February 4, 2005
Mail Stop 3-8
By Facsimile and U.S. Mail
Douglas H. Yaeger
Chief Executive Officer, President and Chairman of the Board
The Laclede Group, Inc
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Re: Form 10-K for the year ended September 30, 2004
Filed November 19, 2004
File No. 1-16681
File No. 1-1822
Dear Mr. Yaeger:
We have reviewed your filing and have the following
comments.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
Please be as detailed as necessary in your explanation. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2004
General
1. Where a comment below requests additional disclosures or other
revisions to be made, please include them in your future filings
including interim periods where applicable. In our interest to
reduce the volume of comments, we have not addressed Laclede Gas
Company with a separate comment if applicable to their facts and
circumstances. Please note that if you agree to a revision, we
would
also expect a concurrent change be made in the Laclede Gas Company
financial statements and related disclosures. Please confirm to
us
your agreement with this objective.
Item 1 Business, page 4
2. Please disclose for each of the last three fiscal years the
amount
or percentage of total revenue contributed by any class of similar
products or services which accounted for 10% or more of
consolidated
revenue in any of the last three fiscal years. Please tell us if
you
consider the distribution of natural gas and the sale of this
commodity as separate revenue streams. Please refer to Item 101(c)
of
Regulation of S-K. If you believe you have complied with this or
do
not believe it applies, please justify in detail.
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
General
3. You discuss and quantify the business reasons for changes in
revenues in your statements of operations. However, we believe
your
analysis of results of operations could be enhanced by including a
chart to reflect the volume and average price of natural gas sold
segregated by class of customers, for all periods presented.
Please
refer to Item 303(a)(3) of Regulation S-K, and SEC Release No. 33-
8350.
Results of Operations, page 17
4. You describe the increase in revenues from fiscal year 2004
compared to fiscal year 2003 to include a $42 million increase
from
off-system sales revenue. Please discuss the primary reason(s)
for
the increase in your off-system sales and include an analysis of
changes in both volume and price. Additionally, please describe
any
margin sharing arrangements with respect to your off-system
revenue.
Liquidity and Capital Resources, page 25
5. Please include planned funding of pension and other
postretirement
benefit obligations in your table of contractual cash obligations
in
your future annual filings. Because the table is aimed at
increasing
transparency of cash flow, we believe these payments should be
included in the table. If you choose not to include these
payments,
a footnote to the table should clearly identify the excluded items
and provide any additional information that is material to an
understanding of your cash requirements.
Consolidated Balance Sheets, page 31
6. We note that some of your non regulated wholly-owned
subsidiaries,
including Laclede Investment LLC and Laclede Development Company,
invest in or make loans to joint ventures. Please tell us how
your
wholly owned subsidiaries account for these investments and
include a
brief summary of the accounting literature you relied upon to
determine the appropriate method. Finally, please quantify for us
the investments made in or loans made to these joint ventures. If
material, please segregate for us these amounts by the method of
accounting you applied.
Notes to Consolidated Financial Statements
General
7. You disclose in Note 1 that you engage in related party
transactions in the ordinary course of business and certain
transactions are not eliminated in consolidation in accordance
with
SFAS 71. Please disclose any material related party transaction
as
required by paragraphs 2 to 4 of SFAS 57 or explain supplementally
why they have been omitted.
Note 5. Earnings Per Share of Common Stock, page 49
8. We note that your non-employee directors and at least one of
your
executive officers received restricted shares of common stock
whereby
the shares vest over various timeframes. Please tell us whether
there are any circumstances under which these shares are subject
to
return. To the extent such shares are subject to return, please
tell
us your treatment of these shares in determining the number of
shares
outstanding used in your calculation of basic and diluted earnings
per share. Please refer to paragraph 10 of SFAS 128.
Note 14. Information by Operating Segment
9. Your revenues consist of sales of various products including
natural gas and other commodities, and the distribution of natural
gas to customers. Please disclose your revenues from external
customers for each product and service or each group of similar
products and services. This information should be provided for
each
period presented. Please refer to paragraph 37 of SFAS 131.
Please respond to these comments within 10 business days or
tell
us when you will provide us with a response. Please furnish a
letter
with your responses to our comments and provide any requested
supplemental information. Please understand that we may have
additional comments after reviewing your responses to our
comments.
Please file your response letter on EDGAR as a correspondence
file.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
If you have any questions regarding these comments, please
direct them to John Cannarella, Staff Accountant, at (202) 824-
5384.
In his absence, direct your questions to Jim Hoffmeister at (202)
942-1988. Any other questions may be directed to me at (202) 942-
1885.
Sincerely,
Jim Allegretto
Sr. Assistant Chief Accountant
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Laclede Group, Inc
Laclede Gas Company
February 4, 2005
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