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Exhibit 99.1


image0.jpg
FOR IMMEDIATE RELEASE
November 16, 2016
  
CONTACTS:
  
 
 
  
News Media
Bernie Tylor
  
202-624-6778
 
 
 
 
  
Financial Community
Douglas Bonawitz
  
202-624-6129
WGL Holdings, Inc. Reports Fiscal Year 2016 Financial Results;
Issues Fiscal Year 2017 Guidance
 
Consolidated GAAP earnings per share up — $3.31 per share vs. $2.62 per share; Record GAAP earnings of $167.6 million

Non-GAAP operating earnings per share up — $3.27 per share vs. $3.16 per share; Record operating earnings of $165.1 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, 2016, of $167.6 million, or $3.31 per share, an improvement of $36.3 million, or $0.69 per share, over net income applicable to common stock of $131.3 million, or $2.62 per share, reported for the fiscal year ended September 30, 2015.
For the quarter ended September 30, 2016, net loss applicable to common stock was $(8.9) million, or $(0.17) per share, compared to net income applicable to common stock of $1.6 million, or $0.03 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, 2016, operating earnings were $165.1 million, or $3.27 per share, an improvement of $6.9 million, or $0.11 per share, over operating earnings of $158.2 million, or $3.16 per share, for the prior fiscal year. For the quarter ended September 30, 2016, we had an operating loss of $(0.6) million, or $(0.01) per share, compared to an operating loss of $(11.5) million, or $(0.23) per share, for the same period of the prior fiscal year.

1



Results by Business Segment

Regulated Utility
  
Three Months Ended September 30,
 
Increase/
 
Fiscal Year Ended
September 30,
 
Increase/
(In millions)
2016
 
2015
 
(Decrease)
 
2016
 
2015
 
(Decrease)
EBIT
$
(14.9
)
 
$
(14.7
)
 
$
(0.2
)
 
$
228.2

 
$
224.0

 
$
4.2

Adjusted EBIT
$
(21.2
)
 
$
(19.8
)
 
$
(1.4
)
 
$
224.3

 
$
235.7

 
$
(11.4
)

For the three months ended September 30, 2016, both the EBIT and adjusted EBIT comparisons reflect: (i) customer growth; (ii) higher rate recovery related to our accelerated pipe replacement programs and (iii) higher realized margins associated with our asset optimization program. These favorable variances were more than offset by: (i) higher depreciation expense related to the growth in our utility plant and (ii) higher operation and maintenance expenses.
For the fiscal year ended September 30, 2016, 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 comparisons of both EBIT and adjusted EBIT reflect favorable variances for: (i) customer growth and (ii) higher rate recovery related to our accelerated pipe replacement programs. These favorable variances were more than offset by: (i) negative effects of certain natural gas consumption patterns in the District of Columbia; (ii) a decrease in the recovery of carrying costs due to lower average storage gas inventory balances; (iii) lower realized margins associated with our asset optimization program; (iv) higher depreciation expense related to the growth in our utility plant and (v) increases in operation and maintenance expenses and general taxes.

Retail Energy-Marketing
  
Three Months Ended September 30,
 
Increase/
 
Fiscal Year Ended
September 30,
 
Increase/
(In millions)
2016
 
2015
 
(Decrease)
 
2016
 
2015
 
(Decrease)
EBIT
$
12.9

 
$
7.4

 
$
5.5

 
$
65.0

 
$
46.6

 
$
18.4

Adjusted EBIT
$
24.3

 
$
13.8

 
$
10.5

 
$
54.2

 
$
68.5

 
$
(14.3
)

For the three months ended September 30, 2016, the comparisons in EBIT and adjusted EBIT reflect higher realized natural gas margins primarily due to favorable volumetric reconciliations and higher realized electric margins due to lower capacity charges from the regional power grid operator (PJM), when compared to the same period in the prior fiscal year.

For the fiscal year ended September 30, 2016, the EBIT comparison reflects higher unrealized mark-to-market valuations on energy-related derivatives. Both comparisons of EBIT and adjusted EBIT reflect lower realized natural gas margins due to a decrease in portfolio optimization activity and higher commercial broker fees. Realized electric margins were relatively unchanged when compared to the prior fiscal year.

Commercial Energy Systems
  
Three Months Ended September 30,
 
Increase/
 
Fiscal Year Ended
September 30,
 
Increase/
(In millions)
2016
 
2015
 
(Decrease)
 
2016
 
2015
 
(Decrease)
EBIT
$
11.7

 
$
5.0

 
$
6.7

 
$
22.0

 
$
9.7

 
$
12.3

Adjusted EBIT
$
13.1

 
$
6.1

 
$
7.0

 
$
27.3

 
$
16.8

 
$
10.5

For both the three months and fiscal year ended September 30, 2016, the improvements in EBIT and adjusted EBIT reflect: (i) increased activity and higher margins from the energy-efficiency contracting business; (ii) growth in distributed generation assets in service, including increased solar renewable energy credit sales and (iii) higher equity earnings from alternative energy investments. These improvements were partially offset by higher expenses reflecting an impairment related to our investment in thermal solar projects and other operating expenses.


2


Exhibit 99.1




Midstream Energy Services
  
Three Months Ended September 30,
 
Increase/
 
Fiscal Year Ended
September 30,
 
Increase/
(In millions)
2016
 
2015
 
(Decrease)
 
2016
 
2015
 
(Decrease)
EBIT
$
(9.8
)
 
$
20.6

 
$
(30.4
)
 
$
7.8

 
$
(2.7
)
 
$
10.5

Adjusted EBIT
$
(1.3
)
 
$
(1.7
)
 
$
0.4

 
$
17.8

 
$
(3.6
)
 
$
21.4


For the three months ended September 30, 2016, the decrease in EBIT primarily reflects lower valuations on our derivative contracts associated with our long-term transportation strategies, partially offset by: (i) higher income related to our pipeline investments and (ii) higher valuations and realized margins related to storage inventory and the associated economic hedging transactions.

For the fiscal year ended September 30, 2016, the improvements in EBIT primarily reflect: (i) higher valuations on our derivative contracts associated with our long-term transportation strategies; (ii) lower pipeline project development expenses and (iii) higher income related to our pipeline investments. Partially offsetting these improvements were lower valuations and realized margins related to storage inventory and the associated economic hedging transactions.

For both periods presented, EBIT reflects lower realized margins on our transportation strategies, primarily as a result of losses associated with the index price used in certain gas purchases from Antero Resources Corporation, which is the subject of an arbitration proceeding. For the three months and fiscal year ended September 30, 2016, losses were $6.4 million and $15.2 million, respectively. While these losses may continue in the near term, we do anticipate that they will reverse in future periods upon completion of the arbitration proceeding.

The improvements in adjusted EBIT for the fiscal year ended September 30, 2016, primarily reflect favorable storage spreads, higher income related to our pipeline investments and lower pipeline project development expenses when compared to the same periods in the prior fiscal year.

Other Activities
  
Three Months Ended September 30,
 
Increase/
 
Fiscal Year Ended
September 30,
 
Increase/
(In millions)
2016
 
2015
 
(Decrease)
 
2016
 
2015
 
(Decrease)
EBIT
$
(0.4
)
 
$
(0.8
)
 
$
0.4

 
$
(3.2
)
 
$
(9.7
)
 
$
6.5

Adjusted EBIT
$
(0.4
)
 
$
(0.8
)
 
$
0.4

 
$
(3.2
)
 
$
(4.0
)
 
$
0.8


Administrative and business development activity costs associated with WGL and Washington Gas Resources and activities and transactions that are not significant enough on a stand-alone basis to warrant treatment as an operating segment, and that do not fit into one of our four operating segments, are aggregated as “Other Activities” and included as part of non-utility operations. For both the three months and fiscal year ended September 30, 2016, the comparisons in EBIT and adjusted EBIT reflect lower operating expenses compared to the prior period. Additionally, for the fiscal year ended September 30, 2016, the EBIT comparison reflects an impairment related to a solar holding company.
Earnings Outlook
We provide earnings guidance for consolidated non-GAAP operating earnings. In providing fiscal year 2017 guidance, we note that there will likely be differences between our reported GAAP earnings and our non-GAAP operating earnings due to matters such as, but not limited to, unrealized mark-to-market positions for our energy-related derivatives and changes in the measured value of our trading inventory for WGL Midstream. For fiscal year 2016, non-GAAP operating earnings were lower than GAAP earnings due to $2.5 million of after-tax non-GAAP adjustments. For fiscal year 2015, non-GAAP operating earnings were higher than GAAP earnings due to $27.0 million of after-tax non-GAAP adjustments. As demonstrated by these comparisons, non-GAAP adjustments can change significantly and are subject to swings from period to period. As a result, WGL management is not able to reasonably estimate the aggregate impact of these items to derive GAAP earnings guidance and therefore is not able to provide a corresponding GAAP equivalent for its non-GAAP operating earnings guidance.

We are providing a consolidated non-GAAP operating earnings estimate for fiscal year 2017 in a range of $3.30 per share to $3.50 per share.

We assume no obligation to update this guidance. The absence of any statement by us in the future should not be presumed to represent an affirmation of this earnings guidance. For the assumptions underlying this guidance, please refer to the slides accompanying our webcast that will be posted to WGL’s website, www.wglholdings.com.
Other Information
We will hold a conference call at 11:00 a.m., Eastern Time on November 17, 2016, to discuss our fourth quarter and fiscal year 2016 financial results. The live conference call will be available to the public via a link located on WGL’s website, www.wglholdings.com. To hear the live webcast, click on “Investor Relations” then “Events & Webcasts.” The webcast and related slides will be archived on WGL’s website through at least December 19, 2016.

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.wglholdings.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, the outcome of the arbitration proceeding affecting our midstream energy services segment and other expectations. Forward-looking statements are typically identified by words such as, but not limited to, “estimates,” “expects,”

3


Exhibit 99.1


“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 today, 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 results of the arbitration proceeding affecting our midstream energy services segment and the other 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.

4

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


(In thousands)
 
September 30, 2016
 
September 30, 2015
ASSETS
 
 
 
 
Property, Plant and Equipment
 
 
 
 
At original cost
 
$
5,542,916

 
$
5,003,910

Accumulated depreciation and amortization
 
(1,415,679
)
 
(1,331,182
)
Net property, plant and equipment
 
4,127,237

 
3,672,728

Current Assets
 
 
 
 
Cash and cash equivalents
 
5,573

 
6,733

Accounts receivable, net
 
491,020

 
358,491

Storage gas
 
207,132

 
211,443

Derivatives and other
 
139,749

 
171,874

Total current assets
 
843,474

 
748,541

Deferred Charges and Other Assets
 
1,087,994

 
840,090

Total Assets
 
$
6,058,705

 
$
5,261,359

CAPITALIZATION AND LIABILITIES
 
 
 
 
Capitalization
 
 
 
 
WGL Holdings common shareholders’ equity
 
$
1,375,561

 
$
1,243,247

Non-controlling interest
 
409

 

Washington Gas Light Company preferred stock
 
28,173

 
28,173

Total equity
 
1,404,143

 
1,271,420

Long-term debt
 
1,444,300

 
944,201

Total capitalization
 
2,848,443

 
2,215,621

Current Liabilities
 
 
 
 
Notes payable and current maturities of long-term debt
 
331,385

 
357,000

Accounts payable and other accrued liabilities
 
405,351

 
325,146

Derivatives and other
 
290,190

 
300,768

Total current liabilities
 
1,026,926

 
982,914

Deferred Credits
 
2,183,336

 
2,062,824

Total Capitalization and Liabilities
 
$
6,058,705

 
$
5,261,359



5

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)
 
2016
 
2015
 
2016
 
2015
OPERATING REVENUES
 
 
 
 
 
 
 
 
Utility
 
$
131,505

 
$
129,648

 
$
1,044,117

 
$
1,303,044

Non-utility
 
328,394

 
338,039

 
1,305,442

 
1,356,786

Total Operating Revenues
 
459,899

 
467,687

 
2,349,559

 
2,659,830

OPERATING EXPENSES
 
 
 
 
 
 
 
 
Utility cost of gas
 
8,370

 
11,772

 
245,189

 
510,900

Non-utility cost of energy-related sales
 
290,990

 
284,420

 
1,123,077

 
1,218,331

Operation and maintenance
 
104,963

 
100,461

 
401,776

 
395,770

Depreciation and amortization
 
34,198

 
31,733

 
132,566

 
121,892

General taxes and other assessments
 
26,685

 
25,689

 
146,655

 
152,164

Total Operating Expenses
 
465,206

 
454,075

 
2,049,263

 
2,399,057

OPERATING INCOME (LOSS)
 
(5,307
)
 
13,612

 
300,296

 
260,773

Equity in earnings of unconsolidated affiliates
 
3,248

 
1,230

 
13,806

 
5,468

Other income — net
 
957

 
2,341

 
4,646

 
653

Interest expense
 
13,553

 
11,807

 
52,310

 
50,511

INCOME (LOSS) BEFORE TAXES
 
(14,655
)
 
5,376

 
266,438

 
216,383

INCOME TAX EXPENSE (BENEFIT)
 
(5,545
)
 
3,440

 
98,074

 
83,804

NET INCOME (LOSS)
 
$
(9,110
)
 
$
1,936

 
$
168,364

 
$
132,579

Net loss attributable to non-controlling interest
 
(550
)
 

 
(550
)
 

Dividends on Washington Gas Light Company preferred stock
 
330

 
330

 
1,320

 
1,320

NET INCOME (LOSS) APPLICABLE TO COMMON STOCK
 
$
(8,890
)
 
$
1,606

 
$
167,594

 
$
131,259

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
 
 
 
 
 
 
 
 
Basic
 
51,070

 
49,729

 
50,369

 
49,794

Diluted
 
51,070

 
50,069

 
50,564

 
50,060

EARNINGS (LOSS) PER AVERAGE COMMON SHARE
 
 
 
 
 
 
 
 
Basic
 
$
(0.17
)
 
$
0.03

 
$
3.33

 
$
2.64

Diluted
 
$
(0.17
)
 
$
0.03

 
$
3.31

 
$
2.62


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)
 
2016
 
2015
 
2016
 
2015
EBIT:
 
 
 
 
 
 
 
 
Regulated utility
 
$
(14,883
)
 
$
(14,668
)
 
$
228,219

 
$
223,977

Retail energy-marketing
 
12,913

 
7,444

 
64,968

 
46,629

Commercial energy systems
 
11,741

 
4,957

 
21,992

 
9,688

Midstream energy services
 
(9,824
)
 
20,623

 
7,807

 
(2,720
)
Other activities
 
(411
)
 
(752
)
 
(3,184
)
 
(9,667
)
Intersegment eliminations
 
(88
)
 
(421
)
 
(504
)
 
(1,013
)
Total
 
$
(552
)
 
$
17,183

 
$
319,298

 
$
266,894

Interest expense
 
13,553

 
11,807

 
52,310

 
50,511

Income tax expense (benefit)
 
(5,545
)
 
3,440

 
98,074

 
83,804

Dividends on Washington Gas preferred stock
 
330

 
330

 
1,320

 
1,320

Net income (loss) applicable to common stock
 
$
(8,890
)
 
$
1,606

 
$
167,594

 
$
131,259


6

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

FINANCIAL STATISTICS
  
 
Fiscal Year Ended
September 30,
  
 
2016
 
2015
Closing Market Price — end of period
 
$62.70
 
$57.67
52-Week Market Price Range
 
$74.10 - $56.90
 
$59.08 - $42.04
Price Earnings Ratio
 
18.8
 
21.8
Annualized Dividends Per Share
 
$1.95
 
$1.85
Dividend Yield
 
3.1%
 
3.2%
Return on Average Common Equity
 
12.8%
 
10.5%
Total Interest Coverage (times)
 
5.8
 
5.2
Book Value Per Share — end of period
 
$26.93
 
$25.00
Common Shares Outstanding — end of period (thousands)
 
51,081
 
49,729
UTILITY GAS STATISTICS
  
 
Three Months Ended
September 30,
 
Fiscal Year Ended
September 30,
 
(In thousands)
 
2016
 
2015
 
2016
 
2015
 
Operating Revenues
 
 
 
 
 
 
 
 
 
Gas Sold and Delivered
 
 
 
 
 
 
 
 
 
Residential — Firm
 
$
65,542

  
$
61,641

 
$
615,382

  
$
816,666

 
Commercial and Industrial — Firm
 
16,353

 
15,761

 
136,706

 
187,938

 
Commercial and Industrial — Interruptible
 
318

 
216

 
2,182

 
2,577

 
Electric Generation
 
275

 
275

 
1,100

 
1,100

 
 
 
82,488

 
77,893

 
755,370

 
1,008,281

 
Gas Delivered for Others
 
 
 
 
 
 
 
 
 
Firm
 
28,898

 
28,702

 
206,709

 
205,204

 
Interruptible
 
8,182

 
8,268

 
46,300

 
52,477

 
Electric Generation
 
268

 
189

 
854

 
553

 
 
 
37,348

 
37,159

 
253,863

 
258,234

 
 
 
119,836

 
115,052

 
1,009,233

 
1,266,515

 
Other
 
11,669

 
14,596

 
34,884

 
36,529

 
Total
 
$
131,505

  
$
129,648

 
$
1,044,117

  
$
1,303,044

 
 
 
 
 
 
 
 
 
 
 
  
 
Three Months Ended
September 30,
 
Fiscal Year Ended
September 30,
 
(In thousands of therms)
 
2016
 
2015
 
2016
 
2015
 
Gas Sales and Deliveries
 
 
 
 
 
 
 
 
 
Gas Sold and Delivered
 
 
 
 
 
 
 
 
 
Residential — Firm
 
33,749

 
32,660

 
590,625

 
734,874

 
Commercial and Industrial — Firm
 
14,731

 
15,926

 
167,832

 
197,543

 
Commercial and Industrial — Interruptible
 
425

 
286

 
2,771

 
2,072

 
 
 
48,905

 
48,872

 
761,228

 
934,489

 
Gas Delivered for Others
 
 
 
 
 
 
 
 
 
Firm
 
60,001

 
51,932

 
501,030

 
558,125

 
Interruptible
 
44,083

 
42,452

 
239,013

 
260,264

 
Electric Generation
 
122,968

 
65,989

 
291,252

 
179,061

 
 
 
227,052

 
160,373

 
1,031,295

 
997,450

 
Total
 
275,957

 
209,245

 
1,792,523

 
1,931,939

 
Utility Gas Purchase Expense (excluding asset optimization)
 
36.79

¢ 
44.21

¢ 
35.44

¢ 
55.58

¢ 
HEATING DEGREE DAYS
 
 
 
 
 
 
 
 
 
Actual
 
1

 

 
3,341

 
3,929

 
Normal
 
11

 
12

 
3,730

 
3,758

 
Percent Colder (Warmer) than Normal
 
(90.9
)%
 
(100.0
)%
 
(10.4
)%
 
4.6
%
 
Average Active Customer Meters
 
1,143,616

 
1,129,784

 
1,141,763

 
1,129,240

 
WGL ENERGY SERVICES
 
 
 
 
 
 
 
 
 
Natural Gas Sales
 
 
 
 
 
 
 
 
 
Therm Sales (thousands of therms)
 
100,900

 
85,000

 
750,700

 
713,000

 
Number of Customers (end of period)
 
133,000

 
143,800

 
133,000

 
143,800

 
Electricity Sales
 
 
 
 
 
 
 
 
 
Electricity Sales (thousands of kWhs)
 
3,769,600

 
3,507,100

 
13,090,700

 
12,057,000

 
Number of Accounts (end of period)
 
127,400

 
138,000

 
127,400

 
138,000

 
WGL ENERGY SYSTEMS
 
 
 
 
 
 
 
 
 
Megawatts in service
 
145

 
108

 
145

 
108

 
Megawatt hours generated
 
68,481

 
41,520

 
211,495

 
147,451

 

7

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

 
$
89,490

 
$
17,009

 
$
(590
)
 
$
165,114

Non-GAAP adjustments**
 
13,312

 
25,815

 
(24,881
)
 
(14,965
)
 
(719
)
Income tax effect of non-GAAP adjustments***
 
(4,346
)
 
(9,017
)
 
9,897

 
6,665

 
3,199

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

 
$
0.33

 
$
(0.01
)
 
$
3.27

Per share effect of non-GAAP adjustments
 
0.18

 
0.33

 
(0.29
)
 
(0.16
)
 
0.04

Diluted earnings (loss) per average common share
 
$
1.36

 
$
2.11

 
$
0.04

 
$
(0.17
)
 
$
3.31

Fiscal Year 2015
  
 
Quarterly Period Ended*
(In thousands, except per share data)
 
Dec. 31
 
Mar. 31
 
Jun. 30
 
Sept. 30
 
Fiscal Year
Operating earnings (loss)
 
$
58,004

 
$
101,034

 
$
10,734

 
(11,525
)
 
$
158,247

Non-GAAP adjustments**
 
10,892

 
(32,126
)
 
(44,082
)
 
19,861

 
(45,455
)
Income tax effect of non-GAAP adjustments***
 
(5,008
)
 
12,547

 
17,658

 
(6,730
)
 
18,467

Net income (loss) applicable to common stock
 
$
63,888

 
$
81,455

 
$
(15,690
)
 
$
1,606

 
$
131,259

Diluted average common shares outstanding
 
50,091

 
49,983

 
49,729

 
50,069

 
50,060

Operating earnings (loss) per share
 
$
1.16

 
$
2.02

 
$
0.22

 
$
(0.23
)
 
$
3.16

Per share effect of non-GAAP adjustments
 
0.12

 
(0.39
)
 
(0.54
)
 
0.26

 
(0.54
)
Diluted earnings (loss) per average common share
 
$
1.28

 
$
1.63

 
$
(0.32
)
 
$
0.03

 
$
2.62

* 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.

** Refer to the reconciliations of adjusted EBIT to EBIT below for further details on our non-GAAP adjustments.


8

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


*** 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, 2016
(In thousands)
 
Regulated
Utility
 
Retail Energy-
Marketing
 
Commercial
Energy
Systems
 
Midstream
Energy
Services
 
Other
Activities(l)
 

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

 
$
13,139

 
$
(1,338
)
 
$
(411
)
 
$
(88
)
 
$
14,413

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

Losses associated with Antero contract(f)
 

 

 

 
(6,424
)
 

 

 
(6,424
)
Net insurance proceeds(g)
 
1,722

 

 

 

 

 

 
1,722

Total non-GAAP adjustments
 
$
6,288

 
$
(11,369
)
 
$
(1,398
)
 
$
(8,486
)
 
$

 
$

 
$
(14,965
)
EBIT
 
$
(14,883
)
 
$
12,913

 
$
11,741

 
$
(9,824
)
 
$
(411
)
 
$
(88
)
 
$
(552
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2015
(In thousands)
 
Regulated
Utility
 
Retail Energy-
Marketing
 
Commercial
Energy
Systems
 
Midstream
Energy
Services
 
Other
Activities(l)
 

Eliminations
 
Total
Adjusted EBIT
 
$
(19,787
)
 
$
13,818

 
$
6,140

 
$
(1,676
)
 
$
(752
)
 
$
(421
)
 
$
(2,678
)
Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized mark-to-market valuations on energy-related derivatives(a)
 
7,006

 
(5,271
)
 

 
15,182

 

 

 
16,917

Storage optimization program (b)
 
(461
)
 

 

 

 

 

 
(461
)
DC weather impact(c)
 
(95
)
 

 

 

 

 

 
(95
)
Distributed generation asset related investment tax credits(d)
 

 

 
(1,183
)
 

 

 

 
(1,183
)
Change in measured value of inventory(e)
 

 

 

 
7,117

 

 

 
7,117

Competitive service provider imbalance cash settlement(h)
 
(1,331
)
 
(1,103
)
 

 

 

 

 
(2,434
)
Total non-GAAP adjustments
 
$
5,119

 
$
(6,374
)
 
$
(1,183
)
 
$
22,299

 
$

 
$

 
$
19,861

EBIT
 
$
(14,668
)
 
$
7,444

 
$
4,957

 
$
20,623

 
$
(752
)
 
$
(421
)
 
$
17,183



9

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


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

Eliminations
 
Total
Adjusted EBIT
 
$
224,314

 
$
54,219

 
$
27,329

 
$
17,843

 
$
(3,184
)
 
$
(504
)
 
$
320,017

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
)
Losses associated with Antero contract(f)
 

 

 

 
(15,196
)
 

 

 
(15,196
)
Net insurance proceeds(g)
 
1,722

 

 

 

 

 

 
1,722

Total non-GAAP adjustments
 
$
3,905

 
$
10,749

 
$
(5,337
)
 
$
(10,036
)
 
$

 
$

 
$
(719
)
EBIT
 
$
228,219

 
$
64,968

 
$
21,992

 
$
7,807

 
$
(3,184
)
 
$
(504
)
 
$
319,298

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal Year Ended September 30, 2015
(In thousands)
 
Regulated
Utility
 
Retail Energy-
Marketing
 
Commercial
Energy
Systems
 
Midstream
Energy
Services
 
Other
Activities(l)
 

Eliminations
 
Total
Adjusted EBIT
 
$
235,713

 
$
68,459

 
$
16,803

 
$
(3,571
)
 
$
(4,042
)
 
$
(1,013
)
 
$
312,349

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized mark-to-market valuations on energy-related derivatives(a)
 
(6,322
)
 
(20,727
)
 

 
(5,807
)
 

 

 
(32,856
)
Storage optimization program (b)
 
(3,704
)
 

 

 

 

 

 
(3,704
)
DC weather impact(c)
 
86

 

 

 

 

 

 
86

Distributed generation asset related investment tax credits(d)
 

 

 
(4,134
)
 

 

 

 
(4,134
)
Change in measured value of inventory(e)
 

 

 

 
6,658

 

 

 
6,658

Competitive service provider imbalance cash settlement (h)
 
(1,331
)
 
(1,103
)
 

 

 

 

 
(2,434
)
Impairment loss on Springfield Operations Center(i)
 
(465
)
 

 

 

 

 

 
(465
)
Unrecovered government contracting costs(j)
 

 

 
(2,981
)
 

 

 

 
(2,981
)
Investment impairment(k)
 

 

 

 

 
(5,625
)
 

 
(5,625
)
Total non-GAAP adjustments
 
$
(11,736
)
 
$
(21,830
)
 
$
(7,115
)
 
$
851

 
$
(5,625
)
 
$

 
$
(45,455
)
EBIT
 
$
223,977

 
$
46,629

 
$
9,688

 
$
(2,720
)
 
$
(9,667
)
 
$
(1,013
)
 
$
266,894


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 losses associated with the index price used in certain gas purchases from Antero, which are the subject of arbitration. These losses are expected to reverse in future periods upon completion of the arbitration proceedings. The adjustment for the quarter ended June 30, 2016, includes $3.8 million related to the quarter ended March 31, 2016.
(g)
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.
(h)
Eliminates the financial effects of a potential refund to customers related to an order of the DC Public Service Commission (PSC of DC) in October 2015 associated with a cash settlement of competitive service provider gas imbalances billed during the 2008-2009 winter season.
(i)
Represents an impairment charge as well as accrued selling expenses related to Washington Gas' Springfield Operations Center.

10

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


(j)
Represents unrecovered government contracting costs under the Small Business Administration's Business Development 8(a) Program. We do not anticipate any further unrecovered costs as WGL has exited its participation in this program.
(k)
Represents an impairment of an equity investment in a solar holding company, accounted for at cost, which occurred in the first quarter of fiscal year 2015.
(l)
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.


11