 
1,756,813

 
1,537,714

Long-term debt
 
1,879,304

 
1,430,861

Total capitalization
 
3,636,117

 
2,968,575

Current Liabilities
 
 
 
 
Notes payable and current maturities of long-term debt
 
524,833

 
809,844

Accounts payable and other accrued liabilities
 
358,046

 
423,824

Derivatives and other
 
270,918

 
255,320

Total current liabilities
 
1,153,797

 
1,488,988

Deferred Credits
 
2,056,912

 
2,168,446

Total Capitalization and Liabilities
 
$
6,846,826

 
$
6,626,009



5


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


  
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
(In thousands, except per share data)
 
2018
 
2017
 
2018
 
2017
OPERATING REVENUES
 
 
 
 
 
 
 
 
Utility
 
$
523,480

 
$
466,270

 
$
898,470

 
$
793,333

Non-utility
 
362,971

 
375,480

 
640,421

 
657,904

Total Operating Revenues
 
886,451

 
841,750

 
1,538,891

 
1,451,237

OPERATING EXPENSES
 
 
 
 
 
 
 
 
Utility cost of gas
 
196,757

 
134,458

 
319,030

 
209,958

Non-utility cost of energy-related sales
 
287,204

 
301,780

 
512,706

 
554,666

Operation and maintenance
 
112,556

 
118,261

 
214,782

 
218,978

Depreciation and amortization
 
40,722

 
39,110

 
81,707

 
74,393

General taxes and other assessments
 
55,039

 
50,544

 
99,926

 
90,932

Total Operating Expenses
 
692,278

 
644,153

 
1,228,151

 
1,148,927

OPERATING INCOME
 
194,173

 
197,597

 
310,740

 
302,310

Equity in earnings of unconsolidated affiliates
 
(27,414
)
 
7,344

 
(21,522
)
 
7,609

Other expenses — net
 
(391
)
 
(1,953
)
 
(1,171
)
 
(1,475
)
Interest expense
 
7,637

 
14,255

 
27,834

 
30,490

INCOME BEFORE TAXES
 
158,731

 
188,733

 
260,213

 
277,954

INCOME TAX EXPENSE (BENEFIT)
 
27,223

 
70,778

 
(3,887
)
 
104,232

NET INCOME
 
$
131,508

 
$
117,955

 
$
264,100

 
$
173,722

Net loss attributable to non-controlling interest
 
(4,372
)
 
(5,439
)
 
(10,150
)
 
(7,974
)
Dividends on Washington Gas Light Company preferred stock
 
330

 
330

 
660

 
660

NET INCOME APPLICABLE TO COMMON STOCK
 
$
135,550

 
$
123,064

 
$
273,590

 
$
181,036

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
 
 
 
 
 
 
 
 
Basic
 
51,358

 
51,217

 
51,336

 
51,192

Diluted
 
51,577

 
51,476

 
51,561

 
51,458

EARNINGS PER AVERAGE COMMON SHARE
 
 
 
 
 
 
 
 
Basic
 
$
2.64

 
$
2.40

 
$
5.33

 
$
3.54

Diluted
 
$
2.63

 
$
2.39

 
$
5.31

 
$
3.52

The following table reconciles EBIT by operating segment to net income (loss) applicable to common stock.
  
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
(In thousands)
 
2018
 
2017
 
2018
 
2017
EBIT:
 
 
 
 
 
 
 
 
Regulated utility
 
151,069

 
165,171

 
249,434

 
267,888

Retail energy-marketing
 
15,104

 
9,255

 
18,846

 
38,440

Commercial energy systems
 
3,562

 
8,547

 
9,209

 
13,210

Midstream energy services
 
7,306

 
41,993

 
29,491

 
13,509

Other activities
 
(2,185
)
 
(15,067
)
 
(6,356
)
 
(16,265
)
Intersegment eliminations
 
(4,116
)
 
(1,472
)
 
(2,427
)
 
(364
)
Total
 
170,740

 
208,427

 
298,197

 
316,418

Interest expense
 
7,637

 
14,255

 
27,834

 
30,490

Income tax expense (benefit)
 
27,223

 
70,778

 
(3,887
)
 
104,232

Dividends on Washington Gas preferred stock
 
330

 
330

 
660

 
660

Net income applicable to common stock
 
135,550

 
123,064

 
273,590

 
181,036


6


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

FINANCIAL STATISTICS
  
 
Twelve Months Ended
March 31,
  
 
2018
 
2017
Closing Market Price — end of period
 
$83.65
 
$82.53
52-Week Market Price Range
 
$86.45 - $81.22
 
$83.58 - $58.69
Price Earnings Ratio
 
15.0
 
24.1
Annualized Dividends Per Share
 
$2.06
 
$2.04
Dividend Yield
 
2.5%
 
2.5%
Return on Average Common Equity
 
17.5%
 
11.9%
Total Interest Coverage (times)
 
4.9
 
5.7
Book Value Per Share — end of period
 
$33.52
 
$30.03
Common Shares Outstanding — end of period (thousands)
 
51,359
 
51,219


7


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


UTILITY GAS STATISTICS
  
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
Twelve Months Ended
March 31,
 
(In thousands)
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
Operating Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
Gas Sold and Delivered
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential — Firm
 
$
338,074

 
$
297,406

 
$
570,563

 
$
495,427

 
$
760,342

 
$
663,189

 
Commercial and Industrial — Firm
 
76,152

 
60,624

 
126,208

 
105,971

 
176,325

 
146,422

 
Commercial and Industrial — Interruptible
 
1,390

 
1,099

 
1,868

 
1,653

 
2,454

 
2,228

 
 
 
415,616

 
359,129

 
698,639

 
603,051

 
939,121

 
811,839

 
Gas Delivered for Others
 
 
 
 
 
 
 
 
 
 
 
 
 
Firm
 
78,287

 
86,024

 
140,729

 
142,099

 
207,618

 
206,413

 
Interruptible
 
20,578

 
14,369

 
35,110

 
29,139

 
55,702

 
46,879

 
Electric Generation
 
378

 
201

 
781

 
576

 
1,536

 
1,599

 
 
 
99,243

 
100,594

 
176,620

 
171,814

 
264,856

 
254,891

 
 
 
514,859

 
459,723

 
875,259

 
774,865

 
1,203,977

 
1,066,730

 
Other
 
8,621

 
6,547

 
23,211

 
18,468

 
44,497

 
39,416

 
Total
 
$
523,480

 
$
466,270

 
$
898,470

 
$
793,333

 
$
1,248,474

 
$
1,106,146

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
Twelve Months Ended
March 31,
 
(In thousands of therms)
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
Gas Sales and Deliveries
 
 
 
 
 
 
 
 
 
 
 
 
 
Gas Sold and Delivered
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential — Firm
 
361,209

 
286,159

 
584,977

 
493,641

 
691,616

 
609,576

 
Commercial and Industrial — Firm
 
91,490

 
66,898

 
150,378

 
124,619

 
200,196

 
167,742

 
Commercial and Industrial — Interruptible
 
1,470

 
1,465

 
2,036

 
2,279

 
2,312

 
2,999

 
 
 
454,169

 
354,522

 
737,391

 
620,539

 
894,124

 
780,317

 
Gas Delivered for Others
 
 
 
 
 
 
 
 
 
 
 
 
 
Firm
 
222,909

 
182,743

 
381,446

 
344,325

 
532,151

 
493,385

 
Interruptible
 
77,191

 
75,572

 
148,833

 
139,735

 
251,643

 
233,214

 
Electric Generation
 
19,771

 
13,229

 
51,845

 
36,828

 
102,628

 
225,701

 
 
 
319,871

 
271,544

 
582,124

 
520,888

 
886,422

 
952,300

 
Total
 
774,040

 
626,066

 
1,319,515

 
1,141,427

 
1,780,546

 
1,732,617

 
Utility Gas Purchase Expense (excluding asset optimization)
 
45.67

¢
43.94

¢
44.26

¢
40.17

¢
39.04

¢
35.15

¢
HEATING DEGREE DAYS
 
 
 
 
 
 
 
 
 
 
 
 
 
Actual
 
2,106

 
1,727

 
3,441

 
2,923

 
3,645

 
4,651

 
Normal
 
2,099

 
2,098

 
3,410

 
3,416

 
3,711

 
5,525

 
Percent Colder (Warmer) than Normal
 
0.3
%
 
(17.7
)%
 
0.9
%
 
(14.4
)%
 
(1.8
)%
 
(15.8
)%
 
Average Active Customer Meters
 
1,172,365

 
1,154,427

 
1,169,572

 
1,151,289

 
1,164,162

 
1,148,092

 
WGL ENERGY SERVICES
 
 
 
 
 
 
 
 
 
 
 
 
 
Natural Gas Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
Therm Sales (thousands of therms)
 
247,400

 
269,100

 
446,300

 
489,600

 
649,900

 
734,800

 
Number of Customers (end of period)
 
112,500

 
122,800

 
112,500

 
122,800

 
112,500

 
122,800

 
Electricity Sales
 
 
 
 
 
 
 
 
 
 
 
 
 
Electricity Sales (thousands of kWhs)
 
2,875,600

 
3,048,300

 
5,677,000

 
6,151,500

 
11,773,800

 
13,123,000

 
Number of Accounts (end of period)
 
106,200

 
121,200

 
106,200

 
121,200

 
106,200

 
121,200

 
WGL ENERGY SYSTEMS
 
 
 
 
 
 
 
 
 
 
 
 
 
Megawatts in service
 
238

 
200

 
238

 
200

 
238

 
200

 
Megawatt hours generated
 
66,071

 
57,695

 
128,129

 
106,449

 
311,391

 
240,007

 

8


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 present the unaudited reconciliation of non-GAAP operating earnings to GAAP net income (loss) applicable to common stock (consolidated by quarter):
Fiscal Year 2018
  
 
Quarterly Period Ended(1)
(In thousands, except per share data)
 
Dec. 31
 
Mar. 31
 
Jun. 30
 
Sept. 30
 
Fiscal Year
Operating earnings (loss)
 
$
94,923

 
$
109,485

 
 
 
 
 
$
204,408

Non-GAAP adjustments(2)
 
(14,351
)
 
10,287

 
 
 
 
 
(4,064
)
De-designated interest rate swaps(3)
 
(354
)
 
13,183

 
 
 
 
 
12,829

Income tax effect of non-GAAP adjustments(4)
 
4,956

 
(4,839
)
 
 
 
 
 
117

Re-measurement impact of Tax Cuts and Jobs Act(5)
 
52,866

 
7,434

 
 
 
 
 
60,300

Net income (loss) applicable to common stock
 
$
138,040

 
$
135,550

 
$

 
$

 
$
273,590

Diluted average common shares outstanding
 
51,549

 
51,577

 
 
 
 
 
51,561

Operating earnings (loss) per share
 
$
1.84

 
$
2.12

 

 
 
 
$
3.96

Per share effect of non-GAAP adjustments
 
0.84

 
0.51

 


 

 
1.35

Diluted earnings (loss) per average common share
 
$
2.68

 
$
2.63

 


 

 
$
5.31

Fiscal Year 2017
  
 
Quarterly Period Ended(1)
(In thousands, except per share data)
 
Dec. 31(6)
 
Mar. 31
 
Jun. 30
 
Sept. 30
 
Fiscal Year
Operating earnings (loss)
 
$
59,362

 
$
96,087

 

 
 
 
$
155,449

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

 
 
 
 
 
36,144

De-designated interest rate swaps(3)
 

 
2,516

 
 
 
 
 
2,516

Income tax effect of non-GAAP adjustments(4)
 
934

 
(14,007
)
 
 
 
 
 
(13,073
)
Net income (loss) applicable to common stock
 
$
57,972

 
$
123,064

 
$

 
$

 
$
181,036

Diluted average common shares outstanding
 
51,445

 
51,476

 
 
 
 
 
51,458

Operating earnings (loss) per share
 
$
1.15

 
$
1.87

 

 
 
 
$
3.02

Per share effect of non-GAAP adjustments
 
(0.02
)
 
0.52

 


 
 
 
0.50

Diluted earnings (loss) per average common share
 
$
1.13

 
$
2.39

 


 
 
 
$
3.52


9


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


(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.

(2) 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.

(3) 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 our 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 and settled in January 2018 for $13.8 million.

(4) 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.

(5) In December 2017, the Tax Cuts and Jobs Act was signed into law, resulting in, among other effects, a reduction in the corporate tax rate from 35% to 21%. This resulted in a net deferred tax benefit of $52.9 million. An additional true up provision of $7.4 million was recorded in March 2018. This adjustment only reflects the re-measurement impact and not the effect on ongoing earnings of the lower tax rate.

(6) Non-GAAP measures for the quarter ended December 31, 2016 have been recast to include $6.8 million of 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.



10


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


The following tables summarize non-GAAP adjustments by operating segment and present reconciliations 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 March 31, 2018
(In thousands)
 
Regulated
Utility
 
Retail Energy-
Marketing
 
Commercial
Energy
Systems
 
Midstream
Energy
Services
 
Other
Activities
 

Eliminations
 
Total
Adjusted EBIT
 
143,604

 
20,000

 
5,232

 
(2,231
)
 
(2,049
)
 
(4,103
)
 
$
160,453

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized mark-to-market valuations on energy-related derivatives(a)
 
12,292

 
(4,896
)
 

 
2,122

 

 
(13
)
 
9,505

Storage optimization program(b)
 
(2,968
)
 

 

 

 

 

 
(2,968
)
DC weather impact(c)
 
(1,859
)
 

 

 

 

 

 
(1,859
)
Distributed generation asset related investment tax credits(d)
 

 

 
(1,670
)
 

 

 

 
(1,670
)
Change in measured value of inventory(e)
 

 

 

 
7,415

 

 

 
7,415

Merger related costs(f)
 

 

 

 

 
(136
)
 

 
(136
)
Total non-GAAP adjustments
 
$
7,465

 
$
(4,896
)
 
$
(1,670
)
 
$
9,537

 
$
(136
)
 
$
(13
)
 
$
10,287

EBIT
 
$
151,069

 
$
15,104

 
$
3,562

 
$
7,306

 
$
(2,185
)
 
$
(4,116
)
 
$
170,740

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2017
(In thousands)
 
Regulated
Utility
 
Retail Energy-
Marketing
 
Commercial
Energy
Systems
 
Midstream
Energy
Services
 
Other
Activities
 

Eliminations
 
Total
Adjusted EBIT
 
$
150,223

 
$
13,149

 
$
10,312

 
$
(1,252
)
 
$
(1,061
)
 
$
(1,412
)
 
$
169,959

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized mark-to-market valuations on energy-related derivatives(a)
 
21,050

 
(3,894
)
 

 
23,658

 

 
(60
)
 
40,754

Storage optimization program (b)
 
866

 

 

 

 

 

 
866

DC weather impact(c)
 
(6,968
)
 

 

 

 

 

 
(6,968
)
Distributed generation asset related investment tax credits(d)
 

 

 
(1,765
)
 

 

 

 
(1,765
)
Change in measured value of inventory(e)
 

 

 

 
19,587

 

 

 
19,587

Merger related costs (f)
 

 

 

 

 
(11,905
)
 

 
(11,905
)
Third-party guarantee (g)
 

 

 

 

 
(2,101
)
 

 
(2,101
)
Total non-GAAP adjustments
 
$
14,948

 
$
(3,894
)
 
$
(1,765
)
 
$
43,245

 
$
(14,006
)
 
$
(60
)
 
$
38,468

EBIT
 
$
165,171

 
$
9,255

 
$
8,547

 
$
41,993

 
$
(15,067
)
 
$
(1,472
)
 
$
208,427




11


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


Six Months Ended March 31, 2018
(In thousands)
 
Regulated
Utility
 
Retail Energy-
Marketing
 
Commercial
Energy
Systems
 
Midstream
Energy
Services
 
Other
Activities
 

Eliminations
 
Total
Adjusted EBIT
 
$
244,954

 
$
26,534

 
$
12,546

 
$
26,226

 
$
(5,563
)
 
$
(2,436
)
 
$
302,261

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized mark-to-market valuations on energy-related derivatives(a)
 
10,846

 
(7,688
)
 

 
2,243

 

 
9

 
5,410

Storage optimization program(b)
 
(3,429
)
 

 

 

 

 

 
(3,429
)
DC weather impact(c)
 
(2,937
)
 

 

 

 

 

 
(2,937
)
Distributed generation asset related investment tax credits(d)
 

 

 
(3,337
)
 

 

 

 
(3,337
)
Change in measured value of inventory(e)
 

 

 

 
1,022

 

 

 
1,022

Merger related costs(f)
 

 

 

 

 
(793
)
 

 
(793
)
Total non-GAAP adjustments
 
$
4,480

 
$
(7,688
)
 
$
(3,337
)
 
$
3,265

 
$
(793
)
 
$
9

 
$
(4,064
)
EBIT
 
$
249,434

 
$
18,846

 
$
9,209

 
$
29,491

 
$
(6,356
)
 
$
(2,427
)
 
$
298,197

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended March 31, 2017
(In thousands)
 
Regulated
Utility
 
Retail Energy-
Marketing
 
Commercial
Energy
Systems
 
Midstream
Energy
Services
 
Other
Activities
 

Eliminations
 
Total
Adjusted EBIT
 
$
241,603

 
$
23,044

 
$
16,384

 
$
1,409

 
$
(2,259
)
 
$
93

 
$
280,274

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized mark-to-market valuations on energy-related derivatives(a)
 
36,486

 
15,396

 

 
13,981

 

 
(457
)
 
65,406

Storage optimization program (b)
 
202

 

 

 

 

 

 
202

DC weather impact(c)
 
(10,403
)
 

 

 

 

 

 
(10,403
)
Distributed generation asset related investment tax credits(d)
 

 

 
(3,174
)
 

 

 

 
(3,174
)
Change in measured value of inventory(e)
 

 

 

 
(1,881
)
 

 

 
(1,881
)
Merger related costs (f)
 

 

 

 

 
(11,905
)
 

 
(11,905
)
Third-party guarantee (g)
 

 

 

 

 
(2,101
)
 

 
(2,101
)
Total non-GAAP adjustments
 
$
26,285

 
$
15,396

 
$
(3,174
)
 
$
12,100

 
$
(14,006
)
 
$
(457
)
 
$
36,144

EBIT
 
$
267,888

 
$
38,440

 
$
13,210

 
$
13,509

 
$
(16,265
)
 
$
(364
)
 
$
316,418


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 proposed merger with AltaGas.
(g)
Guarantee on behalf of a third party associated with a solar investment.

12