Commission
Exact name of registrant as specified in its charter and
States of
I.R.S.
File Number
principal office address and telephone number
Incorporation
Employer I.D. Number
WGL Holdings, Inc.
101 Constitution Ave., N.W.
Washington, D.C. 20080
(703) 750-2000
Virginia
52-2210912
Washington Gas Light Company
101 Constitution Ave., N.W.
Washington, D.C. 20080
(703) 750-4440
District of
Columbia
and Virginia
53-0162882
Securities registered pursuant to Section 12(b) of the Act (as of September 30, 2005): | ||
Title of each class
|
Name of each exchange on which registered | |
WGL Holdings, Inc. common
stock, no par value
|
New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act (as of September 30, 2005): | ||||
Title of each class
|
Name of each exchange on which registered | |||
Washington Gas Light Company
preferred stock,
cumulative, without par value: |
||||
$4.25 Series
|
Over-the-counter bulletin board | |||
$4.80 Series
|
Over-the-counter bulletin board | |||
$5.00 Series
|
Over-the-counter bulletin board | |||
WGL Holdings, Inc.
|
Yes X No | |
Washington Gas Light Company
|
Yes No X |
PART I | ||||||||
Introduction | ||||||||
1 | ||||||||
1 | ||||||||
3 | ||||||||
5 | ||||||||
6 | ||||||||
13 | ||||||||
18 | ||||||||
20 | ||||||||
23 | ||||||||
24 | ||||||||
28 | ||||||||
28 | ||||||||
30 | ||||||||
31 | ||||||||
31 | ||||||||
Executive Officers of the Registrants | 32 | |||||||
PART II | ||||||||
34 | ||||||||
35 | ||||||||
36 | ||||||||
82 | ||||||||
82 | ||||||||
83 | ||||||||
88 | ||||||||
135 | ||||||||
Glossary of Key Terms | 136 | |||||||
138 | ||||||||
138 | ||||||||
140 | ||||||||
PART III | ||||||||
141 | ||||||||
141 | ||||||||
141 | ||||||||
141 | ||||||||
141 | ||||||||
PART IV | ||||||||
142 | ||||||||
Signatures | 149 | |||||||
Ex-3 | ||||||||
Ex-10.1 | ||||||||
Ex-10.2 | ||||||||
Ex-10.3 | ||||||||
Ex-10.4 | ||||||||
Ex-10.5 | ||||||||
Ex-10.6 | ||||||||
Ex-12.1 | ||||||||
Ex-12.2 | ||||||||
Ex-12.3 | ||||||||
Ex-12.4 | ||||||||
Ex-21 | ||||||||
Ex-23 | ||||||||
Ex-24 | ||||||||
Ex-31.1 | ||||||||
Ex-31.2 | ||||||||
Ex-31.3 | ||||||||
Ex-31.4 | ||||||||
Ex-32 |
i
1
WGL Holdings
This section describes the financial
condition and results of operations of WGL Holdings and its
subsidiaries on a consolidated basis. It includes discussions of
WGL Holdings regulated utility and non-utility
operations. The majority of WGL Holdings operations
are derived from the results of its regulated utility,
Washington Gas and, to a much lesser extent, the results of its
non-utility operations. For more information on the
Companys regulated utility operations, please refer to the
Managements Discussion for Washington Gas.
Washington Gas
This section describes the financial
condition and results of operations of Washington Gas, a wholly
owned subsidiary that comprises the majority of
WGL Holdings regulated utility segment. The financial
condition and results of operations of Washington Gas
utility operations and WGL Holdings regulated utility
segment are essentially the same. Therefore, the focus of this
section includes a detailed description of the results of
operations of the regulated utility.
the level and rate at which costs and expenses are incurred in
connection with constructing, operating and maintaining the
Companys natural gas distribution system;
2
the ability to implement successful approaches to modify the
current or future composition of gas used to supply customers as
a result of the introduction of Cove Point gas into the
Companys natural gas distribution system;
variations in weather conditions from normal levels;
the availability of natural gas supply and interstate pipeline
transportation and storage capacity;
the ability of natural gas producers, pipeline gatherers, and
natural gas processors to deliver natural gas into interstate
pipelines for delivery by those interstate pipelines to the
entrance points of the regulated utilitys natural gas
distribution system as a result of factors beyond the control of
the Company or its subsidiaries;
changes in economic, competitive, political and regulatory
conditions and developments;
changes in capital and energy commodity market conditions;
changes in credit ratings of debt securities of
WGL Holdings or Washington Gas that may affect access to
capital or the cost of debt;
changes in credit market conditions and creditworthiness of
customers and suppliers;
changes in laws and regulations, including tax, environmental
and employment laws and regulations;
legislative, regulatory and judicial mandates and decisions
affecting business operations or the timing of recovery of costs
and expenses;
the timing and success of business and product development
efforts and technological improvements;
the pace of deregulation efforts and the availability of other
competitive alternatives;
changes in accounting principles;
terrorist activities; and
other uncertainties.
3
4
Active Customer Meters and Therms Delivered by Jurisdiction
Millions of Therms
Active Customer
Delivered
Meters as of
Fiscal Year Ended
Jurisdiction
September 30, 2005
September 30, 2005
149,508
314.6
414,860
739.2
447,737
589.7
1,012,105
1,643.5
WGEServices
is engaged in the sale of natural
gas and electricity to retail customers in competition with
other unaffiliated, unregulated marketers. At September 30,
2005, WGEServices served approximately 144,800 residential,
commercial and industrial natural gas customers, and 36,200
electricity customers, both inside and outside Washington
Gas traditional service territory. WGEServices purchases
natural gas and electricity for resale and does not own or
operate any natural gas or electric generation, production,
transmission or distribution assets. Natural gas and electricity
sold by WGEServices are delivered through the assets owned by
the regulated utilities that ultimately connect to the customers
of WGEServices. Washington Gas delivers most of the natural gas
sold by WGEServices. Unaffiliated electric utilities deliver all
of the electricity sold by WGEServices.
5
ACI
is a full-service mechanical contractor
that offers turnkey products and services associated with the
design, renovation, sale, installation and service of mechanical
heating, ventilating and air conditioning (HVAC) systems. ACI
serves industrial, commercial and institutional sectors in
Washington, D.C.; Baltimore, Maryland; Seaford, Delaware;
Philadelphia, Pennsylvania; Newark, New Jersey; Richmond,
Virginia and Northern Virginia areas.
WGESystems
is a provider of commercial energy
services, including the design, construction and renovation of
mechanical HVAC systems, electrical distribution systems,
control and security systems, energy conservation measures, and
alternative energy technologies to institutional and commercial
customers in the District of Columbia and parts of Virginia and
Maryland. WGESystems business is complementary to that of
ACI.
WG Maritime
held a carried interest in two
buildings developed on land owned by Washington Gas. In fiscal
year 2004, these two buildings were sold. Refer to the section
entitled
Properties
under Item 2 of this
Form 10-K for further information related to a development
project on this land.
Credit Corp.
offered financing to customers
to purchase gas appliances and other energy-related equipment.
This business no longer offers new loans, but continues to
service its existing loan portfolio. Substantially all of this
loan portfolio has been amortized.
6
7
8
9
10
11
12
13
14
In fiscal year 2004, Washington Gas contracted with an
interstate pipeline company, Dominion Transmission, Inc.
(DTI) under which DTI constructed additional capacity for
firm transportation and storage services to Washington Gas.
Approved by the FERC, this construction project was completed
and placed in service for the 2004-2005 winter heating season,
adding 250,000 therms of daily transportation capacity, 400,000
therms of daily storage transportation capacity and
28 million therms of annual storage inventory for
Washington Gas.
In fiscal year 2004, Washington Gas contracted with Hardy
Storage Company, LLC to construct storage facilities in Hardy
County, West Virginia. This project will be phased-in over a
three-year period beginning in fiscal year 2007. When completed,
this project is expected to add 56 million therms of annual
storage inventory, and 802,000 therms of daily storage
transportation capacity.
In fiscal year 2005, Washington Gas contracted with the Pine
Needle LNG Company, LLC (Pine Needle) to subscribe for available
peaking capacity at its LNG storage facility in North Carolina,
as well as for additional firm transportation capacity to be
constructed by the Transcontinental Gas Pipe Line Corporation
(Transco). The additional Transco firm transportation capacity
will be used to deliver the Pine Needle LNG, as well as natural
gas from production and storage facilities located in Southwest
Virginia and the Appalachian region, to Washington Gas
distribution system. The Pine Needle contract is expected to add
1.98 million therms of annual peaking inventory in May
2006, and the Transco contract is expected to add one million
therms of daily transportation capacity in November 2007.
In fiscal year 2005, Washington Gas responded to proposals for
additional transmission and storage services from DTI and
Columbia Gas Transmission Corporation (CGT) for projects
that are scheduled to be in service by 2010. Should these
projects be completed as planned, Washington Gas expects that
the DTI services will add approximately 60 million therms
of annual storage inventory, and approximately one million
therms of daily storage transportation capacity. The services
from CGT, if obtained, are expected to add approximately
30 million therms of annual storage inventory and
approximately 500,000 therms of daily storage transportation
capacity.
15
Source of Delivery for Annual Sendout
(In millions of therms)
Pipeline Year
Source of Delivery
Actual 2005
Projected 2006
686
703
241
248
13
15
1
9
13
54
722
652
1,676
1,681
Projected Sources of Delivery for Design Day Sendout
(In millions of therms)
Pipeline Year 2006
Source of Delivery
Volumes
Percent
5.7
31%
5.4
29%
7.3
39%
0.2
1%
18.6
100%
16
17
18
19
Jurisdiction
Customer Class
Eligible Customers
Total
% Participating
Firm:
Residential
136,009
8
%
Commercial
13,266
31
%
Interruptible
233
82
%
Firm:
Residential
385,655
17
%
Commercial
28,944
39
%
Interruptible
261
100
%
Firm:
Residential
421,417
13
%
Commercial
26,091
28
%
Interruptible
229
88
%
1,012,105
15
%
20
21
22
23
24
25
26
27
28
the complexity of the site;
changes in environmental laws and regulations at the federal,
state and local levels;
the number of regulatory agencies or other parties involved;
new technology that renders previous technology obsolete or
experience with existing technology that proves ineffective;
the ultimate selection of technology;
the level of remediation required; and
variations between the estimated and actual period of time that
must be dedicated to respond to an environmentally-contaminated
site.
29
30
31
Executive Officers
Date Elected or
Name, Age and Position with the registrants
Appointed
October 1, 2005
October 1, 2005
March 29, 2004
January 24, 2004
January 24, 2004
October 31, 2000
July 3, 2000
October 1, 2005
April 29, 2002
July 1, 2001
July 1, 2001
October 1, 1998
October 1, 2005
October 1, 2005
January 5, 2004
December 12, 2002
October 1, 2005
March 31, 1999
October 1, 2001
October 1, 2001
October 31, 2000
July 1, 2000
January 13, 2000
March 31, 1999
32
Executive Officers | |||
Date Elected or | |||
Name, Age and Position with the registrants | Appointed | ||
Frederic M. Kline,
Age 54 (1)
|
|||
Vice President and Chief Financial
Officer of WGL Holdings, Inc.
|
January 13, 2000 | ||
Vice President and Chief Financial
Officer
|
March 31, 1999 | ||
Wilma Kumar-Rubock,
Age 57
|
|||
Vice President (information
technology) and Chief Information Officer
|
October 1, 2001 | ||
Chief Information Officer
|
November 13, 2000 | ||
Division Head
|
April 3, 2000 | ||
Terry D. McCallister,
Age 50 (1)
|
|||
President and Chief Operating
Officer
|
October 1, 2001 | ||
President and Chief Operating
Officer of WGL Holdings, Inc.
|
October 1, 2001 | ||
Vice President (operations and gas
transportation)
|
June 28, 2000 | ||
Mark P. OFlynn,
Age 55 (1,5)
|
|||
Controller
|
February 18, 2002 | ||
Controller of WGL Holdings,
Inc.
|
February 18, 2002 | ||
Douglas V. Pope,
Age 60 (1)
|
|||
Secretary of WGL Holdings,
Inc.
|
January 13, 2000 | ||
Secretary
|
July 25, 1979 | ||
Roberta W. Sims,
Age 51
|
|||
Vice President (corporate relations
and communications)
|
January 31, 1996 | ||
James B. White,
Age 55
|
|||
Vice President (customer service)
|
October 14, 2002 | ||
Vice President (business
development)
|
February 21, 1996 | ||
William Zeigler, Jr.,
Age 60 (6)
|
|||
Vice President (human resources and
organizational development)
|
February 1, 2004 | ||
Division Head (organizational
development)
|
February 10, 2003 | ||
(1) | Executive Officer of both WGL Holdings, Inc. and Washington Gas Light Company. |
(2) | Mr. Ammann was previously employed by Southern Connecticut Gas Company and Connecticut Natural Gas Corporation, subsidiaries of Energy East Corporation, where he served as Senior Vice President, Finance and Administration. Prior to working for Southern Connecticut Gas Company, Mr. Ammann held various audit and consulting positions for Deloitte & Touche in Washington, D.C. and Detroit, Michigan. |
(3) | Mr. Bonner has previously served in executive positions in gas supply, customer services, operations and engineering at South Jersey Gas Company, Philadelphia Gas Works and Boston Gas Company. |
(4) | Mr. Chandra was previously employed by Cambridge Strategy Group, LLC where he served as Managing Director. Prior to working for Cambridge Strategy Group, LLC, Mr. Chandra was the President & CEO of SmartEnergy, Inc. |
(5) | Mr. OFlynn has more than 30 years of experience in various finance positions with natural gas and electric utilities. He has previous experience as a CFO, controller and treasurer of utility companies that were SEC registrants. |
(6) | Mr. Zeigler was previously employed by Ernst & Young LLP (E&Y) where he served as National Director of Leadership and Organizational Change. Prior to joining E&Y, Mr. Zeigler was Senior Director, Organization Development and Training with Praxair, Inc. of Danbury, CT. |
33
34
Common Stock Price Range and Dividends Paid
Dividends
Dividend
Paid Per
Payment
High
Low
Share
Date
$
34.79
$
31.39
$
0.3325
08/1/05
33.96
29.66
0.3325
05/1/05
31.97
28.85
0.3250
02/1/05
31.43
27.71
0.3250
11/1/04
$
29.68
$
26.91
$
0.3250
08/1/04
30.39
26.66
0.3250
05/1/04
30.18
27.15
0.3200
02/1/04
28.55
26.20
0.3200
11/1/03
(In thousands, except per share data)
Years Ended September 30,
2005
2004
2003
2002
2001
$
1,379,390
$
1,267,948
$
1,301,057
$
925,131
$
1,446,456
772,898
668,968
696,561
459,149
904,416
58,170
50,079
40,465
27,549
40,616
$
548,322
$
548,901
$
564,031
$
438,433
$
501,424
$
237,332
$
226,751
$
216,255
$
205,061
$
194,469
$
806,912
$
821,655
$
763,191
$
659,671
$
493,063
$
103,493
$
96,637
$
112,342
$
39,121
$
82,445
$
2.13
$
1.99
$
2.31
$
0.81
$
1.75
$
2.11
$
1.98
$
2.30
$
0.80
$
1.75
$
893,992
$
853,424
$
818,218
$
766,403
$
788,253
28,173
28,173
28,173
28,173
28,173
584,150
590,164
636,650
667,951
584,370
$
1,506,315
$
1,471,761
$
1,483,041
$
1,462,527
$
1,400,796
$
2,600,600
$
2,504,908
$
2,436,052
$
2,339,146
$
2,292,999
$
1,969,683
$
1,915,551
$
1,874,923
$
1,832,325
$
1,731,633
$
124,258
$
113,439
$
129,083
$
162,383
$
130,215
(11,246
)
(4,897
)
462
1,217
4,264
$
113,012
$
108,542
$
129,545
$
163,600
$
134,479
$
584,150
$
590,164
$
636,650
$
667,951
$
584,370
$
1.33
$
1.30
$
1.28
$
1.27
$
1.26
$
1.3225
$
1.2950
$
1.2775
$
1.2675
$
1.2550
$
18.36
$
17.54
$
16.83
$
15.78
$
16.24
11.8
%
11.6
%
14.2
%
5.0
%
11.0
%
7.2
%
7.4
%
7.6
%
8.0
%
7.7
%
62.1
%
65.1
%
55.3
%
156.5
%
71.7
%
48,704
48,653
48,612
48,565
48,543
UTILITY GAS SALES AND DELIVERIES
(thousands of
therms)
625,251
629,728
648,809
509,243
634,949
222,587
226,407
239,628
193,917
258,546
7,809
7,626
12,163
10,646
11,927
855,647
863,761
900,600
713,806
905,422
434,099
454,549
496,889
346,910
365,262
279,924
268,483
257,799
277,367
251,039
73,874
41,052
67,245
169,210
165,918
787,897
764,084
821,933
793,487
782,219
1,643,544
1,627,845
1,722,533
1,507,293
1,687,641
1,012,105
990,062
959,922
939,291
903,789
26,682
29,438
26,167
31,205
32,188
4,023
4,024
4,550
3,304
4,314
5.9
%
6.1
%
19.8
%
(13.4
)%
13.1
%
(a) | Excludes Allowance for Funds Used During Construction. Includes capital expenditures accrued and capital expenditure adjustments recorded in the fiscal year. |
35
36
WGL Holdings
This section describes the financial
condition and results of operations of WGL Holdings and its
subsidiaries on a consolidated basis. It includes discussions of
WGL Holdings regulated utility and non-utility operations.
The majority of WGL Holdings operations are derived from
the results of its regulated utility, Washington Gas Light
Company (Washington Gas or the regulated utility) and, to a much
lesser extent, the results of its non-utility operations. For
more information on the Companys regulated utility
operations, please refer to the Managements Discussion for
Washington Gas.
Washington Gas
This section describes the financial
condition and results of operations of Washington Gas, a wholly
owned subsidiary that comprises the majority of WGL
Holdings regulated utility segment. The financial
condition and results of operations of Washington Gas
utility operations and WGL Holdings regulated utility
segment are essentially the same.
Page | |||||
37 | |||||
39 | |||||
47 | |||||
52 | |||||
59 | |||||
65 | |||||
69 | |||||
69 | |||||
75 | |||||
80 | |||||
80 |
| regulated utility ; | |
| retail energy-marketing ; and | |
| commercial heating, ventilating and air conditioning ( HVAC ) products and services. |
37
38
39
40
41
42
43
44
45
46
47
48
49
50
Discount rate;
Expected long-term return on plan assets;
Rate of compensation increase; and
Healthcare cost trend rate.
Effect of Changing Critical Actuarial Assumptions
(In millions)
Pension Benefits
Health and Life Benefits
Percentage-Point
Increase
Increase
Increase
Increase
Change in
(Decrease)
(Decrease)
(Decrease)
(Decrease)
Actuarial Assumptions
Assumption
in Obligation
in Cost
in Obligation
in Cost
+/ 1.00
pt.
n/a
$(6.1) / $6.1
n/a
$(2.1) / $2.1
+/ 0.25
$(19.5) / $20.5
$(1.3) / $1.4
$(15.3) / $16.2
$(1.7) / $1.8
+/ 0.25
$4.2 / $(4.1)
$0.8 / $(0.7)
n/a
n/a
+/ 1.00
n/a
n/a
$62.7 / $(50.0)
$6.5 / $(5.0)
51
52
Net Income (Loss) by Operating Segment
Years Ended September 30,
(In thousands)
2005
2004
2003
$
87,492
$
88,951
$
109,036
22,294
8,280
3,745
(3,893
)
(5,396
)
(1,184
)
18,401
2,884
2,561
(2,400
)
4,802
745
16,001
7,686
3,306
$
103,493
$
96,637
$
112,342
53
54
55
Composition of Non-Utility Revenue Changes
Increase/(Decrease)
Compared
to Prior Year
(In millions)
2005
2004
$
(16.8
)
$
63.6
$
2.3
$
(5.4
)
56
57
58
Composition of Interest Expense Changes
Increase/(Decrease)
Compared to
Prior Year
(In millions)
2005
2004
$
(0.8
)
$
(2.0
)
0.5
0.3
(0.4
)
(0.5
)
$
(0.7
)
$
(2.2
)
59
60
61
Credit Ratings for Outstanding Debt Instruments
WGL Holdings
Washington Gas
Unsecured
Unsecured
Medium-Term Notes
Commercial
Medium-Term
Commercial
Rating Service
(Indicative)*
Paper
Notes
Paper
A+
F1
AA
F1+
Not Rated
Not Prime
A2
P-1
AA
A-1
AA
A-1
* | Indicates the ratings that may be applicable if WGL Holdings were to issue unsecured medium-term notes. |
** | This agency has held a negative outlook on the long-term debt ratings of WGL Holdings and Washington Gas since July 2, 2004. |
62
63
Storage gas inventory increased $35.3 million from the end
of September 30, 2004 due to higher natural gas prices and
increased storage capacity to accommodate the requirements for
the 2005-2006 winter heating season.
Accounts payable and other accrued liabilities increased
$20.4 million from September 30, 2004 largely to fund
higher natural gas purchases. Higher liabilities associated with
natural gas are due mostly to higher prices associated with
storage injections.
Customer deposits and advance payments increased
$37.7 million from September 30, 2004. The increase in
cash deposits was driven by a revised credit policy requiring
security deposits from new customers of the regulated utility,
and the receipt of a security deposit held from an electricity
supplier of WGEServices.
Deferred purchased gas costs net reflects a net cash
inflow of $27.7 million in fiscal year 2005 primarily due
to fair value gains in the current fiscal year associated with
Washington Gas variable gas purchase contracts, as
compared to fair value losses recognized in fiscal year 2004.
Long-Term Debt Activity
2005
2004
2003
(In millions)
Interest Rate
Amount
Interest Rate
Amount
Interest Rate
Amount
4.83 5.44%
$
60.5
4.88%
$
37.0
$
6.50 7.76%
(60.5
)
6.95%
(36.0
)
6.50 7.04%
(40.0
)
8.00%
0.1
6.75%
0.8
5.99 8.00%
(16.5
)
5.99 7.88%
(21.3
)
(0.1
)
(0.2
)
(0.2
)
$
(16.5
)
$
1.6
$
(61.5
)
(a) | Includes the non-cash extinguishment of project debt financing of $16.4 million and $19.7 million for fiscal year 2005 and 2003, respectively. |
64
Capital Expenditures
Actual
Projected
(In millions)
2003
2004
2005
2006
2007
2008
2009
2010
Total
$
70.2
$
67.5
$
58.2
$
57.7
$
54.9
$
55.3
$
55.2
$
55.2
$
278.3
8.2
56.0
57.8
22.0
135.8
27.1
24.9
22.5
20.6
31.8
30.5
35.9
37.2
156.0
1.5
31.8
30.9
19.2
0.6
82.5
31.8
21.0
33.9
34.2
23.0
33.4
32.8
39.2
162.6
129.1
113.4
124.3
200.3
198.4
160.4
124.5
131.6
815.2
0.4
(4.9
)
(11.3
)
$
129.5
$
108.5
$
113.0
$
200.3
$
198.4
$
160.4
$
124.5
$
131.6
$
815.2
(a) | Excludes Allowance for Funds Used During Construction. Includes capital expenditures accrued and capital expenditure adjustments recorded in the fiscal year. |
Contractual Obligations, Off-Balance Sheet Arrangements and Other Commercial Commitments |
65
Estimated Contractual Obligations and Commercial Commitments (Assumes Normal Weather) | ||||||||||||||||||||||||||||||
Years Ended September 30, | ||||||||||||||||||||||||||||||
(In millions) | Total | 2006 | 2007 | 2008 | 2009 | 2010 | Thereafter | |||||||||||||||||||||||
Pipeline and storage
contracts
(a)
|
$ | 809.3 | $ | 133.7 | $ | 118.8 | $ | 99.3 | $ | 76.0 | $ | 61.0 | $ | 320.5 | ||||||||||||||||
Medium-term
notes
(b)
|
634.1 | 50.0 | 85.0 | 45.1 | 75.0 | 32.5 | 346.5 | |||||||||||||||||||||||
Other long-term
debt
(b)
|
0.2 | 0.1 | | | | | 0.1 | |||||||||||||||||||||||
Interest
expense
(c)
|
325.3 | 37.7 | 33.8 | 29.2 | 25.8 | 22.2 | 176.6 | |||||||||||||||||||||||
Gas purchase commitments
Washington Gas
(d)
|
707.2 | 354.1 | 116.0 | 102.0 | 91.3 | 43.8 | | |||||||||||||||||||||||
Gas purchase commitments
WGEServices
(e)
|
499.1 | 445.1 | 40.2 | 13.8 | | | | |||||||||||||||||||||||
Electric purchase
commitments
(f)
|
127.6 | 95.4 | 32.2 | | | | | |||||||||||||||||||||||
Operating leases
|
46.0 | 4.5 | 4.4 | 4.2 | 3.8 | 2.9 | 26.2 | |||||||||||||||||||||||
Other long-term
commitments
(g)
|
26.8 | 12.1 | 7.5 | 4.9 | 0.8 | 0.3 | 1.2 | |||||||||||||||||||||||
Total
|
$ | 3,175.6 | $ | 1,132.7 | $ | 437.9 | $ | 298.5 | $ | 272.7 | $ | 162.7 | $ | 871.1 | ||||||||||||||||
(a) | Expected minimum payments under natural gas transportation and storage contracts based on current estimates of growth of the Washington Gas system, together with current expectations of the timing and extent of unbundling initiatives in the Washington Gas service territory. These contracts have expiration dates through fiscal year 2026. Additionally, includes minimum payments for WGEServices pipeline contracts. | |
(b) | Represents scheduled repayment of principal including the assumed exercise of a put option by the debt holders of $85.0 million in 2007 and $8.5 million in 2010. Additionally, in fiscal year 2006, Washington Gas intends to call $50.0 million of MTNs. | |
(c) | Represents the scheduled interest payments associated with MTNs and other long-term debt. | |
(d) | Includes short-term gas purchase commitments to purchase fixed volumes of natural gas under Washington Gas regulatory-approved hedging program, as well as long-term gas purchase commitments that contain fixed volume purchase requirements. Commitment amounts are estimated based on forecasted market prices for minimum purchases under these purchase commitments. | |
(e) | Represents commitments based on a combination of market prices at September 30, 2005 and fixed price contract commitments for natural gas delivered to various city gate stations, including the cost of transportation to that point, which is bundled in the purchase price. | |
(f) | Certain electric commitments are based on forecasted usage for existing customers under full requirements supply contracts (refer to the section entitled Market Risk included herein). Other electric purchase commitments are based on existing fixed price and fixed volume commitments. | |
(g) | Includes certain Information Technology service contracts. Also includes committed payments related to certain environmental response costs. |
66
67
68
69
70
71
72
73
74
75
Composition of Utility Net Revenue Changes
Increase/(Decrease)
(In millions)
From Prior Year
2005
2004
$
(20.8
)
$
(31.5
)
12.5
12.7
2.9
5.7
2.7
4.8
(4.7
)
$
(0.6
)
$
(15.1
)
(a)
For fiscal year 2004, Impact of rate cases
includes a $4.7 million benefit of an accounting tracker
granted by the PSC of DC related to pension and other
post-employment benefit expenses, and Other excludes
this benefit.
Gas Deliveries, Weather and Meter Statistics
Years Ended September 30,
2005
2004
2003
Gas Sales and Deliveries
(thousands of
therms)
847,838
856,135
888,437
434,099
454,549
496,889
1,281,937
1,310,684
1,385,326
7,809
7,626
12,163
279,924
268,483
257,799
287,733
276,109
269,962
73,874
41,052
67,245
1,643,544
1,627,845
1,722,533
4,023
4,024
4,550
3,798
3,792
3,799
5.9
%
6.1
%
19.8
%
1,012,105
990,062
959,922
26,682
29,438
26,167
76
77
78
Composition of Operation and Maintenance Expense Changes
Increase/(Decrease)
Compared to Prior Year
(In millions)
2005
2004
$
4.2
$
(0.9
)
(2.3
)
2.4
10.0
3.0
(3.1
)
(2.7
)
2.2
(1.6
)
(0.6
)
10.6
$
10.4
$
10.8
79
80
81
Summary of Major Rate Increase Applications and Results
Test Year
Application
Effective
12 Months
Increase in Annual
Allowed Rate of
Jurisdiction
Filed
Date
Ended
Revenues (Millions)
Return
Requested
Granted
Overall
Equity
02/07/03
11/24/03
09/30/02
$
18.8
9.7%
$
5.4
(a)
2.8%
8.42
%
10.60
%
06/19/01
04/09/03
12/31/00
16.3
6.8%
(5.4
)
(2.2)
%
8.83
%
10.60
%
01/14/94
08/01/94
09/30/93
17.3
9.0%
6.4
3.4%
(b)
(b)
03/31/03
11/06/03
12/31/02
27.2
6.8%
2.9
0.7%
8.61
%
10.75
%
03/28/02
09/30/02
12/31/01
31.4
9.3%
9.3
2.8%
(b)
(b)
06/01/94
12/01/94
03/31/94
17.6
5.7%
7.4
2.4%
9.79
%
(c)
11.50
%
(c)
01/27/04
10/04/04
06/30/03
19.6
4.7%
(e)
(e)
8.44
%
10.50
%
06/14/02
11/12/02
(d)
12/31/01
23.8
6.6%
9.9
2.7%
8.44
%
10.50
%
04/29/94
09/27/94
12/31/93
15.7
6.4%
6.8
2.7%
9.72
%
11.50
%
(a)
The revenue increase includes a reduction for the effect of a
$6.5 million lower level of pension and other
post-retirement benefit costs that had been previously deferred
on the balance sheet of Washington Gas as a regulatory
liability. This deferral mechanism ensures that the variation in
these annual costs, when compared to the levels collected from
customers, does not affect net income. Therefore, this reduction
of annual revenues for pension and other post-retirement benefit
costs is reflected as a change to the regulatory liability on
the balance sheet since the liability had already been recorded.
Additionally, the $5.4 million annual revenue increase
includes an $800,000 per year increase in certain expenses
that are also subject to the regulatory deferral mechanism
treatment. Accordingly, the total annual effect of the Final
Order on the Companys pre-tax income results in an annual
increase of $11.1 million.
(b)
Application was settled without stipulating the return on
common equity.
(c)
Rates were implemented as a result of a settlement agreement.
The return on equity indicated in the Final Order of
11.50 percent was not utilized to establish rates.
(d)
New depreciation rates effective January 1, 2002. New
base rates went into effect subject to refund on
November 12, 2002. Final Order released on
December 18, 2003.
(e)
Rate increases went into effect, subject to refund, on
February 26, 2004 under an expedited rate application. On
September 27, 2004, a Final Order was issued approving a
proposed Stipulation filed by Washington Gas and other
participants to resolve all issues related to this expedited
rate case. Under the approved Stipulation, Washington Gas
adjusted its billing rates commencing October 4, 2004 to
reflect the level of annual revenues as determined in the
previous Final Order issued on December 18, 2003 and noted
in (d) above.
82
Price Risk Related to Regulated Utility Operations
Price Risk Related to Retail Energy-Marketing Operations
Weather Risk
Interest-Rate Risk
Years Ended September 30,
(In thousands, except per share data)
2005
2004
2003
$
1,379,390
$
1,267,948
$
1,301,057
772,898
668,968
696,561
58,170
50,079
40,465
548,322
548,901
564,031
197,383
182,573
176,482
39,949
44,178
39,773
89,859
91,510
83,549
40,478
36,544
37,841
49,182
58,463
68,633
416,851
413,268
406,278
131,471
135,633
157,753
773,046
789,859
726,231
32,441
30,123
35,521
1,425
1,673
1,439
806,912
821,655
763,191
775,713
817,672
761,540
13,460
2,175
168
789,173
819,847
761,708
17,739
1,808
1,483
149,210
137,441
159,236
(1,970
)
4,925
(26
)
1,024
(264
)
833
(946
)
4,661
807
148,264
142,102
160,043
41,049
41,822
43,866
2,402
2,323
2,515
43,451
44,145
46,381
1,320
1,320
1,320
$
103,493
$
96,637
$
112,342
48,688
48,640
48,587
49,008
48,847
48,756
$
2.13
$
1.99
$
2.31
$
2.11
$
1.98
$
2.30
$
1.3225
$
1.2950
$
1.2775
83
84
85
September 30,
2005
2004
(In thousands, except shares)
$
472,974
$
471,547
6,142
3,789
418,649
379,562
(5
)
(3,773
)
(1,469
)
893,992
59.3%
853,424
58.0%
15,000
15,000
7,173
7,173
6,000
6,000
28,173
1.9%
28,173
1.9%
20,500
45,100
45,100
75,000
75,000
24,000
24,000
30,000
30,000
77,000
77,000
67,000
67,000
20,000
20,000
20,000
40,000
40,500
50,000
50,000
125,000
125,000
52,000
52,000
8,500
8,500
634,100
634,100
227
16,783
(55
)
(80
)
50,122
60,639
584,150
38.8%
590,164
40.1%
$
1,506,315
100.0%
$
1,471,761
100.0%
86
Accumulated
Other
Common Stock Issued
Comprehensive
(In thousands,
Paid-In
Retained
Deferred
Loss, Net of
Treasury
except shares)
Shares
Amount
Capital
Earnings
Compensation
Taxes
Stock
Total
48,650,635
$
471,497
$
1,645
$
295,676
$
(120
)
$
$
(2,295
)
$
766,403
112,342
112,342
(716
)
(716
)
111,626
937
88
1,255
2,280
(62,091
)
(62,091
)
48,650,635
471,497
2,582
345,927
(32
)
(716
)
(1,040
)
818,218
96,637
96,637
(753
)
(753
)
95,884
1,872
50
1,207
27
1,040
2,324
(63,002
)
(63,002
)
48,652,507
471,547
3,789
379,562
(5
)
(1,469
)
853,424
103,493
103,493
(2,304
)
(2,304
)
101,189
51,833
1,427
2,353
5
3,785
(64,406
)
(64,406
)
48,704,340
$
472,974
$
6,142
$
418,649
$
$
(3,773
)
$
$
893,992
87
Years Ended September 30,
(In thousands)
2005
2004
2003
$
1,402,905
$
1,293,675
$
1,313,039
796,413
694,639
708,543
58,170
50,079
40,465
548,322
548,957
564,031
199,347
184,860
178,239
39,541
43,663
39,459
89,140
90,809
82,866
40,188
36,121
37,652
48,951
58,212
68,416
417,167
413,665
406,632
131,155
135,292
157,399
1,269
1,523
1,512
1,269
1,523
1,512
1
(912
)
9
494
128
591
495
(784
)
600
774
2,307
912
131,929
137,599
158,311
(3,168
)
(2,664
)
(1,502
)
2,052
4,796
840
(1,116
)
2,132
(662
)
130,813
139,731
157,649
41,049
41,822
43,866
551
1,319
2,885
41,600
43,141
46,751
89,213
96,590
110,898
1,320
1,320
1,320
$
87,893
$
95,270
$
109,578
88
September 30,
(In thousands)
2005
2004
$
2,756,638
$
2,642,815
(794,286
)
(733,894
)
1,962,352
1,908,921
3,054
3,398
77,117
66,602
9,711
4,099
16,476
16,832
(14,981
)
(13,202
)
88,323
74,331
16,823
15,068
194,104
165,196
12,957
11,654
11,165
9,749
8,131
887
334,557
280,283
16,098
64,236
45,847
75,586
71,511
9,404
21,757
149,226
155,213
$
2,446,135
$
2,344,417
$
835,757
$
811,632
28,173
28,173
584,150
590,156
1,448,080
1,429,961
50,122
60,611
10,409
18,699
149,706
123,463
13,196
16,714
2,919
2,781
16,524
16,142
33,880
14,450
14,103
7,815
10,261
13,422
18,598
19,092
281
622
319,999
293,811
14,033
14,926
290,375
270,908
40,916
36,954
272,124
251,695
11,600
15,946
22,069
33,062
24,093
678,056
620,645
$
2,446,135
$
2,344,417
89
Years Ended September 30,
(In thousands)
2005
2004
2003
$
89,213
$
96,590
$
110,898
89,140
90,809
82,866
4,319
4,339
5,030
2,764
30,364
37,165
(893
)
(892
)
(893
)
(4,977
)
(5,198
)
(5,118
)
(4,138
)
2,872
1,769
197
(15,624
)
(1,910
)
349
676
7,531
(3,022
)
(28,908
)
(40,780
)
(55,209
)
(1,416
)
9,340
(10,773
)
20,707
21,039
32,495
(3,518
)
1,091
1,341
19,430
3,404
(4,436
)
(3,161
)
6,996
(794
)
138
(246
)
(281
)
27,698
(5,608
)
(5,218
)
(2,096
)
(3,117
)
1,500
(8,997
)
2,490
5,095
187,367
218,011
187,054
60,593
37,800
(60,665
)
(36,109
)
(41,669
)
(453
)
(879
)
(418
)
(8,290
)
(46,527
)
39,521
(65,343
)
(64,065
)
(63,260
)
(430
)
(270
)
1,296
(74,588
)
(110,050
)
(64,530
)
(111,098
)
(107,861
)
(129,023
)
16,000
(2,025
)
(821
)
(8,019
)
(113,123
)
(108,682
)
(121,042
)
(344
)
(721
)
1,482
3,398
4,119
2,637
$
3,054
$
3,398
$
4,119
$
48,449
$
16,665
$
41,706
$
40,181
$
42,352
$
44,608
$
16,447
$
$
19,707
$
5,042
$
4,964
$
(555
)
90
September 30,
(In thousands, except shares)
2005
2004
$
46,479
$
46,479
455,336
452,400
337,715
314,227
(5
)
(3,773
)
(1,469
)
835,757
57.7
%
811,632
56.7
%
15,000
15,000
7,173
7,173
6,000
6,000
28,173
2.0
%
28,173
2.0
%
20,500
45,100
45,100
75,000
75,000
24,000
24,000
30,000
30,000
77,000
77,000
67,000
67,000
20,000
20,000
20,000
40,000
40,500
50,000
50,000
125,000
125,000
52,000
52,000
8,500
8,500
634,100
634,100
227
16,747
(55
)
(80
)
50,122
60,611
584,150
40.3
%
590,156
41.3
%
$
1,448,080
100.0
%
$
1,429,961
100.0
%
91
Accumulated
Other
Common Stock Issued
Comprehensive
Paid-In
Retained
Deferred
Loss, Net of
(In thousands, except shares)
Shares
Amount
Capital
Earnings
Compensation
Taxes
Total
46,479,536
$
46,479
$
449,518
$
234,443
$
(120
)
$
$
730,320
110,898
110,898
adjustment
(716
)
(716
)
110,182
1,295
88
1,383
(62,063
)
(62,063
)
(1,320
)
(1,320
)
46,479,536
46,479
450,813
281,958
(32
)
(716
)
778,502
96,590
96,590
(753
)
(753
)
95,837
1,587
27
1,614
(63,001
)
(63,001
)
(1,320
)
(1,320
)
46,479,536
46,479
452,400
314,227
(5
)
(1,469
)
811,632
89,213
89,213
(2,304
)
(2,304
)
86,909
2,936
5
2,941
(64,405
)
(64,405
)
(1,320
)
(1,320
)
46,479,536
$
46,479
$
455,336
$
337,715
$
$
(3,773
)
$
835,757
(a) | Stock-based compensation is based on the stock awards of WGL Holdings, Inc. that are allocated to Washington Gas Light Company for its pro-rata share. |
92
93
94
95
Property, Plant and Equipment at Original Cost
At September 30,
2005
2004
(In millions)
Dollars
%
Dollars
%
$
2,460.0
88.4
$
2,376.5
89.1
266.5
9.6
247.5
9.3
48.4
1.7
36.1
1.3
2,774.9
99.7
2,660.1
99.7
9.1
0.3
7.8
0.3
$
2,784.0
100.0
$
2,667.9
100.0
Regulatory Assets and Liabilities
Regulatory
Regulatory
(In millions)
Assets
Liabilities
At September 30,
2005
2004
2005
2004
$
$
$
272.1
$
251.7
34.8
18.1
7.8
7.9
4.1
5.9
9.3
8.2
1.8
2.3
8.2
6.4
9.7
4.1
14.1
7.8
16.1
11.6
2.0
5.4
4.1
4.5
3.2
2.6
2.8
2.7
1.8
1.9
0.3
2.0
$
73.9
$
66.0
$
313.8
$
281.6
96
97
98
99
100
Pro Forma Effect of Stock-Based Compensation
Years Ended
September 30,
(In thousands, except per share data)
2005
2004
2003
$
103,493
$
96,637
$
112,342
2,205
1,225
1,078
determined
under the fair value-based method, net of
tax
(b)
(2,733
)
(1,656
)
(1,425
)
$
102,965
$
96,206
$
111,995
$
2.13
$
1.99
$
2.31
$
2.11
$
1.98
$
2.31
$
2.11
$
1.98
$
2.30
$
2.10
$
1.97
$
2.30
(a)
Reflects compensation expense related to performance
shares.
(b)
Reflects compensation expense related to performance shares
and stock options.
101
WGL Holdings, Inc.
At September 30,
(in thousands)
2005
2004
$
183,030
$
142,057
13,806
9,908
8,080
27,005
$
204,916
$
178,970
Washington Gas Light Company | ||||||||
At September 30, | ||||||||
(in thousands) | 2005 | 2004 | ||||||
Accounts payable trade
|
$ | 130,211 | $ | 89,219 | ||||
Employee benefits and payroll
accruals
|
12,446 | 8,833 | ||||||
Other accrued liabilities
|
7,049 | 25,411 | ||||||
Total
|
$ | 149,706 | $ | 123,463 | ||||
102
103
Long-Term Debt Maturities
(a)
(In millions)
MTNs
Other
Total
$
50.0
$
0.1
$
50.1
85.0
85.0
45.1
45.1
75.0
75.0
32.5
32.5
346.5
0.1
346.6
634.1
0.2
634.3
50.0
0.1
50.1
$
584.1
$
0.1
$
584.2
(a) | Excludes unamortized discounts of $55,000 as of September 30, 2005. |
(b) | Washington Gas intends to call $50.0 million of MTNs during fiscal year 2006. |
(c) | Assumes the exercise of a put option by the MTN debt holders of $85.0 million in 2007 and $8.5 million in 2010. |
104
105
106
Balance Sheet Classification of Open Positions on Derivative Instruments
(In millions)
WGL Holdings
Washington Gas
September 30,
2005
2004
2005
2004
Assets
$
15.8
$
$
15.8
$
5.5
0.7
0.1
4.1
4.1
$
25.4
$
0.7
$
20.0
$
Liabilities
$
1.7
$
8.2
$
1.7
$
8.2
0.5
0.5
$
1.7
$
8.7
$
1.7
$
8.7
Common Stock Reserves
Reserved for:
Number of Shares
1,819,005
1,323,359
637,196
65,783
3,845,343
(a) | Included are shares that potentially could be issued and that would reduce the 1999 Incentive Compensation Plan shares authorized. These shares include 1,293,831 shares dedicated to incentive stock options issued but not exercised, and 308,012 shares dedicated to performance shares granted but not vested. |
(b) | On July 15, 2005, the Company filed a registration statement with the SEC to register an additional one million shares of common stock under its Dividend Reinvestment and Common Stock Purchase Plan. |
Preferred Stock | ||||||||||||||||||
Liquidation Preference | ||||||||||||||||||
Preferred | Per Share | |||||||||||||||||
Series | Shares | Call Price | ||||||||||||||||
Outstanding | Outstanding | Involuntary | Voluntary | Per Share | ||||||||||||||
$4.80 | 150,000 | $ | 100 | $ | 101 | $ | 101 | |||||||||||
$4.25 | 70,600 | $ | 100 | $ | 105 | $ | 105 | |||||||||||
$5.00 | 60,000 | $ | 100 | $ | 102 | $ | 102 | |||||||||||
107
Basic and Diluted EPS
Net
Per Share
(In thousands, except per share data)
Income
Shares
Amount
$
103,493
48,688
$
2.13
320
$
103,493
49,008
$
2.11
$
96,637
48,640
$
1.99
207
$
96,637
48,847
$
1.98
$
112,342
48,587
$
2.31
169
$
112,342
48,756
$
2.30
108
WGL Holdings, Inc.
Components of Income Tax Expense
Years Ended September 30,
2005
2004
2003
(In thousands)
Federal
State
Federal
State
Federal
State
$
39,995
$
7,744
$
21,707
$
7,682
$
22,368
$
8,473
(769
)
6,142
25,983
2,308
23,106
3,891
(2,441
)
(592
)
1,331
349
9,551
2,142
(3,210
)
5,550
27,314
2,657
32,657
6,033
(897
)
(897
)
(898
)
35,888
13,294
48,124
10,339
54,127
14,506
7,012
1,486
2,025
123
(4,805
)
3,074
4,278
684
(234
)
261
1,678
221
11,290
2,170
1,791
384
(3,127
)
3,295
(1,088
)
(282
)
1,087
997
400
(2,269
)
290
56
(1,874
)
54
1,009
27
(798
)
(226
)
(787
)
1,051
1,409
(2,242
)
$
46,380
$
15,238
$
49,128
$
11,774
$
52,409
$
15,559
WGL Holdings, Inc. | |||||||||||||||||||||||||||
Reconciliation between the Statutory Federal Income Tax Rate and Effective Tax Rate | |||||||||||||||||||||||||||
Years Ended September 30, | |||||||||||||||||||||||||||
(In thousands) | 2005 | 2004 | 2003 | ||||||||||||||||||||||||
Income taxes at statutory federal
income tax rate
|
$ | 58,251 | 35.00 | % | $ | 55,601 | 35.00 | % | $ | 63,571 | 35.00 | % | |||||||||||||||
Increases (decreases) in
income taxes resulting from:
|
|||||||||||||||||||||||||||
Accelerated depreciation less
amount deferred
|
1,954 | 1.17 | 1,586 | 1.00 | 2,149 | 1.18 | |||||||||||||||||||||
Amortization of investment tax
credits
|
(897 | ) | (0.54 | ) | (897 | ) | (0.56 | ) | (898 | ) | (0.49 | ) | |||||||||||||||
Cost of removal
|
(248 | ) | (0.15 | ) | (478 | ) | (0.30 | ) | (870 | ) | (0.48 | ) | |||||||||||||||
State income taxes-net of federal
benefit
|
7,426 | 4.46 | 6,663 | 4.19 | 9,146 | 5.04 | |||||||||||||||||||||
Change in valuation allowance
|
(36 | ) | (0.02 | ) | (1,960 | ) | (1.23 | ) | (2,446 | ) | (1.35 | ) | |||||||||||||||
Medicare D subsidy
|
(1,922 | ) | (1.15 | ) | (925 | ) | (0.58 | ) | | | |||||||||||||||||
Other items-net
|
(2,910 | ) | (1.75 | ) | 1,312 | 0.82 | (2,684 | ) | (1.48 | ) | |||||||||||||||||
Total income tax expense and
effective tax rate
|
$ | 61,618 | 37.02 | % | $ | 60,902 | 38.34 | % | $ | 67,968 | 37.42 | % | |||||||||||||||
109
WGL Holdings, Inc.
Components of Deferred Income Tax Assets (Liabilities)
At September 30,
(In thousands)
2005
2004
ACCUMULATED DEFERRED INCOME TAXES
Current
Non-current
Current
Non-current
$
5,212
$
$
4,888
$
7,319
5,631
3,599
2,295
2,005
2,041
(2,005
)
(2,041
)
11,776
9,033
3,751
3,197
2,709
2,340
792
2,078
812
4,063
16,922
20,314
13,626
18,633
15,159
12,869
261,222
252,937
2,784
3,028
1,559
1,710
27,093
10,190
2,789
3,033
448
4,343
1,668
2,096
313
2,789
312,831
448
287,173
$
14,133
$
(292,517
)
$
13,178
$
(268,540
)
110
Washington Gas Light Company
Components of Income Tax Expense
Years Ended September 30,
2005
2004
2003
(In thousands)
Federal
State
Federal
State
Federal
State
$
39,750
$
7,676
$
21,508
$
7,626
$
22,242
$
8,440
(689
)
6,142
25,985
2,308
23,064
3,891
(2,422
)
(613
)
1,327
350
9,531
2,141
(3,111
)
5,529
27,312
2,658
32,595
6,032
(893
)
(892
)
(893
)
35,746
13,205
47,928
10,284
53,944
14,472
494
(129
)
(262
)
1,216
(2,346
)
419
100
1,412
309
494
290
(162
)
2,628
(2,037
)
(2,039
)
(359
)
(5,057
)
386
(229
)
2,572
290
56
(102
)
(23
)
(2,694
)
(489
)
(1,749
)
(303
)
(5,159
)
363
(2,923
)
2,083
$
34,491
$
12,902
$
43,059
$
10,485
$
53,649
$
14,518
Washington Gas Light Company | |||||||||||||||||||||||||||
Reconciliation between the Statutory Federal Income Tax Rate and Effective Tax Rate | |||||||||||||||||||||||||||
Years Ended September 30, | |||||||||||||||||||||||||||
(In thousands) | 2005 | 2004 | 2003 | ||||||||||||||||||||||||
Income taxes at statutory federal
income tax rate
|
$ | 47,812 | 35.00 | % | $ | 52,547 | 35.00 | % | $ | 62,673 | 35.00 | % | |||||||||||||||
Increases (decreases) in
income taxes resulting from:
|
|||||||||||||||||||||||||||
Accelerated depreciation less
amount deferred
|
1,954 | 1.43 | 1,586 | 1.06 | 2,149 | 1.20 | |||||||||||||||||||||
Amortization of investment tax
credits
|
(893 | ) | (0.65 | ) | (892 | ) | (0.59 | ) | (893 | ) | (0.50 | ) | |||||||||||||||
Cost of removal
|
(248 | ) | (0.18 | ) | (478 | ) | (0.32 | ) | (870 | ) | (0.49 | ) | |||||||||||||||
State income taxes-net of federal
benefit
|
5,827 | 4.27 | 6,138 | 4.09 | 8,552 | 4.78 | |||||||||||||||||||||
Consolidated tax sharing allocation
|
(1,004 | ) | (0.74 | ) | (5,261 | ) | (3.50 | ) | (355 | ) | (0.20 | ) | |||||||||||||||
Medicare D subsidy
|
(1,909 | ) | (1.40 | ) | (925 | ) | (0.62 | ) | | | |||||||||||||||||
Other items-net
|
(4,146 | ) | (3.04 | ) | 829 | 0.54 | (3,089 | ) | (1.72 | ) | |||||||||||||||||
Total income tax expense and
effective tax rate
|
$ | 47,393 | 34.69 | % | $ | 53,544 | 35.66 | % | $ | 68,167 | 38.07 | % | |||||||||||||||
111
Washington Gas Light Company
Components of Deferred Income Tax Assets (Liabilities)
At September 30,
(In thousands)
2005
2004
ACCUMULATED DEFERRED INCOME TAXES
Current
Non-current
Current
Non-current
$
5,123
$
$
4,840
$
6,231
4,502
3,599
2,295
11,709
8,894
3,751
3,177
2,709
2,340
793
3,769
812
1,801
15,746
21,938
12,449
16,212
15,056
12,775
261,095
252,958
2,784
3,028
1,558
1,720
27,093
10,200
2,789
3,034
795
4,343
1,668
2,096
25
2,789
312,313
795
287,120
$
12,957
$
(290,375
)
$
11,654
$
(270,908
)
112
113
Post-Retirement Benefits
Health and Life
(In millions)
Pension Benefits
Benefits
Years Ended September 30,
2005
2004
2005
2004
$
655.8
$
615.9
$
408.5
$
361.2
10.2
10.3
10.4
8.6
36.8
36.1
23.0
19.8
(34.3
)
24.6
27.6
15.9
36.5
(36.2
)
(34.1
)
(18.7
)
(17.6
)
$
691.2
$
655.8
$
404.8
$
408.5
$
683.1
$
661.5
$
175.1
$
163.5
46.1
56.8
8.0
2.2
1.2
1.2
33.0
27.0
(2.5
)
(2.3
)
(36.2
)
(34.1
)
(18.7
)
(17.6
)
$
691.7
$
683.1
$
197.4
$
175.1
$
0.5
$
27.3
$
(207.4
)
$
(233.4
)
44.8
13.2
179.3
166.3
13.3
15.5
11.6
51.7
$
58.6
$
56.0
$
(16.5
)
$
(15.4
)
Health and Life
(In millions)
Pension Benefits
Benefits
At September 30,
2005
2004
2005
2004
$
76.0
$
71.9
$
$
(23.3
)
(20.5
)
(16.5
)
(15.4
)
2.2
5.9
2.4
$
58.6
$
56.0
$
(16.5
)
$
(15.4
)
(a)
Excludes regulatory assets and liabilities.
(a) | None of the Companys common stock is included in its plans. |
114
Expected benefit payments, including benefits attributable to
estimated future employee service, which are expected to be paid
over the next ten years are as follows:
Expected Benefit Payments
Pension
Health and Life
(In millions)
Benefits
Benefits
$
36.9
$
18.3
37.7
18.5
38.7
19.8
39.7
21.0
40.9
22.3
229.3
132.6
Components of Net Periodic Benefit Costs (Income) | ||||||||||||||||||||||||||||
(In millions) | Pension Benefits | Health and Life Benefits | ||||||||||||||||||||||||||
Years Ended September 30, | 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | ||||||||||||||||||||||
Components of net periodic
benefit costs (income)
|
||||||||||||||||||||||||||||
Service cost
|
$ | 10.2 | $ | 10.3 | $ | 9.2 | $ | 10.4 | $ | 8.6 | $ | 8.0 | ||||||||||||||||
Interest cost
|
36.8 | 36.1 | 35.9 | 23.0 | 19.8 | 20.6 | ||||||||||||||||||||||
Expected return on plan assets
|
(51.8 | ) | (52.3 | ) | (54.0 | ) | (13.2 | ) | (12.1 | ) | (11.4 | ) | ||||||||||||||||
Recognized prior service cost
|
2.2 | 2.3 | 2.3 | | | | ||||||||||||||||||||||
Recognized actuarial loss
|
1.2 | 1.0 | 0.5 | 8.9 | 4.1 | 1.1 | ||||||||||||||||||||||
Amortization of transition
obligation
|
| 0.2 | 0.2 | 5.7 | 5.7 | 9.5 | ||||||||||||||||||||||
Net periodic benefit cost (income)
|
(1.4 | ) | (2.4 | ) | (5.9 | ) | 34.8 | 26.1 | 27.8 | |||||||||||||||||||
Amount allocated to construction
projects
|
0.3 | 0.7 | 1.5 | (3.9 | ) | (4.7 | ) | (5.8 | ) | |||||||||||||||||||
Amount deferred as regulatory asset
(liability)net
|
(3.4 | ) | (2.7 | ) | 0.8 | (1.8 | ) | 0.2 | 0.6 | |||||||||||||||||||
Amount charged (credited) to
expense
|
$ | (4.5 | ) | $ | (4.4 | ) | $ | (3.6 | ) | $ | 29.1 | $ | 21.6 | $ | 22.6 | |||||||||||||
115
Medicare Subsidy Receipts
Health and
(In millions)
Life Benefits
$
0.9
1.3
1.4
1.5
1.7
10.4
Net Periodic Benefit Obligations Assumptions | ||||||||||||||||
Health and | ||||||||||||||||
Pension Benefits | Life Benefits | |||||||||||||||
Years Ended September 30, | 2005 | 2004 | 2005 | 2004 | ||||||||||||
Discount rate
|
5.50% | 5.75% | 5.50% | 5.75% | ||||||||||||
Rate of compensation increase
|
4.00% | 4.00% | 4.00% | 4.00% | ||||||||||||
Net Periodic Benefit Cost Assumptions | ||||||||||||||||||||||||
Pension Benefits | Health and Life Benefits | |||||||||||||||||||||||
Years Ended September 30, | 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | ||||||||||||||||||
Discount rate
|
5.75% | 6.00% | 6.50% | 5.75% | 6.00% | 6.50% | ||||||||||||||||||
Expected long-term return on plan
assets
|
8.25% | 8.25% | 8.50% | 7.25% | 7.25% | 8.25% | ||||||||||||||||||
Rate of compensation increase
|
4.00% | 4.00% | 4.00% | 4.00% | 4.00% | 4.00% | ||||||||||||||||||
116
Healthcare Trends
One Percentage-Point
One Percentage-Point
(In millions)
Increase
Decrease
$
6.5
$
(5.0
)
$
62.7
$
(50.0
)
117
118
Schedule of LTICP and 1999 Plan Shares Outstanding
Long-Term Incentive
Compensation Plan
1999 Plan
Years Ended September 30,
2005
2004
2003
2005
2004
2003
1,200
2,400
8,300
249,566
181,533
117,088
115,794
107,236
91,232
(1,200
)
(1,200
)
(5,900
)
(57,348
)
(28,706
)
(26,787
)
(10,497
)
1,200
2,400
308,012
249,566
181,533
$
$
$
$
28.29
$
27.58
$
23.91
$
1,844
$
22,125
$
83,119
$
3,390,575
$
1,862,320
$
1,574,594
Stock Option Activity
Years Ended
September 30,
2005
2004
2003
Weighted
Weighted
Weighted
Number
Average
Number
Average
Number
Average
of
Exercise
of
Exercise
of
Exercise
Options
Price
Options
Price
Options
Price
940,300
$
26.13
615,384
$
25.24
411,836
$
26.00
375,560
28.29
343,850
27.58
238,424
23.90
(22,029
)
25.73
(18,934
)
23.71
(28,826
)
25.14
(6,050
)
24.06
1,293,831
$
26.76
940,300
$
26.13
615,384
$
25.24
354,224
$
26.24
376,253
$
26.21
224,509
$
25.56
Stock Options as of September 30, 2005 | ||||||||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Weighted | Average | Weighted | ||||||||||||||||||||
Average | Remaining | Average | ||||||||||||||||||||
Options | Exercise | Contractual | Options | Exercise | ||||||||||||||||||
Range of Exercise Prices | Outstanding | Price | Life (a) | Exercisable | Price | |||||||||||||||||
$22.63-$26.33
|
293,797 | $ | 23.69 | 6.4 | 63,344 | $ | 22.95 | |||||||||||||||
$26.34-$30.04
|
1,000,034 | $ | 27.67 | 7.6 | 290,880 | $ | 26.96 | |||||||||||||||
Total
|
1,293,831 | $ | 26.76 | 7.3 | 354,224 | $ | 26.24 | |||||||||||||||
(a) | Weighted average remaining contractual life in years. |
Fair Market Value Assumptions (Black-Scholes Model) | ||||||||||||||
2005 | 2004 | 2003 | ||||||||||||
Dividend yield
|
4.6 | % | 4.6 | % | 5.3 | % | ||||||||
Expected stock-price volatility
|
21.64 | % | 19.04 | % | 21.55 | % | ||||||||
Risk-free interest rate
|
1.71 | % | 0.94 | % | 1.58 | % | ||||||||
Expected option life
|
3 years | 3 years | 3 years | |||||||||||
Weighted average fair market value
of stock options granted during the year
|
$3.07 | $2.26 | $2.13 | |||||||||||
119
120
the complexity of the site;
changes in environmental laws and regulations at the federal,
state and local levels;
the number of regulatory agencies or other parties involved;
new technology that renders previous technology obsolete or
experience with existing technology that proves ineffective;
the ultimate selection of technology;
the level of remediation required; and
variations between the estimated and actual period of time that
must be dedicated to respond to an environmentally-contaminated
site.
Minimum Payments Under Operating Leases
(In millions)
$
4.5
4.4
4.2
3.8
2.9
26.2
$
46.0
121
122
Washington Gas Contract Minimums
(In millions)
Pipeline contracts
$131.1
117.9
98.8
75.8
60.9
320.5
$805.0
123
124
125
126
WGEServices Contract Minimums
Gas Purchase
Pipeline
Electric Purchase
(In millions)
Commitments
(a)
Contracts
Commitments
Total
$
214.4
$
2.6
$
51.7
$
268.7
23.7
0.9
27.8
52.4
1.5
0.5
2.0
0.2
0.2
0.1
0.1
$
239.6
$
4.3
$
79.5
$
323.4
(a)
Represents fixed price commitments with city gate equivalent
deliveries.
127
128
Debt Activity Related to Construction Projects
(In millions)
2005
2004
$
16.4
$
15.6
0.1
0.8
(16.5
)
$
$
16.4
(a)
Includes the non-cash extinguishment of project debt
financing of $16.4 million for fiscal year 2005.
Fair Value of Financial Instruments
At September 30,
2005
2004
Carrying
Fair
Carrying
Fair
(In millions)
Amount
Value
Amount
Value
$
28.2
$
28.2
$
28.2
$
28.2
$
584.2
$
626.8
$
590.2
$
646.6
(a) | Excludes current maturities and unamortized discounts. |
129
Operating Segment Financial Information
Non-Utility Operations
Regulated
Retail Energy-
Other
(In thousands)
Utility
Marketing
HVAC
Activities
Total
Eliminations
Consolidated
$
1,402,905
$
773,046
$
32,441
$
1,425
$
806,912
$
(23,515
)
$
2,186,302
89,859
254
195
449
90,308
1,132,393
735,373
37,115
2,781
775,269
(23,520
)
1,884,142
49,182
14,388
(1,147
)
1,227
14,468
(1,008
)
62,642
1,271,434
750,015
36,163
4,008
790,186
(24,528
)
2,037,092
131,471
23,031
(3,722
)
(2,583
)
16,726
1,013
149,210
41,600
749
351
1,316
2,416
(565
)
43,451
(1,059
)
12
180
1,499
1,691
(1,578
)
(946
)
1,320
1,320
$
87,492
$
22,294
$
(3,893
)
$
(2,400
)
$
16,001
$
$
103,493
$
2,451,831
$
154,964
$
24,519
$
38,631
$
218,114
$
(69,345
)
$
2,600,600
$
112,036
$
730
$
246
$
$
976
$
$
113,012
Total Revenues
$
1,293,675
$
789,859
$
30,123
$
1,673
$
821,655
$
(25,727
)
$
2,089,603
91,510
218
135
43
396
91,906
1,008,013
775,882
37,614
3,836
817,332
(25,727
)
1,799,618
58,463
4,924
(2,077
)
(672
)
2,175
60,638
1,157,986
781,024
35,672
3,207
819,903
(25,727
)
1,952,162
135,689
8,835
(5,549
)
(1,534
)
1,752
137,441
43,141
714
12
978
1,704
(700
)
44,145
(2,277
)
159
165
7,314
7,638
(700
)
4,661
1,320
1,320
$
88,951
$
8,280
$
(5,396
)
$
4,802
$
7,686
$
$
96,637
$
2,333,114
$
152,816
$
24,281
$
86,680
$
263,777
$
(91,983
)
$
2,504,908
$
108,328
$
56
$
158
$
$
214
$
$
108,542
130
Operating Segment Financial Information
Non-Utility Operations
Regulated
Retail Energy-
Other
(In thousands)
Utility
Marketing
HVAC
Activities
Total
Eliminations
Consolidated
$
1,313,041
$
726,231
$
35,521
$
1,439
$
763,191
$
(11,984
)
$
2,064,248
83,549
(64
)
134
625
695
84,244
1,003,106
719,459
37,539
3,847
760,845
(11,984
)
1,751,967
68,633
2,521
(960
)
(1,393
)
168
68,801
1,155,288
721,916
36,713
3,079
761,708
(11,984
)
1,905,012
157,753
4,315
(1,192
)
(1,640
)
1,483
159,236
45,563
581
16
669
1,266
(448
)
46,381
(1,834
)
11
24
3,054
3,089
(448
)
807
1,320
1,320
$
109,036
$
3,745
$
(1,184
)
$
745
$
3,306
$
$
112,342
$
2,257,787
$
141,421
$
23,053
$
114,027
$
278,501
$
(100,236
)
$
2,436,052
$
129,465
$
8
$
72
$
$
80
$
$
129,545
(a) | Includes cost of gas and revenue taxes. |
(b) | Amounts reported are net of applicable income taxes. |
(c) | Other Activities for fiscal year 2004 includes an after-tax gain of $5.8 million from the sale of an interest in two buildings by a third party in a commercial development project in which the company held a carried interest. |
131
132
133
134
Quarter Ended
(In thousands, except per share data)
December 31
(b)
March 31
(c)
June 30
September 30
(d,e)
$
623,392
$
929,806
$
348,983
$
284,121
55,492
92,410
2,404
(1,096
)
43,132
79,946
(8,193
)
(11,392
)
of common stock:
0.89
1.64
(0.17
)
(0.23
)
0.88
1.63
(0.17
)
(0.23
)
$
585,289
$
862,252
$
356,852
$
285,210
52,384
84,755
7,553
(7,251
)
39,543
79,232
(4,128
)
(18,010
)
0.81
1.63
(0.08
)
(0.37
)
0.81
1.62
(0.08
)
(0.37
)
(a) | The results for the quarters ended December 31, 2004 and March 31, 2005 reflect adjustments to reduce HVAC operating revenues by $659,000 and $1.7 million, respectively, with a corresponding reduction in expense. The Company believes these amounts were immaterial. The adjustments had no financial impact on the Companys operating income (loss) and net income (loss) for each of the two quarters. |
(b) | Quarter ended December 31, 2003 included additional depreciation expense of $3.5 million (pre-tax), or $0.04 per share, applicable to the period from January 1, 2002 through November 11, 2002, in connection with a December 18, 2003 Virginia rate order. |
(c) | Quarter ended March 31, 2004 included after-tax earnings of $5.8 million, or $0.12 per share, from the sale, by an unrelated third party, of two buildings at Maritime Plaza, a commercial development project in which the Company held a carried interest under the equity method of accounting. |
(d) | Quarter ended September 30, 2005 included adjustments attributable to prior quarters of fiscal year 2005 and prior fiscal years that improved net income by $1.0 million (after tax), or $0.02 per share. The Company recognized the effect of the prior period adjustments in the fourth quarter of fiscal year 2005, as the effect of these adjustments, both individually and in the aggregate, was not material to fiscal years ended September 30, 2005, 2004 and 2003, or to interim periods. |
(e) | Quarter ended September 30, 2004 included a $1.3 million after-tax, or $0.03 per share, decrease in revenues related to the provision for rate refunds in Virginia, as well as a $1.5 million charge, or $0.03 per share, for the impairment of goodwill related to the Companys investment in its HVAC business. |
(f) | The sum of quarterly per share amounts may not equal annual per share amounts as the quarterly calculations are based on varying numbers of common shares. |
135
136
137
138
139
140
141
Schedule/
Exhibit
Description
Valuation and Qualifying Accounts
and Reserves for the years ended September 30, 2005, 2004
and 2003WGL Holdings, Inc.
Valuation and Qualifying Accounts
and Reserves for the years ended September 30, 2005, 2004
and 2003Washington Gas Light Company
Exhibits
Exhibits Filed
Herewith:
Articles of Incorporation and
Bylaws:
Bylaws of Washington Gas Light
Company as amended on September 28, 2005.
Material Contracts:
Service Agreement, effective
November 1, 2005, with Columbia Gulf Transmission Company
related to Firm Transportation Service.
Service Agreement, effective
November 1, 2005, with Columbia Gas Transmission
Corporation related to Firm Storage Service (Agreement 85037).
Service Agreement, effective
November 1, 2005, with Columbia Gas Transmission
Corporation related to Storage Service (Agreement 85038).
Service Agreement, effective
November 1, 2005, with Columbia Gas Transmission
Corporation related to Firm Transportation Service (Agreement
85036).
Service Agreement, effective
November 1, 2005, with Cove Point LNG FPS 2 related
to Peaking Service.
Service Agreement, effective
November 1, 2005, with Cove Point LNG FPS 3 related
to Peaking Service.
Statement re Computation of
Ratios:
Computation of Ratio of Earnings to
Fixed Charges WGL Holdings, Inc.
Computation of Ratio of Earnings to
Fixed Charges and Preferred Stock Dividends WGL Holdings,
Inc.
Computation of Ratio of Earnings to
Fixed Charges Washington Gas Light Company.
Computation of Ratio of Earnings to
Fixed Charges and Preferred Stock Dividends Washington Gas
Light Company.
Subsidiaries of WGL Holdings, Inc.
Consent of Deloitte &
Touche LLP.
142
Schedule/ | ||
Exhibit | Description | |
(a)(3)
|
Exhibits (continued) | |
24
|
Power of Attorney | |
31.1
|
Certification of James H. DeGraffenreidt, Jr., the Chairman and Chief Executive Officer of WGL Holdings, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2
|
Certification of Frederic M. Kline, the Vice President and Chief Financial Officer of WGL Holdings, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.3
|
Certification of James H. DeGraffenreidt, Jr., the Chairman and Chief Executive Officer of Washington Gas Light Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.4
|
Certification of Frederic M. Kline, the Vice President and Chief Financial Officer of Washington Gas Light Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32
|
Certification of James H. DeGraffenreidt, Jr., the Chairman and Chief Executive Officer, and Frederic M. Kline, the Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
Exhibits Incorporated by Reference: | ||
2
|
Plan of Merger between WGL Holdings, Inc. and Washington Gas Light Company, filed on Form S-4 dated February 2, 2000. | |
3
|
Articles of Incorporations & Bylaws: | |
Washington Gas Light Company Charter, filed on Form S-3 dated July 21, 1995. | ||
WGL Holdings, Inc. Charter and Bylaws, filed on Form S-4 dated February 2, 2000. | ||
4
|
Instruments Defining the Rights of Security Holders including Indentures: | |
Indenture, dated September 1, 1991 between Washington Gas Light Company and The Bank of New York, as Trustee, regarding issuance of unsecured notes, filed as an exhibit to Form 8-K on September 19, 1991. | ||
Supplemental Indenture, dated September 1, 1993 between Washington Gas Light Company and The Bank of New York, as Trustee, regarding the addition of a new section to the Indenture dated September 1, 1991, filed as an exhibit to Form 8-K on September 10, 1993. | ||
10
|
Material Contracts: | |
Gas transportation and storage contracts | ||
Service Agreement, effective May 1, 2005, as amended, with Dominion Cove Point LNG, LP related to Firm Transportation Service, filed as Exhibit 10.2 to Form 10-K for the fiscal year ended September 30, 2004. | ||
Service Agreement, effective November 1, 2004, with Dominion Transmission Inc. related to Firm Storage Service from the Mid Atlantic project, filed as Exhibit 10.5 to Form 10-K for the fiscal year ended September 30, 2004. | ||
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission Corporation related to Firm Storage Service, filed as Exhibit 10.7 to Form 10-K for the fiscal year ended September 30, 2004. (Agreement 78844) |
143
Schedule/ | ||
Exhibit | Description | |
(a)(3)
|
Exhibits (continued) | |
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission Corporation related to Firm Storage Service, filed as Exhibit 10.7 to Form 10-K for the fiscal year ended September 30, 2004. (Agreement 78845) | ||
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission Corporation related to Firm Storage Service, filed as Exhibit 10.7 to Form 10-K for the fiscal year ended September 30, 2004. (Agreement 78846) | ||
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission Corporation related to Storage Service filed as Exhibit 10.8 to Form 10-K for the fiscal year ended September 30, 2004. (Agreement 78838) | ||
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission Corporation related to Storage Service filed as Exhibit 10.8 to Form 10-K for the fiscal year ended September 30, 2004. (Agreement 78839) | ||
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission Corporation related to Storage Service filed as Exhibit 10.8 to Form 10-K for the fiscal year ended September 30, 2004. (Agreement 78840) | ||
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission Corporation related to Firm Transportation Service, filed as Exhibit 10.9 to Form 10-K for the fiscal year ended September 30, 2004. (Agreement 78834) | ||
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission Corporation related to Firm Transportation Service, filed as Exhibit 10.9 to Form 10-K for the fiscal year ended September 30, 2004. (Agreement 78835) | ||
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission Corporation related to Firm Transportation Service, filed as Exhibit 10.9 to Form 10-K for the fiscal year ended September 30, 2004. (Agreement 78836) | ||
Service Agreement, effective January 1, 1996, with Transcontinental Gas Pipe Line Corporation related to Firm Transportation Service, filed as Exhibit 10.11 to Form 10-K for the fiscal year ended September 30, 2004. | ||
Service Agreement effective November 1, 2002 with the Transcontinental Gas Pipe Line Corporation for the MarketLink Firm Transportation Capacity, filed as Exhibit 10.1 to Form 10-K for the fiscal year ended September 30, 2003. | ||
Service Agreement effective October 1, 1993 with Transcontinental Gas Pipe Line Corporation related to General Storage Service, filed as Exhibit 10.3 to Form 10-K for the fiscal year ended September 30, 1993. | ||
Service Agreement effective October 1, 1993 with Dominion Transmission, Inc. related to Firm Transportation Service, filed as Exhibit 10.11 to Form 10-K for the fiscal year ended September 30, 1993. | ||
Service Agreement effective October 1, 1993 with Dominion Transmission, Inc. related to General Storage Service, filed as Exhibit 10.13 to Form 10-K for the fiscal year ended September 30, 1993. | ||
Service Agreement effective August 1, 1991 with Transcontinental Gas Pipe Line Corporation related to Washington Storage Service, filed as Exhibit 10.16 on Form 10-K for the fiscal year ended September 30, 1993. |
144
Schedule/ | ||
Exhibit | Description | |
(a)(3)
|
Exhibits (continued) | |
Management Contracts with Executive Officers and Directors | ||
WGL Holdings, Inc. 1999 Incentive Compensation Plan, as amended and restated as of March 5, 2003, filed as Exhibit 10.15 to Form 10-K for the fiscal year ended September 30, 2004.* | ||
Form of Nonqualified Stock Option Award Agreement, filed as Exhibit 10.01 to Form 8-K dated October 5, 2004.* | ||
Form of Performance Share Award Agreement, filed as Exhibit 10.02 to Form 8-K dated October 5, 2004.* | ||
Employment Agreement between Washington Gas Light Company and Ms. Beverly J. Burke, as defined in Item 402 (a)(3) of Regulation S-K, dated December 14, 2001, filed as Exhibit 10.2 to Form 10-K for the fiscal year ended September 30, 2003.* | ||
Employment Agreement between Washington Gas Light Company and Mr. Thomas F. Bonner, as defined in Item 402 (a)(3) of Regulation S-K, dated April 29, 2002, filed as Exhibit 10.3 to Form 10-K for the fiscal year ended September 30, 2003.* | ||
Employment Agreement between Washington Gas Light Company and Mr. Terry D. McCallister, as defined in Item 402 (a)(3) of Regulation S-K, filed as Exhibit 10.1 to Form 10-K in the fiscal year ended September 30, 2001.* | ||
WGL Holdings, Inc. and Washington Gas Light Company Deferred Compensation Plan for Outside Directors, adopted December 18, 1985, and amended as of November 1, 2000, filed as Exhibit 10.2 to Form 10-K in the fiscal year ended September 30, 2001.* | ||
WGL Holdings, Inc. Directors Stock Compensation Plan, adopted on October 25, 1995, and amended as of November 1, 2000, filed as Exhibit 10.3 to Form 10-K in the fiscal year ended September 30, 2001.* | ||
Employment Agreement between Washington Gas Light Company and Mr. Frederic M. Kline, as defined in Item 402 (a)(3) of Regulation S-K, filed as Exhibit 10.5 to Form 10-K in the fiscal year ended September 30, 2001.* | ||
Employment Agreement between Washington Gas Light Company and Mr. James H. DeGraffenreidt, Jr., as defined in Item 402 (a)(3) of Regulation S-K, filed as Exhibit 10.7 to Form 10-K in the fiscal year ended September 30, 2001.* | ||
Washington Gas Light Company Supplemental Executive Retirement Plan amended November 1, 2000, filed as Exhibit 10.8 to Form 10-K in the fiscal year ended September 30, 2001.* | ||
WGL Holdings, Inc. Long-Term Incentive Compensation Plan, adopted June 28, 1989, amended as of November 1, 2000, filed as Exhibit 10.9 to Form 10-K in the fiscal year ended September 30, 2001.* | ||
Retirement Plan for Outside Directors, as amended on December 18, 1996 and filed as Exhibit 10.1 to Form 10-K for the fiscal year ended September 30, 1997.* |
145
Schedule/ | ||
Exhibit | Description | |
(a)(3)
|
Exhibits (continued) | |
Debt and Credit Agreements | ||
Amended and Restated Credit Agreement dated as of September 30, 2005 among WGL Holdings, Inc., the Lenders, The Bank of New York, as administrative agent; Wachovia Bank, National Association, as syndication agent; Bank of Tokyo-Mitsubishi Trust Company, Citibank, N.A., and SunTrust Bank, as documentation agents; and Wachovia Capital Markets, LLC, as lead arranger and book runner. Filed as Exhibit 10.1 to Form 8-K dated October 6, 2005. | ||
Amended and Restated Credit Agreement dated as of September 30, 2005 among Washington Gas Light Company, the Lenders, The Bank of New York, as administrative agent; Wachovia Bank, National Association, as syndication agent; Bank of Tokyo-Mitsubishi Trust Company, Citibank, N.A., and SunTrust Bank, as documentation agents; and Wachovia Capital Markets, LLC, as lead arranger and book runner. Filed as Exhibit 10.2 to Form 8-K dated October 6, 2005. | ||
Distribution Agreement among Washington Gas Light Company and Citigroup Capital Markets Inc., Banc One Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Williams Capital Group, L.P. and Wachovia Securities, Inc. for the issuance and sale of up to $250.0 million of Medium-Term Notes, Series G, under an Indenture dated as of September 1, 1991. This was filed as Exhibit 1.1 to Form 8-K dated May 22, 2003. | ||
* This asterisk designates an agreement that is a compensatory plan or arrangement. |
146
WGL Holdings, Inc. and Subsidiaries
Schedule IIValuation and Qualifying Accounts and Reserves
Years Ended September 30, 2005, 2004 and 2003
Additions Charged To
Balance at
Other
Balance at
Beginning
Costs and
Accounts
Deductions
End of
(In thousands)
of Period
Expenses
(A)
(B)
Period
$
16,042
$
17,675
$
4,464
$
20,633
$
17,548
$
17,543
$
12,299
$
3,173
$
16,973
$
16,042
$
13,740
$
13,327
$
2,380
$
11,904
$
17,543
Notes: (A) Recoveries on receivables previously written off as uncollectible and unclaimed customer deposits, overpayments, etc., not refundable. (B) Includes deductions for purposes for which reserves were provided or revisions made of estimated exposure. |
147
Washington Gas Light Company
Schedule IIValuation and Qualifying Accounts and Reserves
Years Ended September 30, 2005, 2004 and 2003
Additions Charged To
Balance at
Other
Balance at
Beginning
Costs and
Accounts
Deductions
End of
(In thousands)
of Period
Expenses
(A)
(B)
Period
$
13,202
$
14,625
$
4,179
$
17,025
$
14,981
$
15,826
$
11,111
$
3,173
$
16,908
$
13,202
$
9,395
$
15,801
$
2,380
$
11,750
$
15,826
Notes: (A) Recoveries on receivables previously written off as uncollectible and unclaimed customer deposits, overpayments, etc., not refundable. (B) Includes deductions for purposes for which reserves were provided or revisions made of estimated exposure. |
148
WGL HOLDINGS, INC.
and
WASHINGTON GAS LIGHT COMPANY
(Co-registrants)
/s/ Frederic M. Kline
Frederic M. Kline
Vice President and
Chief Financial Officer
Signature
Title
Date
/s/ James H.
DeGraffenreidt, Jr.
Chairman of the Board and Chief
Executive Officer
December 14, 2005
/s/ Terry D. McCallister
President and Chief Operating
Officer
December 14, 2005
/s/ Frederic M. Kline
Vice President and Chief Financial
Officer (Principal Financial Officer)
December 14, 2005
/s/ Mark P. OFlynn
Controller
(Principal Accounting Officer)
December 14, 2005
*
Director
December 14, 2005
*
Director
December 14, 2005
*
Director
December 14, 2005
*
Director
December 14, 2005
*
Director
December 14, 2005
*
Director
December 14, 2005
*
Director
December 14, 2005
*By:
Frederic M. Kline
Attorney-in-Fact
December 14, 2005
149
Exhibit
Description
3
Bylaws of Washington Gas Light
Company as amended on September 28, 2005.
10
Material Contracts:
10
.1
Service Agreement, effective
November 1, 2005, with Columbia Gulf Transmission Company
related to Firm Transportation Service.
10
.2
Service Agreement, effective
November 1, 2005, with Columbia Gas Transmission
Corporation related to Firm Storage Service (Agreement 85037).
10
.3
Service Agreement, effective
November 1, 2005, with Columbia Gas Transmission
Corporation related to Storage Service (Agreement 85038).
10
.4
Service Agreement, effective
November 1, 2005, with Columbia Gas Transmission
Corporation related to Firm Transportation Service (Agreement
85036).
10
.5
Service Agreement, effective
November 1, 2005, with Cove Point LNG FPS 2 related
to Peaking Service.
10
.6
Service Agreement, effective
November 1, 2005, with Cove Point LNG FPS 3 related
to Peaking Service.
12
Statement re Computation of Ratios:
12
.1
Computation of Ratio of Earnings to
Fixed Charges WGL Holdings, Inc.
12
.2
Computation of Ratio of Earnings to
Fixed Charges and Preferred Stock Dividends WGL Holdings,
Inc.
12
.3
Computation of Ratio of Earnings to
Fixed Charges Washington Gas Light Company.
12
.4
Computation of Ratio of Earnings to
Fixed Charges and Preferred Stock Dividends Washington Gas
Light Company.
21
Subsidiaries of WGL Holdings, Inc.
23
Consent of Deloitte &
Touche LLP
24
Power of Attorney
31
.1
Certification of James H.
DeGraffenreidt, Jr., the Chairman and Chief Executive
Officer of WGL Holdings, Inc., pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
31
.2
Certification of Frederic M. Kline,
the Vice President and Chief Financial Officer of WGL Holdings,
Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31
.3
Certification of James H.
DeGraffenreidt, Jr., the Chairman and Chief Executive
Officer of Washington Gas Light Company, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
31
.4
Certification of Frederic M. Kline,
the Vice President and Chief Financial Officer of Washington Gas
Light Company, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32
Certification of James H.
DeGraffenreidt, Jr., the Chairman and Chief Executive
Officer, and Frederic M. Kline, the Vice President and Chief
Financial Officer, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
-2-
-3-
-4-
-5-
-6-
-7-
-8-
-9-
-10-
-11-
-12-
-13-
-14-
-15-
-16-
-17-
-18-
-19-
|
SERVICE AGREEMENT NO. 79356 | |
|
CONTROL NO. 2005-10-18-0020 |
|
SERVICE AGREEMENT NO.
79356
|
|
|
CONTROL NO. 2005-10-18-0020 |
|
Washington Gas Light Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
||||
|
||||
|
Columbia Gulf Transmission Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
|
Revision No. 4 | |
|
Control No 2005-10-18-0020 |
Under Rate Schedule
|
FTS1 | |
|
||
Between (Transporter)
|
Columbia Gulf Transmission Company | |
|
||
and (Shipper)
|
Washington Gas Light Company |
|
Washington Gas Light Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
||||
|
||||
|
Columbia Gulf Transmission Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
Under Rate Schedule
|
FTS1 | |
|
||
Between (Transporter)
|
Columbia Gulf Transmission Company | |
|
||
and (Shipper)
|
Washington Gas Light Company |
Measuring | Foot- | Measuring | Maximum Daily | |||||
Point No. | note | Point Name | Quantity (Dth/Day) | |||||
2700010
|
CGT-RAYNE | 35,729 | ||||||
442
|
KOCH-BARRON | 30,000 |
Revision No. 4
Control No. 2005-10-18-0020
FTS1
Columbia Gulf Transmission Company
Washington Gas Light Company
Measuring
Foot-
Measuring
Maximum Daily
Point No.
note
Point Name
Quantity (Dth/Day)
TCO-LEACH
65,729
|
SERVICE AGREEMENT NO. 79356 | |
|
CONTROL NO. 2005-10-18-0020 |
|
SERVICE AGREEMENT NO. 79356 | |
|
CONTROL. NO. 2005-10-18-0020 |
|
Washington Gas Light Company Name: | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
||||
|
||||
|
Columbia Gulf Transmission Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
|
Revision No. 5 | |
|
Control No. 2005-10-18-0020 |
Under Rate Schedule
|
FTS1 | |
|
||
Between (Transporter)
|
Columbia Gulf Transmission Company | |
|
||
and (Shipper)
|
Washington Gas Light Company |
|
Washington Gas Light Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
||||
|
||||
|
Columbia Gulf Transmission Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
|
Revision No. 5 | |
|
Control No. 2005-10-18-0020 |
Under Rate Schedule
|
FTS1 | |
|
||
Between (Transporter)
|
Columbia Gulf Transmission Company | |
|
||
and (Shipper)
|
Washington Gas Light Company |
Measuring | Foot- | Measuring | Maximum Daily | |||||
Point No. | note | Point Name | Quantity (Dth/Day) | |||||
2700010
|
CGT-RAYNE | 71,843 |
|
Revision No. 5 | |
|
Control No. 2005-10-18-0020 |
Under Rate Schedule
|
FTS1 | |
|
||
Between (Transporter)
|
Columbia Gulf Transmission Company | |
|
||
and (Shipper)
|
Washington Gas Light Company |
Measuring | Foot - | Measuring | Maximum Daily | |||
Point No | note | Point Name | Quantity (Dth/Day) | |||
801
|
TCO-LEACH | 71 ,843 |
|
SERVICE AGREEMENT NO. 79356 | |
|
CONTROL. NO. 2005-10-18-0020 |
|
SERVICE AGREEMENT NO. 79356 | |
|
CONTROL NO. 2005-10-18-0020 |
|
Washington Gas Light Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
||||
|
||||
|
Columbia Gulf Transmission Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
|
Revision No. 6 | |
|
Control No. 2005-10-18-0020 |
Under Rate Schedule
|
FTS1 | |
|
||
Between (Transporter)
|
Columbia Gulf Transmission Company | |
|
||
and (Shipper)
|
Washington Gas Light Company |
|
Washington Gas Light Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
||||
|
||||
|
Columbia Gulf Transmission Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
|
Revision No. 6 | |
|
Control No. 2005-10-18-0020 |
Under Rate Schedule
|
FTS1 | |
|
||
Between (Transporter)
|
Columbia Gulf Transmission Company | |
|
||
and (Shipper)
|
Washington Gas Light Company |
Measuring | Foot- | Measuring | Maximum Daily | |||||
Point No. | note | Point Name | Quantity (Dth/Day) | |||||
2700010
|
CGT-RAYNE | 71,843 |
|
Revision No. 6 | |
|
Control No. 2005-10-18-0020 |
Under Rate Schedule
|
FTS1 | |
|
||
Between (Transporter)
|
Columbia Gulf Transmission Company | |
|
||
and (Shipper)
|
Washington Gas Light Company |
Measuring | Foot- | Measuring | Maximum Daily | |||||
Point No | note | Point Name | Quantity (Dth/Day) | |||||
801
|
TCO-LEACH | 71,843 |
|
SERVICE AGREEMENT NO. 79356 | |
|
CONTROL NO. 2005-10-18-0020 |
|
Revision No. 7 | |
|
Control No. 2005-10-18-0020 |
Under Rate Schedule
|
FTS1 | |
|
||
Between (Transporter)
|
Columbia Gulf Transmission Company | |
|
||
and (Shipper)
|
Washington Gas Light Company |
|
Washington Gas Light Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
Title:
|
|
|||
|
||||
Date:
|
||||
|
||||
|
||||
|
Columbia Gulf Transmission Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
|
Revision No. 7 | |
|
Control No. 2005-10-18-0020 |
Under Rate Schedule
|
FTS1 | |
|
||
Between (Transporter)
|
Columbia Gulf Transmission Company | |
|
||
and (Shipper)
|
Washington Gas Light Company |
Measuring | Foot- | Measuring | Maximum Daily | |||||
Point No. | note | Point Name | Quantity (Dth/Day) | |||||
2700010
|
CGT-RAYNE | 71,843 |
|
Revision No. 7 | |
|
Control No. 2005-10-18-0020 |
Under Rate Schedule
|
FTS1 | |
|
||
Between (Transporter)
|
Columbia Gulf Transmission Company | |
|
||
and (Shipper)
|
Washington Gas Light Company |
Measuring | Foot- | Measuring | Maximum Daily | |||
Point No. | note | Point Name | Quantity (Dth/Day) | |||
801
|
TCO-LEACH | 71 ,843 |
|
SERVICE AGREEMENT NO. 85037 | |
|
CONTROL NO. 2005-05-27-0001 |
|
SERVICE AGREEMENT NO. 85037 | |
|
CONTROL NO. 2005-05-27-0001 |
|
SERVICE AGREEMENT NO. 85037 | |
|
CONTROL NO. 2005-05-27-0001 |
|
Washington Gas Light Company | |||
|
||||
By:
|
||||
|
|
|||
Name:
|
||||
|
|
|||
Title:
|
||||
|
|
|||
Date:
|
||||
|
|
|||
|
Columbia Gas Transmission Corporation | |||
By:
|
||||
|
|
|||
Name:
|
||||
|
|
|||
Title:
|
||||
|
|
|||
Date:
|
||||
|
|
|
Revision No. 0 | |
|
Control No. 2005-05-27-0001 |
Appendix A to Service Agreement No. 85037
|
||
Under Rate Schedule
FSS
|
||
Between (Transporter)
Columbia Gas Transmission Corporation
|
||
and
(Shipper)
Washington Gas Light Company
|
|
Washington Gas Light Company | |||
|
||||
By:
|
||||
|
|
|||
Name:
|
||||
|
|
|||
Title:
|
||||
|
|
|||
Date:
|
||||
|
|
|||
|
Columbia Gas Transmission Corporation | |||
By:
|
||||
|
|
|||
Name:
|
||||
|
|
|||
Title:
|
||||
|
|
|||
Date:
|
||||
|
|
|
||||
|
SERVICE AGREEMENT NO. | 85038 | ||
|
CONTROL NO. | 2005-05-27-0002 |
|
||||
|
SERVICE AGREEMENT NO. | 85038 | ||
|
CONTROL NO. | 2005-05-27-0002 |
|
||||
|
SERVICE AGREEMENT NO. | 85038 | ||
|
CONTROL NO. | 2005-05-27-0002 |
|
||||
|
Washington Gas Light Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
||||
|
||||
|
Columbia Gas Transmission Corporation | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
|
Revision No. 0 | |
|
Control No. 2005-05-27-0002 |
Appendix A to Service Agreement No. 85038 | ||
|
||
Under Rate Schedule
|
SST | |
|
||
Between (Transporter)
|
Columbia Gas Transmission Corporation | |
|
||
and (Shipper)
|
Washington Gas Light Company |
Maximum | ||||||
Daily | ||||||
Scheduling | Scheduling | Quantity | ||||
Point No. | Point Name | (Dth/Day) | ||||
STOW
|
STORAGE
WITHDRAWALS |
STOW | 79,440 |
|
Revision No. 0 | |
|
Control No. 2005-05-27-0002 |
Appendix A to Service Agreement No. 85038 | ||
|
||
Under Rate Schedule
|
SST | |
|
||
Between (Transporter)
|
Columbia Gas Transmission Corporation | |
|
||
and (Shipper)
|
Washington Gas Light Company |
Minimum | ||||||||||||||||
Maximum | Delivery | |||||||||||||||
Scheduling | Scheduling Point | Measuring | Measuring Point | Daily Delivery | Design Daily | Pressure | ||||||||||
Point No. | Name | Point No. | Name | Obligation | Quantity | Aggregate | Obligation (psig) | Hourly Flowrate | ||||||||
(Dth/dav) 1/ | (Dth/day) 1/ | Daily Quantity 1/ | 1/ | (Dth/hour)1/ | ||||||||||||
78-30
|
WASHINGTON | 78-30 | 79,440 | |||||||||||||
|
GAS-30 |
|
||
|
Revision No. 0 | |
|
Control No. 2005-05-27-0002 |
Appendix A to Service Agreement No.
|
85038 | |
|
||
Under Rate Schedule
|
SST | |
|
||
Between (Transporter)
|
Columbia Gas Transmission Corporation | |
|
||
and (Shipper)
|
Washington Gas Light Company |
1/
|
Application of MDDOs, DDQs, and ADQs and/or minimum pressure and/or hourly flowrate shall be as follows: | |
|
||
|
The following notes apply to all scheduling points on this contract: | |
|
||
GFN1
|
UNLESS STATION SPECIFIC MDDOs ARE SPECIFIED IN A SEPARATE FIRM SERVICE AGREEMENT BETWEEN TRANSPORTER AND SHIPPER, TRANSPORTERS AGGREGATE MAXIMUM DAILY DELIVERY OBLIGATION, UNDER THIS AND ANY OTHER SERVICE AGREEMENT BETWEEN TRANSPORTER AND SHIPPER, AT THE STATIONS LISTED ABOVE SHALL NOT EXCEED THE MDDO QUANTITIES SET FORTH ABOVE FOR EACH STATION. ANY STATION SPECIFIC MDDOs IN A SEPARATE FIRM SERVICE AGREEMENT BETWEEN TRANSPORTER AND SHIPPER OR ANY SHIPPER SHALL BE ADDITIVE TO THE INDIVIDUAL STATIONS MDDOs SET FORTH ABOVE. |
|
||
|
Revision No. 0 | |
|
Control No. 2005-05-27-0002 |
Appendix A to Service Agreement No. 85038
|
||
|
||
Under Rate Schedule
|
SST | |
|
||
Between (Transporter)
|
Columbia Gas Transmission Corporation | |
|
||
and (Shipper)
|
Washington Gas Light Company |
|
||||
|
Washington Gas Light Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
||||
|
||||
|
Columbia Gas Transmission Corporation | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
|
SERVICE AGREEMENT NO. | 85036 | |||
|
CONTROL NO. | 2005-05-26-0057 |
|
SERVICE AGREEMENT NO | 85036 | |||
|
CONTROL NO. | 2005-05-26-0057 |
|
SERVICE AGREEMENT NO. | 85036 | |||
|
CONTROL NO. | 2005-05-26-0057 |
|
Washington Gas Light Company | |||
|
||||
By:
|
||||
|
|
|||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
||||
|
||||
|
Columbia Gas Transmission Corporation | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
|
Revision No. 0 | |
|
Control No. 2005-05-26-0057 |
Appendix A to Service Agreement No. 85036
|
||
Under Rate Schedule
|
FTS | |
Between (Transporter)
|
Columbia Gas Transmission Corporation | |
and (Shipper)
|
Washington Gas Light Company |
Minimum | ||||||||||||||||
Maximum | Receipt | |||||||||||||||
Daily | Pressure | Hourly | ||||||||||||||
Scheduling | Scheduling Point | Measuring | Measuring Point | Quantity | Obligation | Flowrate | ||||||||||
Point No. | Name | Point No. | Name | (Dth/Day) | (psig) 1/ | (Dth/hour) 1/ | ||||||||||
A01
|
KENOVA AGG | A01 | 12 | |||||||||||||
|
POINT-19 | |||||||||||||||
CNR02
|
BOLDMAN-16 | CNR02 | 4,100 | |||||||||||||
CNR14
|
HUFF CREEK-16 | CNR14 | 1,400 | |||||||||||||
1001
|
DIRECT | 1001 | 500 | |||||||||||||
|
APPALACHIAN | |||||||||||||||
801
|
TCO-LEACH | 801 | 58,031 |
|
Revision No. 0 | |
|
Control No. 2005-05-26-0057 |
Appendix A to Service Agreement No. 85036
|
||
Under Rate Schedule
|
FTS | |
Between (Transporter)
|
Columbia Gas Transmission Corporation | |
and (Shipper)
|
Washington Gas Light Company |
Minimum | ||||||||||||||||||||||||||||||||
Maximum | Delivery | |||||||||||||||||||||||||||||||
Daily Delivery | Design Daily | Pressure | Hourly | |||||||||||||||||||||||||||||
Scheduling | Scheduling Point | Measuring | Measuring Point | Obligation | Quantity | Aggregate | Obligation | Flowrate | ||||||||||||||||||||||||
Point No. | Name | Point No. | Name | (Dth/day) 1/ | (Dth/day) 1/ | Daily Quantity 1/ | (pslg)1/ | (Dth/hour) 1/ | ||||||||||||||||||||||||
78-30
|
WASHINGTON | 78-30 | 64,043 | |||||||||||||||||||||||||||||
|
GAS-30 |
|
Revision No. | 0 | ||||
|
Control No. | 2005-05-26-0057 |
Appendix A to Service Agreement No.
|
85036 | |||
Under Rate Schedule
|
FTS | |||
Between (Transporter)
|
Columbia Gas Transmission Corporation | |||
and (Shipper)
|
Washington Gas Light Company |
1/
|
Application of MDDOs, DDQs, and ADQs and/or minimum pressure and/or hourly flowrate shall be as follows: |
|
Revision No. | 0 | ||||
|
Control No. | 2005-05-26-0057 |
Appendix A to Service Agreement No. 85036
|
||||
Under Rate Schedule
|
FTS | |||
Between (Transporter)
|
Columbia Gas Transmission Corporation | |||
and (Shipper)
|
Washington Gas Light Company |
|
Washington Gas Light Company | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
||||
|
||||
|
Columbia Gas Transmission Corporation | |||
|
||||
By:
|
||||
|
||||
Name:
|
||||
|
||||
Title:
|
||||
|
||||
Date:
|
||||
|
WASHINGTON GAS LIGHT COMPANY | COVE POINT LNG LIMITED PARTNERSHIP | |||||||||||
|
||||||||||||
By
|
/s/ Frank J. Hollewa | By | /s/ L. Michael Bridges | |||||||||
|
||||||||||||
Title
|
Senior Vice President | Title | Chairman | |||||||||
Date
|
December 7, 1994 | Date | December 12, 1994 |
|
Measuring | Maximum Daily | ||
|
Sta. Name | Quantity ( Dth/day) | ||
|
||||
|
As Established Pursuant | |||
|
to Section 5(a) of Rate | |||
|
Schedule FPS-2 |
Measuring | Maximum Daily | |
Sta. Name | Quantity (Dth/day) | |
a.
White Plains
|
50,000 | |
|
||
b.
Centreville
|
50,000 | |
|
||
c.
Patuxent
|
10,000 | |
|
||
d.
Prince Frederick
|
10,000 | |
|
||
e.
Chalk Point
|
50,000 |
A. | Monthly Reservation Charge |
B. | Reservation Charge Adjustments : |
(i) | Commencing April 1, 1995, the Monthly Reservation Charge set forth in (A) above shall be adjusted as of April 1 of each calendar year based on one-half of the percentage change in the U.S. Department of Commerce Gross Domestic Product Implicit Price Deflator (the GDP Implicit Price Deflator) during the four quarters of the prior calendar year as determined pursuant to the following formula: |
T
o
= Reservation Charge as of March 31,
provided
,
however
, that the
Reservation Charge for March 31, 1995 shall be $4.25
|
|||
G 1 = GDP Implicit Price Deflator for the fourth quarter (Quarter IV) of the prior calendar year | |||
G 2 = GDP Implicit Price Deflator for the fourth quarter (Quarter IV) of the year preceding the prior calendar year. |
G 1 shall be determined based upon the Final GDP Implicit Price Deflator for the fourth quarter of the prior year, as published in March of each calendar year by the U.S. Department of Commerce. | |||
If the GDP Implicit Price Deflator should no longer be available or published for any reason, and notification of such is given by one party to the other , the parties hereto shall enter into discussions on a comparable substitute index for the adjustments. In the event the parties do not reach agreement on a replacement index within 30 days of the notification, the issue of a proper replacement index shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. | |||
(ii) | Monthly Reservation Charge payments made by customer under the FPS-2 Service Agreement to which this Appendix B is appended shall be credited with payments made by Customer in accordance with Customers FTS Service Option Election as approved by FERCs September 28, 1994 order in Docket No. CP94-59. |
C. | Commodity charge : The effective Maximum Commodity Tariff Rate on file with the FERC for service under Operators Rate Schedule FTS (firm transportation) multiplied by each Dth delivered for Customers account during the month. No Commodity Charge will be assessed for Authorized Excess Withdrawal Quantities. | |
D. | Authorized Excess Withdrawal Quantities Charge : The effective Maximum Commodity Tariff Rate on file with the FERC for service under Operators Rate Schedule ITS (interruptible transportation) multiplied by each Dth of the Authorized Excess Withdrawal Quantities delivered during the month. | |
E. | Annual Charge Adjustment : An Annual Charge Adjustment (ACA) as such surcharge is established for Operator by the FERC. | |
F. | Taxes : A separate surcharge providing for the recovery of any taxes that may be levied on Operator by governmental authorities for quantities of Natural Gas/LNG delivered or received for the account of Customer. |
A. | Notwithstanding the maximum cost-of-service based charges on file with the Commission for service under Rate Schedule FPS-2, Customer shall not pay a total effective rate in excess of that provided in Appendix B. In the event that Operator receives approval from the Commission to charge rates determined on other than a cost of service basis, Customer shall pay the rate provided in Appendix B or such lesser rate as the Commission approves. Customer agrees not to make or solicit any filing, pursuant to Section 5 of the Natural Gas Act, opposing the initial maximum charges as established in the Commissions order issued September 28, 1994 in Docket No. CP94-59-000, et al. for service under Rate Schedule FPS-2, as such charges were modified in the Commissions order denying reconsideration in said proceeding, and as set forth in Operators tariff for service under Rate Schedule FPS-2. | |
B. | This Agreement shall terminate if Operator has not excepted the certificate issued by the Commission in Docket No. CP94-59-000, et al. , on or before January 31, 1995. |
WASHINGTON GAS LIGHT COMPANY | COVE POINT LNG LIMITED PARTNERSHIP | |||||||||
|
||||||||||
By
|
/s/ Frank J. Hollewa | By | /s/ L. Michael Bridges | |||||||
|
||||||||||
Title
|
Senior Vice President | Title | Chairman | |||||||
Date
|
December 7, 1994 | Date | December 12, 1994 |
WASHINGTON GAS LIGHT COMPANY | COVE POINT LNG LIMITED PARTNERSHIP | |||||||||
|
||||||||||
By
|
/s/ Frank J. Hollewa | By | /s/ L. Michael Bridges | |||||||
|
||||||||||
Title
|
Senior Vice President | Title | Chairman | |||||||
Date
|
December 7, 1994 | Date | December 12, 1994 |
awi/K101994.wgl
WASHINGTON GAS LIGHT COMPANY | COVE POINT LNG LIMITED PARTNERSHIP | |||||||||
|
||||||||||
By
|
/s/ Frank J. Hollewa | By | /s/ L. Michael Bridges | |||||||
|
||||||||||
|
Frank J. Hollewa | L. Michael Bridges | ||||||||
Title
|
Senior Vice President | Title | Chairman | |||||||
Date
|
August 31, 1995 | Date | August 17, 1995 |
Measuring | Maximum Daily | |||||
Station Name | Quantity (Dth/day) | |||||
Cove Point LNG
Loudoun Station - Columbia Transmission |
50,000 |
Measuring | Maximum Daily | |||||
Station Name | Quantity (Dth/day) | |||||
WGL
Centerville, VA
|
50,000 | |||||
WGL White Plains, MD
|
50,000 | |||||
WGL Benedict, MD
|
50,000 | |||||
WGL Prince Frederick, MD
|
50,000 | |||||
WGL Lusby, MD
|
50,000 |
WASHINGTON GAS LIGHT COMPANY | COVE POINT LNG LIMITED PARTNERSHIP | |||||||||
|
||||||||||
By
|
/s/ Frank J. Hollewa | By | /s/ L. Michael Bridges | |||||||
|
||||||||||
|
Frank J. Hollewa | L. Michael Bridges | ||||||||
Title
|
Senior Vice President | Title | Chairman | |||||||
Date
|
August 31, 1995 | Date | August 17, 1995 |
WASHINGTON GAS LIGHT COMPANY
(Buyer) |
DOMINION COVE POINT LNG, LP
(Operator) |
|||||||||
|
||||||||||
By:
|
/s/ Adrian P. Chapman | By: | /s/ [ILLEGIBLE] | |||||||
|
||||||||||
|
Adrian P. Chapman | |||||||||
Title
|
Vice President
Regulatory Affairs & Energy Acquisition |
Title: |
Managing Director, Transmission
Marketing & Customer Services |
|||||||
|
||||||||||
Date
|
8/18/2003 | Date: | 8/18/2003 |
Quantity: |
Maximum Contact Peaking Quantity: 150,000 Dth (MCPQ)
Maximum Daily Peaking Quantity: 50,000 Dth/day (MDPQ) |
Measuring Station Name | Maximum Daily Quantity (Dth/day) | |||
Operators LNG Storage Plant
|
50,000 |
Measuring Station Name | Maximum Daily Quantity (Dth/day) | |||
Operators LNG Storage Plant
|
50,000 |
WASHINGTON GAS LIGHT COMPANY
(Buyer) |
DOMINION COVE POINT LNG, LP
(Operator) |
|||||||||
|
||||||||||
By:
|
/s/ Adrian P. Chapman | By: | /s/ [ILLEGIBLE] | |||||||
|
||||||||||
|
Adrian P. Chapman | |||||||||
Title:
|
Vice President
Regulatory Affairs & Energy Acquisition |
Title: |
Managing Director, Transmission
Marketing & Customer Services |
|||||||
|
||||||||||
Date:
|
8/18/2003 | Date: | 8/18/2003 |
WASHINGTON GAS LIGHT COMPANY
(Buyer) |
DOMINION COVE POINT LNG, LP
(Operator) |
|||||||||
|
||||||||||
By:
|
/s/ Adrian P. Chapman | By: | /s/ [ILLEGIBLE] | |||||||
|
||||||||||
|
Adrian P. Chapman | |||||||||
Title
|
Vice President
Regulatory Affairs & Energy Acquisition |
Title: |
Managing Director, Transmission
Marketing & Customer Services |
|||||||
|
||||||||||
Date
|
8/18/2003 | Date: | 8/18/2003 |
($ in thousands)
Twelve Months Ended September 30,
2005
2004
2003
2002
2001
$
42,169
$
43,109
$
44,989
$
44,917
$
49,838
821
426
855
391
260
1,564
1,256
594
12
12
$
44,554
$
44,791
$
46,438
$
45,320
$
50,110
$
104,813
$
97,957
$
113,662
$
40,441
$
83,765
49,182
58,463
68,633
28,702
59,009
12,436
2,439
(665
)
3,175
(1,993
)
44,554
44,791
46,438
45,320
50,110
$
210,985
$
203,650
$
228,068
$
117,638
$
190,891
4.7
4.5
4.9
2.6
3.8
($ in thousands)
Twelve Months Ended September 30,
2005
2004
2003
2002
2001
$
1,320
$
1,320
$
1,320
$
1,320
$
1,320
0.3702
0.3834
0.3742
0.4407
0.4050
0.6298
0.6166
0.6258
0.5593
0.5950
$
2,096
$
2,141
$
2,109
$
2,360
$
2,218
$
42,169
$
43,109
$
44,989
$
44,917
$
49,838
821
426
855
391
260
1,564
1,256
594
12
12
44,554
44,791
46,438
45,320
50,110
2,096
2,141
2,109
2,360
2,218
$
46,650
$
46,932
$
48,547
$
47,680
$
52,328
$
104,813
$
97,957
$
113,662
$
40,441
$
83,765
49,182
58,463
68,633
28,702
59,009
12,436
2,439
(665
)
3,175
(1,993
)
44,554
44,791
46,438
45,320
50,110
$
210,985
$
203,650
$
228,068
$
117,638
$
190,891
4.5
4.3
4.7
2.5
3.6
($ in thousands)
Twelve Months Ended September 30,
2005
2004
2003
2002
2001
$
40,319
$
42,106
$
42,309
$
44,326
$
49,197
821
426
855
391
260
1,266
968
594
12
12
$
42,406
$
43,500
$
43,758
$
44,729
$
49,469
$
89,213
$
96,590
$
110,898
$
48,687
$
85,770
48,951
58,212
68,416
28,263
58,701
(1,558
)
(4,668
)
(249
)
(512
)
(3,530
)
42,406
43,500
43,758
44,729
49,469
$
179,012
$
193,634
$
222,823
$
121,167
$
190,410
4.2
4.5
5.1
2.7
3.8
($ in thousands)
Twelve Months Ended September 30,
2005
2004
2003
2002
2001
$
1,320
$
1,320
$
1,320
$
1,320
$
1,320
0.3469
0.3566
0.3807
0.3639
0.3915
0.6531
0.6434
0.6193
0.6361
0.6085
$
2,021
$
2,052
$
2,131
$
2,075
$
2,169
$
40,319
$
42,106
$
42,309
$
44,326
$
49,197
821
426
855
391
260
1,266
968
594
12
12
42,406
43,500
43,758
44,729
49,469
2,021
2,052
2,131
2,075
2,169
$
44,427
$
45,552
$
45,889
$
46,804
$
51,638
$
89,213
$
96,590
$
110,898
$
48,687
$
85,770
48,951
58,212
68,416
28,263
58,701
(1,558
)
(4,668
)
(249
)
(512
)
(3,530
)
42,406
43,500
43,758
44,729
49,469
$
179,012
$
193,634
$
222,823
$
121,167
$
190,410
4.0
4.3
4.9
2.6
3.7
Percent of
Subsidiary Relationship Denoted by
Voting Securities
Indentation
Owned
State of Incorporation
Virginia
100%
Virginia and the District of
Columbia
100%
West Virginia
100%
Virginia
100%
Delaware
100%
Maryland
100%
Delaware
100%
Delaware
100%
Delaware
100%
Delaware
Form S-3
|
No. 333-126620 | |
Form S-8
|
No. 333-104571 | |
Form S-8
|
No. 333-104572 | |
Form S-8
|
No. 333-104573 |
Form S-3
|
No. 033-61199 | |
Form S-3
|
No. 333-58606 | |
Form S-3
|
No. 333-104574 |
Name
Title
Date
/s/ Michael D. Barnes
Director
December 9, 2005
/s/ George P. Clancy, Jr.
Director
December 9, 2005
/s/ James W. Dyke, Jr., Esq.
Director
December 9, 2005
/s/ Melvyn J. Estrin
Director
December 9, 2005
/s/ James F. Lafond
Director
December 9, 2005
/s/ Debra L. Lee
Director
December 9, 2005
/s/ Karen Hastie Williams, Esq.
Director
December 9, 2005
1.
I have reviewed this annual report on Form 10-K of WGL
Holdings, Inc. and Washington Gas Light Company;
2.
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4.
The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
d)
Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during
the registrants fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrants internal control over financial
reporting; and
5.
The registrants other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants
auditors and the audit committee of the registrants board
of directors:
a)
All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and
report financial information; and
b)
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the
registrants internal control over financial reporting.
1.
I have reviewed this annual report on Form 10-K of WGL
Holdings, Inc. and Washington Gas Light Company;
2.
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4.
The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
d)
Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during
the registrants fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrants internal control over financial
reporting; and
5.
The registrants other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants
auditors and the audit committee of the registrants board
of directors:
a)
All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and
report financial information; and
b)
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the
registrants internal control over financial reporting.
1.
I have reviewed this annual report on Form 10-K of WGL
Holdings, Inc. and Washington Gas Light Company;
2.
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4.
The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b)
Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c)
Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during
the registrants fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrants internal control over financial
reporting; and
5.
The registrants other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants
auditors and the audit committee of the registrants board
of directors:
a)
All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and
report financial information; and
b)
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the
registrants internal control over financial reporting.
1.
I have reviewed this annual report on Form 10-K of WGL
Holdings, Inc. and Washington Gas Light Company;
2.
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4.
The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during
the period in which this report is being prepared;
b)
Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
c)
Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during
the registrants fourth fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrants internal control over financial
reporting; and
5.
The registrants other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants
auditors and the audit committee of the registrants board
of directors:
a)
All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and
report financial information; and
b)
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the
registrants internal control over financial reporting.
(1)
The Report fully complies with the requirements of
Section 13(a) of the Securities Exchange Act of
1934; and
(2)
The information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Companies.