|
þ
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Large accelerated filer
þ
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
|
(Do not check if a smaller reporting company)
|
Large accelerated filer
¨
|
|
Accelerated filer
¨
|
|
Non-accelerated filer
þ
|
|
Smaller reporting company
¨
|
|
|
(Do not check if a smaller reporting company)
|
PART I. Financial Information
|
|
|
|
Item 1.
Financial Statements (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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PART II. Other Information
|
|
|
|
|
|
|
|
|
|
|
|
INTRODUCTION
|
•
|
the level and rate at which we incur costs and expenses, and the extent to which we are allowed to recover from customers, through the regulatory process, such costs and expenses relating to constructing, operating and maintaining Washington Gas’ distribution system;
|
•
|
the availability of natural gas and electricity supply, interstate pipeline transportation and storage capacity;
|
•
|
factors beyond our control that affect the ability of natural gas producers, pipeline gatherers and natural gas processors to deliver natural gas into interstate pipelines for delivery to the entrance points of Washington Gas' distribution system;
|
•
|
security breaches of our information technology infrastructure, including cyber attacks and cyber-terrorism;
|
•
|
leaks, mechanical problems, incidents or other operational issues in our natural gas distribution system, including the effectiveness of our efforts to mitigate the effects of receiving low-HHC natural gas;
|
•
|
changes and developments in economic, competitive, political and regulatory conditions;
|
•
|
unusual weather conditions and changes in natural gas consumption patterns;
|
•
|
changes in energy commodity market conditions, including the relative prices of alternative forms of energy such as electricity, fuel oil and propane;
|
•
|
changes in the value of derivative contracts and the availability of suitable derivative counterparties;
|
•
|
changes in our credit ratings, disruptions in credit market and equity capital market conditions or other factors that may affect our access to and cost of capital;
|
•
|
factors affecting the timing of construction and the effective operation of pipelines in which we have invested;
|
•
|
the credit worthiness of customers; suppliers and derivatives counterparties;
|
•
|
changes in laws and regulations, including tax, environmental, pipeline integrity and employment laws and regulations;
|
•
|
legislative, regulatory and judicial mandates or decisions affecting our business operations;
|
•
|
the timing and success of business and product development efforts and technological improvements;
|
•
|
the level of demand from government agencies and the private sector for commercial energy systems, and delays in federal government budget appropriations;
|
•
|
the pace of deregulation of energy markets and the availability of other competitive alternatives to our products and services;
|
•
|
changes in accounting principles;
|
•
|
our ability to manage the outsourcing of several business processes, including the transition of certain processes to new third party vendors;
|
•
|
strikes or work stoppages by unionized employees;
|
•
|
acts of nature and catastrophic events, including terrorist acts and
|
•
|
decisions made by management and co-investors in non-controlled investees.
|
(In thousands)
|
December 31,
2015 |
|
September 30,
2015 |
||||
ASSETS
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
||||
At original cost
|
$
|
5,090,450
|
|
|
$
|
5,003,910
|
|
Accumulated depreciation and amortization
|
(1,343,829
|
)
|
|
(1,331,182
|
)
|
||
Net property, plant and equipment
|
3,746,621
|
|
|
3,672,728
|
|
||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
15,778
|
|
|
6,733
|
|
||
Receivables
|
|
|
|
||||
Accounts receivable
|
307,717
|
|
|
276,358
|
|
||
Gas costs and other regulatory assets
|
21,094
|
|
|
5,797
|
|
||
Unbilled revenues
|
144,148
|
|
|
102,560
|
|
||
Allowance for doubtful accounts
|
(23,924
|
)
|
|
(26,224
|
)
|
||
Net receivables
|
449,035
|
|
|
358,491
|
|
||
Materials and supplies—principally at average cost
|
21,282
|
|
|
21,402
|
|
||
Storage gas
|
212,969
|
|
|
211,443
|
|
||
Prepaid taxes
|
67,533
|
|
|
48,726
|
|
||
Other prepayments
|
58,915
|
|
|
32,850
|
|
||
Derivatives
|
22,019
|
|
|
22,933
|
|
||
Assets held for sale
|
22,906
|
|
|
22,906
|
|
||
Other
|
47,559
|
|
|
23,057
|
|
||
Total current assets
|
917,996
|
|
|
748,541
|
|
||
Deferred Charges and Other Assets
|
|
|
|
||||
Regulatory assets
|
|
|
|
||||
Gas costs
|
172,802
|
|
|
190,676
|
|
||
Pension and other post-retirement benefits
|
206,153
|
|
|
212,041
|
|
||
Other
|
84,791
|
|
|
80,018
|
|
||
Prepaid post-retirement benefits
|
144,484
|
|
|
138,629
|
|
||
Derivatives
|
29,735
|
|
|
32,132
|
|
||
Investments in direct financing leases, capital leases
|
34,751
|
|
|
35,234
|
|
||
Investments in unconsolidated affiliates
|
145,183
|
|
|
136,884
|
|
||
Other
|
17,739
|
|
|
14,476
|
|
||
Total deferred charges and other assets
|
835,638
|
|
|
840,090
|
|
||
Total Assets
|
$
|
5,500,255
|
|
|
$
|
5,261,359
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Capitalization
|
|
|
|
||||
Common shareholders’ equity
|
$
|
1,289,102
|
|
|
$
|
1,243,247
|
|
Washington Gas Light Company preferred stock
|
28,173
|
|
|
28,173
|
|
||
Long-term debt
|
945,582
|
|
|
944,201
|
|
||
Total capitalization
|
2,262,857
|
|
|
2,215,621
|
|
||
Current Liabilities
|
|
|
|
||||
Current maturities of long-term debt
|
25,000
|
|
|
25,000
|
|
||
Notes payable
|
527,875
|
|
|
332,000
|
|
||
Accounts payable and other accrued liabilities
|
309,339
|
|
|
325,146
|
|
||
Wages payable
|
19,689
|
|
|
21,091
|
|
||
Accrued interest
|
13,327
|
|
|
7,835
|
|
||
Dividends declared
|
23,378
|
|
|
23,377
|
|
||
Customer deposits and advance payments
|
94,796
|
|
|
88,897
|
|
||
Gas costs and other regulatory liabilities
|
36,401
|
|
|
34,551
|
|
||
Accrued taxes
|
20,508
|
|
|
13,867
|
|
||
Derivatives
|
67,117
|
|
|
63,504
|
|
||
Liabilities held for sale
|
1,621
|
|
|
1,621
|
|
||
Other
|
41,898
|
|
|
46,025
|
|
||
Total current liabilities
|
1,180,949
|
|
|
982,914
|
|
||
Deferred Credits
|
|
|
|
||||
Unamortized investment tax credits
|
148,216
|
|
|
135,673
|
|
||
Deferred income taxes
|
713,585
|
|
|
672,963
|
|
||
Accrued pensions and benefits
|
179,920
|
|
|
176,128
|
|
||
Asset retirement obligations
|
206,037
|
|
|
200,732
|
|
||
Regulatory liabilities
|
|
|
|
||||
Accrued asset removal costs
|
320,250
|
|
|
325,496
|
|
||
Other post-retirement benefits
|
100,986
|
|
|
104,382
|
|
||
Other
|
16,823
|
|
|
17,067
|
|
||
Derivatives
|
261,760
|
|
|
322,259
|
|
||
Other
|
108,872
|
|
|
108,124
|
|
||
Total deferred credits
|
2,056,449
|
|
|
2,062,824
|
|
||
Commitments and Contingencies (Note 13)
|
|
|
|
||||
Total Capitalization and Liabilities
|
$
|
5,500,255
|
|
|
$
|
5,261,359
|
|
|
Three Months Ended
December 31, |
||||||
(In thousands, except per share data)
|
2015
|
|
2014
|
||||
OPERATING REVENUES
|
|
|
|
||||
Utility
|
$
|
288,153
|
|
|
$
|
381,712
|
|
Non-utility
|
325,231
|
|
|
367,525
|
|
||
Total Operating Revenues
|
613,384
|
|
|
749,237
|
|
||
OPERATING EXPENSES
|
|
|
|
||||
Utility cost of gas
|
50,025
|
|
|
129,704
|
|
||
Non-utility cost of energy-related sales
|
282,487
|
|
|
336,568
|
|
||
Operation and maintenance
|
95,419
|
|
|
92,380
|
|
||
Depreciation and amortization
|
31,412
|
|
|
29,360
|
|
||
General taxes and other assessments
|
36,532
|
|
|
39,383
|
|
||
Total Operating Expenses
|
495,875
|
|
|
627,395
|
|
||
OPERATING INCOME
|
117,509
|
|
|
121,842
|
|
||
Equity in earnings of unconsolidated affiliates
|
1,263
|
|
|
1,144
|
|
||
Other income (expenses)—net
|
979
|
|
|
(4,355
|
)
|
||
Interest expense
|
12,760
|
|
|
12,310
|
|
||
INCOME BEFORE INCOME TAXES
|
106,991
|
|
|
106,321
|
|
||
INCOME TAX EXPENSE
|
38,490
|
|
|
42,103
|
|
||
NET INCOME
|
$
|
68,501
|
|
|
$
|
64,218
|
|
Dividends on Washington Gas Light Company preferred stock
|
330
|
|
|
330
|
|
||
NET INCOME APPLICABLE TO COMMON STOCK
|
$
|
68,171
|
|
|
$
|
63,888
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
|
|
|
|
||||
Basic
|
49,807
|
|
|
49,946
|
|
||
Diluted
|
50,030
|
|
|
50,091
|
|
||
EARNINGS PER AVERAGE COMMON SHARE
|
|
|
|
||||
Basic
|
$
|
1.37
|
|
|
$
|
1.28
|
|
Diluted
|
$
|
1.36
|
|
|
$
|
1.28
|
|
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.4625
|
|
|
$
|
0.4400
|
|
|
Three Months Ended
December 31, |
||||||
(In thousands)
|
2015
|
|
2014
|
||||
NET INCOME
|
$
|
68,501
|
|
|
$
|
64,218
|
|
OTHER COMPREHENSIVE INCOME, BEFORE INCOME TAXES:
|
|
|
|
||||
Qualified cash flow hedging instruments
|
1,084
|
|
|
(8,265
|
)
|
||
Pension and other post-retirement benefit plans
|
|
|
|
||||
Change in net prior service credit
|
(214
|
)
|
|
(171
|
)
|
||
Change in actuarial net loss
|
419
|
|
|
484
|
|
||
Total pension and other post-retirement benefit plans
|
$
|
205
|
|
|
$
|
313
|
|
INCOME TAX EXPENSE (BENEFIT) RELATED TO OTHER COMPREHENSIVE INCOME
|
531
|
|
|
(3,947
|
)
|
||
OTHER COMPREHENSIVE INCOME (LOSS)
|
$
|
758
|
|
|
$
|
(4,005
|
)
|
COMPREHENSIVE INCOME
|
$
|
69,259
|
|
|
$
|
60,213
|
|
|
Three Months Ended December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
68,501
|
|
|
$
|
64,218
|
|
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
|
||||
Depreciation and amortization
|
31,412
|
|
|
29,360
|
|
||
Amortization of:
|
|
|
|
||||
Other regulatory assets and liabilities—net
|
325
|
|
|
327
|
|
||
Debt related costs
|
316
|
|
|
240
|
|
||
Deferred income taxes—net
|
78,038
|
|
|
62,774
|
|
||
Accrued/deferred pension and other post-retirement benefit cost
|
4,944
|
|
|
4,776
|
|
||
Compensation expense related to stock-based awards
|
3,549
|
|
|
338
|
|
||
Provision for doubtful accounts
|
2,533
|
|
|
3,575
|
|
||
Impairment loss
|
—
|
|
|
5,625
|
|
||
Other non-cash charges (credits)—net
|
380
|
|
|
2,139
|
|
||
CHANGES IN ASSETS AND LIABILITIES
|
|
|
|
||||
Accounts receivable and unbilled revenues—net
|
(77,780
|
)
|
|
(226,539
|
)
|
||
Gas costs and other regulatory assets/liabilities—net
|
(13,447
|
)
|
|
40,397
|
|
||
Storage gas
|
(1,526
|
)
|
|
36,691
|
|
||
Prepaid taxes
|
(18,807
|
)
|
|
18,765
|
|
||
Other prepayments
|
(26,065
|
)
|
|
1,164
|
|
||
Accounts payable and other accrued liabilities
|
(11,416
|
)
|
|
51,648
|
|
||
Customer deposits and advance payments
|
5,899
|
|
|
10,355
|
|
||
Unamortized investment tax credits
|
12,543
|
|
|
15,071
|
|
||
Accrued taxes
|
6,641
|
|
|
13,302
|
|
||
Accrued interest
|
5,492
|
|
|
10,139
|
|
||
Other current assets
|
(25,772
|
)
|
|
(13,803
|
)
|
||
Other current liabilities
|
(7,369
|
)
|
|
12,136
|
|
||
Deferred gas costs—net
|
17,874
|
|
|
(3,632
|
)
|
||
Deferred assets—other
|
(12,097
|
)
|
|
(2,551
|
)
|
||
Deferred liabilities—other
|
(49,681
|
)
|
|
(65,185
|
)
|
||
Derivatives
|
(52,490
|
)
|
|
(59,955
|
)
|
||
Other—net
|
(82
|
)
|
|
317
|
|
||
Net Cash (Used in) Provided by Operating Activities
|
(58,085
|
)
|
|
11,692
|
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Common stock issued
|
83
|
|
|
—
|
|
||
Long-term debt issued
|
—
|
|
|
296,481
|
|
||
Debt issuance costs
|
(135
|
)
|
|
(2,443
|
)
|
||
Notes payable issued (retired) —net
|
195,875
|
|
|
(103,500
|
)
|
||
Dividends on common stock and preferred stock
|
(23,377
|
)
|
|
(22,449
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(41,485
|
)
|
||
Other financing activities—net
|
2,006
|
|
|
—
|
|
||
Net Cash Provided by Financing Activities
|
174,452
|
|
|
126,604
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures (excluding AFUDC)
|
(101,013
|
)
|
|
(132,954
|
)
|
||
Investments in non-utility interests
|
(8,374
|
)
|
|
(8,059
|
)
|
||
Distributions from non-utility interests
|
2,065
|
|
|
1,296
|
|
||
Net Cash Used in Investing Activities
|
(107,322
|
)
|
|
(139,717
|
)
|
||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
9,045
|
|
|
(1,421
|
)
|
||
Cash and Cash Equivalents at Beginning of Year
|
6,733
|
|
|
8,811
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
15,778
|
|
|
$
|
7,390
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
||||
Income taxes paid—net
|
$
|
1,615
|
|
|
$
|
880
|
|
Interest paid
|
$
|
7,190
|
|
|
$
|
1,839
|
|
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
||||
Project debt financing activities—net
|
$
|
1,356
|
|
|
$
|
(2,032
|
)
|
Capital expenditure accruals included in accounts payable and other accrued liabilities
|
$
|
39,140
|
|
|
$
|
24,649
|
|
Dividends paid in common stock
|
$
|
—
|
|
|
$
|
1,306
|
|
Stock issued related to compensation
|
$
|
5,947
|
|
|
$
|
—
|
|
(In thousands)
|
December 31,
2015 |
|
September 30,
2015 |
||||
ASSETS
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
||||
At original cost
|
$
|
4,574,364
|
|
|
$
|
4,521,535
|
|
Accumulated depreciation and amortization
|
(1,286,614
|
)
|
|
(1,278,089
|
)
|
||
Net property, plant and equipment
|
3,287,750
|
|
|
3,243,446
|
|
||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
1
|
|
|
1
|
|
||
Receivables
|
|
|
|
||||
Accounts receivable
|
165,696
|
|
|
126,356
|
|
||
Gas costs and other regulatory assets
|
21,094
|
|
|
5,797
|
|
||
Unbilled revenues
|
60,260
|
|
|
21,027
|
|
||
Allowance for doubtful accounts
|
(17,012
|
)
|
|
(19,254
|
)
|
||
Net receivables
|
230,038
|
|
|
133,926
|
|
||
Materials and supplies—principally at average cost
|
21,236
|
|
|
21,356
|
|
||
Storage gas
|
89,013
|
|
|
94,489
|
|
||
Prepaid taxes
|
67,808
|
|
|
30,365
|
|
||
Other prepayments
|
21,377
|
|
|
11,899
|
|
||
Receivables from associated companies
|
4,469
|
|
|
3,176
|
|
||
Derivatives
|
6,058
|
|
|
4,588
|
|
||
Assets held for sale
|
22,906
|
|
|
22,906
|
|
||
Total current assets
|
462,906
|
|
|
322,706
|
|
||
Deferred Charges and Other Assets
|
|
|
|
||||
Regulatory assets
|
|
|
|
||||
Gas costs
|
172,802
|
|
|
190,676
|
|
||
Pension and other post-retirement benefits
|
204,951
|
|
|
210,811
|
|
||
Other
|
84,720
|
|
|
79,946
|
|
||
Prepaid post-retirement benefits
|
143,605
|
|
|
137,754
|
|
||
Derivatives
|
14,333
|
|
|
13,155
|
|
||
Other
|
6,826
|
|
|
5,638
|
|
||
Total deferred charges and other assets
|
627,237
|
|
|
637,980
|
|
||
Total Assets
|
$
|
4,377,893
|
|
|
$
|
4,204,132
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Capitalization
|
|
|
|
||||
Common shareholder’s equity
|
$
|
1,115,648
|
|
|
$
|
1,081,292
|
|
Preferred stock
|
28,173
|
|
|
28,173
|
|
||
Long-term debt
|
697,243
|
|
|
695,885
|
|
||
Total capitalization
|
1,841,064
|
|
|
1,805,350
|
|
||
Current Liabilities
|
|
|
|
||||
Current maturities of long-term debt
|
25,000
|
|
|
25,000
|
|
||
Notes payable
|
207,475
|
|
|
89,000
|
|
||
Accounts payable and other accrued liabilities
|
138,218
|
|
|
159,280
|
|
||
Wages payable
|
18,200
|
|
|
19,456
|
|
||
Accrued interest
|
11,802
|
|
|
4,023
|
|
||
Dividends declared
|
20,263
|
|
|
20,269
|
|
||
Customer deposits and advance payments
|
94,048
|
|
|
88,450
|
|
||
Gas costs and other regulatory liabilities
|
36,401
|
|
|
34,551
|
|
||
Accrued taxes
|
16,780
|
|
|
11,659
|
|
||
Payables to associated companies
|
82,267
|
|
|
68,623
|
|
||
Derivatives
|
23,981
|
|
|
33,856
|
|
||
Liabilities held for sale
|
1,621
|
|
|
1,621
|
|
||
Other
|
7,026
|
|
|
7,013
|
|
||
Total current liabilities
|
683,082
|
|
|
562,801
|
|
||
Deferred Credits
|
|
|
|
||||
Unamortized investment tax credits
|
5,443
|
|
|
5,646
|
|
||
Deferred income taxes
|
734,869
|
|
|
668,764
|
|
||
Accrued pensions and benefits
|
178,090
|
|
|
174,318
|
|
||
Asset retirement obligations
|
201,262
|
|
|
198,938
|
|
||
Regulatory liabilities
|
|
|
|
||||
Accrued asset removal costs
|
320,250
|
|
|
325,496
|
|
||
Other post-retirement benefits
|
100,316
|
|
|
103,683
|
|
||
Other
|
16,823
|
|
|
17,067
|
|
||
Derivatives
|
228,549
|
|
|
269,661
|
|
||
Other
|
68,145
|
|
|
72,408
|
|
||
Total deferred credits
|
1,853,747
|
|
|
1,835,981
|
|
||
Commitments and Contingencies (Note 13)
|
|
|
|
||||
Total Capitalization and Liabilities
|
$
|
4,377,893
|
|
|
$
|
4,204,132
|
|
|
Three Months Ended
December 31, |
||||||
(In thousands)
|
2015
|
|
2014
|
||||
OPERATING REVENUES
|
$
|
295,246
|
|
|
$
|
387,193
|
|
OPERATING EXPENSES
|
|
|
|
||||
Utility cost of gas
|
57,118
|
|
|
135,165
|
|
||
Operation and maintenance
|
79,308
|
|
|
74,957
|
|
||
Depreciation and amortization
|
27,205
|
|
|
26,604
|
|
||
General taxes and other assessments
|
32,638
|
|
|
35,844
|
|
||
Total Operating Expenses
|
196,269
|
|
|
272,570
|
|
||
OPERATING INCOME
|
98,977
|
|
|
114,623
|
|
||
Other expense—net
|
(220
|
)
|
|
(450
|
)
|
||
Interest expense
|
10,323
|
|
|
10,264
|
|
||
INCOME BEFORE INCOME TAXES
|
88,434
|
|
|
103,909
|
|
||
INCOME TAX EXPENSE
|
33,822
|
|
|
38,958
|
|
||
NET INCOME
|
$
|
54,612
|
|
|
$
|
64,951
|
|
Dividends on Washington Gas preferred stock
|
330
|
|
|
330
|
|
||
NET INCOME APPLICABLE TO COMMON STOCK
|
$
|
54,282
|
|
|
$
|
64,621
|
|
|
Three Months Ended
December 31, |
||||||
(In thousands)
|
2015
|
|
2014
|
||||
NET INCOME
|
$
|
54,612
|
|
|
$
|
64,951
|
|
OTHER COMPREHENSIVE INCOME, BEFORE INCOME TAXES:
|
|
|
|
||||
Pension and other post-retirement benefit plans
|
|
|
|
||||
Change in net prior service credit
|
(214
|
)
|
|
(171
|
)
|
||
Change in actuarial net loss
|
419
|
|
|
484
|
|
||
Total pension and other post-retirement benefit plans
|
$
|
205
|
|
|
$
|
313
|
|
INCOME TAX EXPENSE RELATED TO OTHER COMPREHENSIVE INCOME
|
81
|
|
|
124
|
|
||
OTHER COMPREHENSIVE INCOME
|
$
|
124
|
|
|
$
|
189
|
|
COMPREHENSIVE INCOME
|
$
|
54,736
|
|
|
$
|
65,140
|
|
|
Three Months Ended December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
54,612
|
|
|
$
|
64,951
|
|
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
|
||||
Depreciation and amortization
|
27,205
|
|
|
26,604
|
|
||
Amortization of:
|
|
|
|
||||
Other regulatory assets and liabilities—net
|
325
|
|
|
164
|
|
||
Debt related costs
|
293
|
|
|
339
|
|
||
Deferred income taxes—net
|
58,522
|
|
|
54,492
|
|
||
Accrued/deferred pension and other post-retirement benefit cost
|
5,615
|
|
|
4,751
|
|
||
Compensation expense related to stock-based awards
|
3,350
|
|
|
2,305
|
|
||
Provision for doubtful accounts
|
1,997
|
|
|
2,800
|
|
||
Other non-cash charges—net
|
1,494
|
|
|
2,564
|
|
||
CHANGES IN ASSETS AND LIABILITIES
|
|
|
|
||||
Accounts receivable, unbilled revenues and receivables from associated companies—net
|
(84,105
|
)
|
|
(179,268
|
)
|
||
Gas costs and other regulatory assets/liabilities—net
|
(13,447
|
)
|
|
40,397
|
|
||
Storage gas
|
5,476
|
|
|
6,003
|
|
||
Prepaid taxes
|
(37,443
|
)
|
|
(7,867
|
)
|
||
Other prepayments
|
(9,478
|
)
|
|
2,554
|
|
||
Accounts payable and other accrued liabilities, including payables to associated companies
|
4,154
|
|
|
37,765
|
|
||
Customer deposits and advance payments
|
5,598
|
|
|
10,214
|
|
||
Accrued taxes
|
5,121
|
|
|
(2,612
|
)
|
||
Accrued interest
|
7,779
|
|
|
8,628
|
|
||
Other current assets
|
120
|
|
|
(733
|
)
|
||
Other current liabilities
|
(3,154
|
)
|
|
376
|
|
||
Deferred gas costs—net
|
17,874
|
|
|
(3,632
|
)
|
||
Deferred assets—other
|
(10,541
|
)
|
|
(3,404
|
)
|
||
Deferred liabilities—other
|
(4,461
|
)
|
|
(3,074
|
)
|
||
Derivatives
|
(53,635
|
)
|
|
(57,063
|
)
|
||
Other—net
|
(10
|
)
|
|
191
|
|
||
Net Cash (Used in) Provided by Operating Activities
|
(16,739
|
)
|
|
7,445
|
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Long-term debt issued
|
—
|
|
|
50,000
|
|
||
Debt issuance costs
|
(135
|
)
|
|
(672
|
)
|
||
Notes payable issued (retired) —net
|
118,475
|
|
|
49,000
|
|
||
Dividends on common stock and preferred stock
|
(20,269
|
)
|
|
(19,722
|
)
|
||
Other financing activities—net
|
1,949
|
|
|
—
|
|
||
Net Cash Provided by Financing Activities
|
100,020
|
|
|
78,606
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures (excluding AFUDC)
|
(83,281
|
)
|
|
(87,110
|
)
|
||
Net Cash Used In Investing Activities
|
(83,281
|
)
|
|
(87,110
|
)
|
||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
—
|
|
|
(1,059
|
)
|
||
Cash and Cash Equivalents at Beginning of Year
|
1
|
|
|
1,060
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
1
|
|
|
$
|
1
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
||||
Income taxes paid — net
|
$
|
—
|
|
|
$
|
700
|
|
Interest paid
|
$
|
4,753
|
|
|
$
|
1,304
|
|
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
||||
Project debt financing activities—net
|
$
|
1,356
|
|
|
$
|
(2,032
|
)
|
Capital expenditure accruals included in accounts payable and other accrued liabilities
|
$
|
28,073
|
|
|
$
|
17,734
|
|
|
Lower-of-Cost or Market Adjustments Pre-Tax Increase (Decrease) to Net Income
|
|||||||
|
Three Months Ended December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
WGL
(a)
|
|
|
|
||||
Operating revenues - non-utility
|
$
|
(1.9
|
)
|
|
$
|
(17.5
|
)
|
Washington Gas
|
|
|
|
||||
Utility cost of gas
|
—
|
|
|
(0.7
|
)
|
||
Total Consolidated
|
$
|
(1.9
|
)
|
|
$
|
(18.2
|
)
|
OTHER NEWLY ISSUED ACCOUNTING STANDARDS
|
||||||
Standard
|
|
Description
|
|
Date of adoption
|
|
Effect on the financial statements or other significant matters
|
ASU 2016-01,
Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
|
|
The new standard significantly revises an entity’s accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value.
|
|
October 1, 2019
|
|
We are in the process of evaluating the impact the adoption of this standard will have on our financial statements.
|
ASU 2015-03 and ASU 2015-15,
Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Cost and
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements
|
|
The standard requires an entity to present debt issuance costs in the balance sheet as a direct deduction of the debt liability in a manner consistent with its accounting treatment of debt discounts. The standard permits prospective or retrospective application.
An entity can defer and present debt issuance costs related to to line-of-credit arrangements as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement.
|
|
October 1, 2016
|
|
We are in the process of evaluating the impact the adoption of this standard will have on our financial statements.
|
ASU 2015-02,
Consolidation (Topic 810): Amendments to the Consolidation Analysis
|
|
The standard changes the analysis to be performed in determining whether certain types of legal entities should be consolidated, specifically the analysis of limited partnerships and similar entities, fee arrangements and related party relationships. The standard permits prospective or retrospective application for different parts.
|
|
October 1, 2016
|
|
We are in the process of evaluating the impact the adoption of this standard will have on our financial statements.
|
ASU 2014-09 and ASU 2015-14,
Revenue from Contracts with Customers (Topic 606)
and
Deferral of the Effective Date.
|
|
The standard establishes a comprehensive revenue recognition model clarifying the method used to determine the timing and requirements for revenue recognition from contracts with customers. The disclosure requirements under the new standard will enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The standard permits retrospective application.
|
|
October 1, 2019
|
|
We are in the process of evaluating the impact the adoption of this standard will have on our financial statements.
|
|
WGL Holdings, Inc.
|
|||||||
(In millions)
|
December 31, 2015
|
|
September 30, 2015
|
||||
Accounts payable—trade
|
$
|
261.6
|
|
|
$
|
277.3
|
|
Employee benefits and payroll accruals
|
19.2
|
|
|
31.4
|
|
||
Other accrued liabilities
|
28.5
|
|
|
16.4
|
|
||
Total
|
$
|
309.3
|
|
|
$
|
325.1
|
|
Washington Gas Light Company
|
|||||||
(In millions)
|
December 31, 2015
|
|
|
September 30, 2015
|
|
||
Accounts payable—trade
|
$
|
108.8
|
|
|
$
|
122.2
|
|
Employee benefits and payroll accruals
|
18.2
|
|
|
29.5
|
|
||
Other accrued liabilities
|
11.2
|
|
|
7.6
|
|
||
Total
|
$
|
138.2
|
|
|
$
|
159.3
|
|
|
Committed Credit Available
(In millions)
|
||||||||||||
December 31, 2015
|
WGL
(b)
|
|
Washington Gas
|
|
Total Consolidated
|
|||||||
Committed credit agreements
|
|
|
|
|
|
|||||||
Unsecured revolving credit facility, expires December 19, 2019
(a)
|
$
|
450.0
|
|
|
$
|
350.0
|
|
|
$
|
800.0
|
|
|
Less: Commercial Paper
|
(320.4
|
)
|
|
(207.5
|
)
|
|
(527.9
|
)
|
||||
Net committed credit available
|
$
|
129.6
|
|
|
$
|
142.5
|
|
|
$
|
272.1
|
|
|
Weighted average interest rate
|
0.55
|
%
|
—
|
|
0.42
|
%
|
|
0.50
|
%
|
|||
September 30, 2015
|
|
|
|
|
|
|||||||
Committed credit agreements
|
|
|
|
|
|
|||||||
Unsecured revolving credit facility, expires December 19, 2019
(a)
|
$
|
450.0
|
|
|
$
|
350.0
|
|
|
$
|
800.0
|
|
|
Less: Commercial Paper
|
(243.0
|
)
|
|
(89.0
|
)
|
|
(332.0
|
)
|
||||
Net committed credit available
|
$
|
207.0
|
|
|
$
|
261.0
|
|
|
$
|
468.0
|
|
|
Weighted average interest rate
|
0.30
|
%
|
|
0.16
|
%
|
|
0.26
|
%
|
(a)
|
Both WGL and Washington Gas have the right to request extensions with the banks’ approval. WGL’s revolving credit facility permits it to borrow an additional
$100 million
, with the banks’ approval, for a total of
$550 million
. Washington Gas’ revolving credit facility permits it to borrow an additional
$100 million
, with the banks’ approval, for a total of
$450 million
.
|
(b)
|
WGL includes WGL Holdings and all subsidiaries other than Washington Gas.
|
|
Long-Term Debt Outstanding
|
|||||||||||
($ In millions)
|
WGL
(a)
|
|
Washington Gas
|
|
Total Consolidated
|
||||||
December 31, 2015
|
|
|
|
|
|
||||||
Long-term debt
(b)
|
$
|
250.0
|
|
|
$
|
721.0
|
|
|
$
|
971.0
|
|
Weighted average interest rate
|
3.66
|
%
|
|
5.58
|
%
|
|
5.08
|
%
|
|||
September 30, 2015
|
|
|
|
|
|
||||||
Long-term debt
(b)
|
$
|
250.0
|
|
|
$
|
721.0
|
|
|
$
|
971.0
|
|
Weighted average interest rate
|
3.66
|
%
|
|
5.58
|
%
|
|
5.08
|
%
|
(a)
|
WGL includes WGL Holdings and all subsidiaries other than Washington Gas.
|
(b)
|
Includes Senior Notes for WGL and both MTNs and private placement notes for Washington Gas. Represents face value including current maturities.
|
Long-Term Debt Issuances
|
|||||||||||
($ In millions)
|
Principal
(b)
|
|
Interest
Rate
|
|
Effective
Cost
(c)
|
|
Nominal
Maturity Date
|
||||
Three Months Ended December 31, 2014
|
|
|
|
|
|
|
|
||||
WGL
(a)
|
|
|
|
|
|
|
|
||||
Issuances:
|
|
|
|
|
|
|
|
||||
10/24/2014
|
$
|
100.0
|
|
|
2.25
|
%
|
|
2.42
|
%
|
|
11/1/2019
|
10/24/2014
|
$
|
125.0
|
|
|
4.60
|
%
|
|
5.11
|
%
|
|
11/1/2044
|
12/16/2014
|
$
|
25.0
|
|
|
4.60
|
%
|
|
5.53
|
%
|
|
11/1/2044
|
Total
|
$
|
250.0
|
|
|
|
|
|
|
|
||
Washington Gas
|
|
|
|
|
|
|
|
||||
Issuances:
|
|
|
|
|
|
|
|
||||
12/15/2014
|
$
|
50.0
|
|
|
4.24
|
%
|
|
4.41
|
%
|
|
12/15/2044
|
Total
|
$
|
50.0
|
|
|
|
|
|
|
|
||
Total consolidated issuances
|
$
|
300.0
|
|
|
|
|
|
|
|
(a)
|
WGL includes WGL Holdings and all subsidiaries other than Washington Gas.
|
(b)
|
Represents face amount of senior notes for WGL and both MTNs and private placement notes for Washington Gas.
|
(c)
|
The estimated effective cost of the issued notes, including consideration of issuance fees and hedge costs.
|
|
WGL Holdings, Inc.
Components of Common Shareholders’ Equity
|
|||||||||||||||||||
(In thousands)
|
Common Stock
Amount
|
|
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Income (Loss),
Net of Taxes
|
|
Total
|
||||||||||
Balance at September 30, 2015
|
$
|
485,456
|
|
|
$
|
14,934
|
|
|
$
|
757,093
|
|
|
$
|
(14,236
|
)
|
|
$
|
1,243,247
|
|
Net income
|
—
|
|
|
—
|
|
|
68,501
|
|
|
—
|
|
|
68,501
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
758
|
|
|
758
|
|
|||||
Stock-based compensation
(a)
|
5,947
|
|
|
(6,016
|
)
|
|
(40
|
)
|
|
—
|
|
|
(109
|
)
|
|||||
Issuance of common stock
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
—
|
|
|
—
|
|
|
(23,048
|
)
|
|
—
|
|
|
(23,048
|
)
|
|||||
Preferred stock
|
—
|
|
|
—
|
|
|
(330
|
)
|
|
—
|
|
|
(330
|
)
|
|||||
Balance at December 31, 2015
|
$
|
491,486
|
|
|
$
|
8,918
|
|
|
$
|
802,176
|
|
|
$
|
(13,478
|
)
|
|
$
|
1,289,102
|
|
Washington Gas Light Company
Components of Common Shareholder’s Equity
|
|||||||||||||||||||
(In thousands)
|
Common Stock
Amount
|
|
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive Loss, Net of Taxes
|
|
Total
|
||||||||||
Balance at September 30, 2015
|
$
|
46,479
|
|
|
$
|
483,677
|
|
|
$
|
557,848
|
|
|
$
|
(6,712
|
)
|
|
$
|
1,081,292
|
|
Net income
|
—
|
|
|
—
|
|
|
54,612
|
|
|
—
|
|
|
54,612
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
124
|
|
|||||
Stock-based compensation
|
—
|
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
—
|
|
|
—
|
|
|
(19,933
|
)
|
|
—
|
|
|
(19,933
|
)
|
|||||
Preferred stock
|
—
|
|
|
—
|
|
|
(330
|
)
|
|
—
|
|
|
(330
|
)
|
|||||
Balance at December 31, 2015
|
$
|
46,479
|
|
|
$
|
483,560
|
|
|
$
|
592,197
|
|
|
$
|
(6,588
|
)
|
|
$
|
1,115,648
|
|
|
Basic and Diluted EPS
|
||||||||||
(in thousands, except per share data)
|
Net Income
Applicable to
Common Stock
|
|
Shares
|
|
Per Share
Amount
|
|||||
Three Months Ended December 31, 2015
|
|
|
|
|
|
|||||
Basic EPS
|
$
|
68,171
|
|
|
49,807
|
|
|
$
|
1.37
|
|
Stock-based compensation plans
|
—
|
|
|
223
|
|
|
|
|||
Diluted EPS
|
$
|
68,171
|
|
|
50,030
|
|
|
$
|
1.36
|
|
Three Months Ended December 31, 2014
|
|
|
|
|
|
|||||
Basic EPS
|
$
|
63,888
|
|
|
49,946
|
|
|
$
|
1.28
|
|
Stock-based compensation plans
|
—
|
|
|
145
|
|
|
|
|||
Diluted EPS
|
$
|
63,888
|
|
|
50,091
|
|
|
$
|
1.28
|
|
|
|
WGL Holdings, Inc.
Balance Sheet Classification of Derivative Instruments
|
|||||||||||||||||||||||
(In millions)
|
Derivative Instruments Not Designated as Hedging Instruments
|
|
Derivative Instruments Designated as Hedging Instruments
|
|
|
|
|
||||||||||||||||
As of December 31, 2015
|
Gross
Derivative
Assets
|
|
Gross
Derivative
Liabilities
|
|
Gross
Derivative
Assets
|
|
Gross
Derivative
Liabilities
|
|
Netting of
Collateral
|
|
Total
(a)
|
||||||||||||
Current Assets—Derivatives
|
$
|
22.9
|
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.0
|
|
Deferred Charges and Other Assets—Derivatives
|
29.9
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29.7
|
|
||||||
Current Liabilities—Derivatives
|
18.3
|
|
|
(100.7
|
)
|
|
—
|
|
|
—
|
|
|
15.3
|
|
|
(67.1
|
)
|
||||||
Deferred Credits—Derivatives
|
7.6
|
|
|
(276.2
|
)
|
|
—
|
|
|
(2.3
|
)
|
|
9.1
|
|
|
(261.8
|
)
|
||||||
Total
|
$
|
78.7
|
|
|
$
|
(378.0
|
)
|
|
$
|
—
|
|
|
$
|
(2.3
|
)
|
|
$
|
24.4
|
|
|
$
|
(277.2
|
)
|
As of September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current Assets—Derivatives
|
$
|
29.7
|
|
|
$
|
(6.8
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22.9
|
|
Deferred Charges and Other Assets—Derivatives
|
32.3
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.1
|
|
||||||
Current Liabilities—Derivatives
|
9.8
|
|
|
(76.2
|
)
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
(63.5
|
)
|
||||||
Deferred Credits—Derivatives
|
2.7
|
|
|
(328.9
|
)
|
|
—
|
|
|
(3.4
|
)
|
|
7.3
|
|
|
(322.3
|
)
|
||||||
Total
|
$
|
74.5
|
|
|
$
|
(412.1
|
)
|
|
$
|
—
|
|
|
$
|
(3.4
|
)
|
|
$
|
10.2
|
|
|
$
|
(330.8
|
)
|
Washington Gas Light Company
Balance Sheet Classification of Derivative Instruments
(b)
|
|||||||||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2015
|
Gross
Derivative Assets |
|
Gross
Derivative Liabilities |
|
Netting of
Collateral |
|
Total
(a)
|
||||||||
Current Assets—Derivatives
|
$
|
6.5
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
6.1
|
|
Deferred Charges and Other Assets—Derivatives
|
14.5
|
|
|
(0.2
|
)
|
|
—
|
|
|
14.3
|
|
||||
Current Liabilities—Derivatives
|
5.0
|
|
|
(30.9
|
)
|
|
1.9
|
|
|
(24.0
|
)
|
||||
Deferred Credits—Derivatives
|
—
|
|
|
(228.5
|
)
|
|
—
|
|
|
(228.5
|
)
|
||||
Total
|
$
|
26.0
|
|
|
$
|
(260.0
|
)
|
|
$
|
1.9
|
|
|
$
|
(232.1
|
)
|
As of September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Current Assets—Derivatives
|
$
|
5.2
|
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
4.6
|
|
Deferred Charges and Other Assets—Derivatives
|
13.3
|
|
|
(0.1
|
)
|
|
—
|
|
|
13.2
|
|
||||
Current Liabilities—Derivatives
|
1.9
|
|
|
(35.8
|
)
|
|
—
|
|
|
(33.9
|
)
|
||||
Deferred Credits—Derivatives
|
—
|
|
|
(269.7
|
)
|
|
—
|
|
|
(269.7
|
)
|
||||
Total
|
$
|
20.4
|
|
|
$
|
(306.2
|
)
|
|
$
|
—
|
|
|
$
|
(285.8
|
)
|
Gains and Losses on Derivative Instruments
|
|||||||||||||||
(In millions)
|
WGL Holdings, Inc.
|
|
Washington Gas
|
||||||||||||
Three Months Ended December 31,
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Recorded to income
|
|
|
|
|
|
|
|
||||||||
Operating revenues—non-utility
|
$
|
25.7
|
|
|
$
|
75.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Utility cost of gas
|
21.4
|
|
|
25.8
|
|
|
21.4
|
|
|
25.8
|
|
||||
Non-utility cost of energy-related sales
|
7.5
|
|
|
(49.6
|
)
|
|
—
|
|
|
—
|
|
||||
Interest expense
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
||||
Recorded to regulatory assets
|
|
|
|
|
|
|
|
||||||||
Gas costs
|
34.8
|
|
|
28.2
|
|
|
34.8
|
|
|
28.2
|
|
||||
Recorded to other comprehensive income
(a)
|
1.1
|
|
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
90.5
|
|
|
$
|
71.2
|
|
|
$
|
56.2
|
|
|
$
|
54.0
|
|
Potential Collateral Requirements for Derivative Liabilities
with Credit-Risk-Contingent Features
|
|||||||
(In millions)
|
WGL Holdings, Inc.
|
|
Washington Gas
|
||||
December 31, 2015
|
|
|
|
||||
Derivative liabilities with credit-risk-contingent features
|
$
|
63.5
|
|
|
$
|
17.1
|
|
Maximum potential collateral requirements
|
53.6
|
|
|
15.0
|
|
||
September 30, 2015
|
|
|
|
||||
Derivative liabilities with credit-risk-contingent features
|
$
|
61.7
|
|
|
$
|
18.9
|
|
Maximum potential collateral requirements
|
54.6
|
|
|
18.8
|
|
|
WGL Holdings, Inc.
Fair Value Measurements Under the Fair Value Hierarchy
|
|||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
At December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
25.3
|
|
|
$
|
35.7
|
|
|
$
|
61.0
|
|
Electricity related derivatives
|
—
|
|
|
2.2
|
|
|
15.5
|
|
|
17.7
|
|
||||
Total Assets
|
$
|
—
|
|
|
$
|
27.5
|
|
|
$
|
51.2
|
|
|
$
|
78.7
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
(56.1
|
)
|
|
$
|
(279.3
|
)
|
|
$
|
(335.4
|
)
|
Electricity related derivatives
|
—
|
|
|
(2.7
|
)
|
|
(39.9
|
)
|
|
(42.6
|
)
|
||||
Interest rate derivatives
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(2.3
|
)
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(61.1
|
)
|
|
$
|
(319.2
|
)
|
|
$
|
(380.3
|
)
|
At September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
22.7
|
|
|
$
|
28.5
|
|
|
$
|
51.2
|
|
Electricity related derivatives
|
—
|
|
|
2.0
|
|
|
21.3
|
|
|
23.3
|
|
||||
Total Assets
|
$
|
—
|
|
|
$
|
24.7
|
|
|
$
|
49.8
|
|
|
$
|
74.5
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
(33.9
|
)
|
|
$
|
(338.2
|
)
|
|
$
|
(372.1
|
)
|
Electricity related derivatives
|
—
|
|
|
(2.7
|
)
|
|
(37.3
|
)
|
|
(40.0
|
)
|
||||
Interest rate derivatives
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
(3.4
|
)
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(40.0
|
)
|
|
$
|
(375.5
|
)
|
|
$
|
(415.5
|
)
|
Washington Gas Light Company
Fair Value Measurements Under the Fair Value Hierarchy
|
|||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
At December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
12.8
|
|
|
$
|
13.2
|
|
|
$
|
26.0
|
|
Total Assets
|
$
|
—
|
|
|
$
|
12.8
|
|
|
$
|
13.2
|
|
|
$
|
26.0
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
(24.7
|
)
|
|
$
|
(235.3
|
)
|
|
$
|
(260.0
|
)
|
Total Liabilities
|
$
|
—
|
|
|
$
|
(24.7
|
)
|
|
$
|
(235.3
|
)
|
|
$
|
(260.0
|
)
|
At September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
6.9
|
|
|
$
|
13.5
|
|
|
$
|
20.4
|
|
Total Assets
|
$
|
—
|
|
|
$
|
6.9
|
|
|
$
|
13.5
|
|
|
$
|
20.4
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
(11.6
|
)
|
|
$
|
(294.6
|
)
|
|
$
|
(306.2
|
)
|
Total Liabilities
|
$
|
—
|
|
|
$
|
(11.6
|
)
|
|
$
|
(294.6
|
)
|
|
$
|
(306.2
|
)
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||
(In millions)
|
|
Net Fair Value
December 31, 2015 |
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Range
|
|
|
|
|
|
|
|
|
|
WGL Holdings, Inc.
|
|
|
|
|
|
|
|
|
Natural gas related derivatives
|
|
$(243.6)
|
|
Discounted Cash Flow
|
|
Natural Gas Basis Price
(per dekatherm)
|
|
($1.147) - $3.148
|
|
|
|
|
Option Model
|
|
Natural Gas Basis Price
(per dekatherm)
|
|
($0.183) - $3.208
|
|
|
|
|
|
|
Annualized Volatility of Spot Market Natural Gas
|
|
25.0% - 755.3%
|
Electricity related derivatives
|
|
$(24.4)
|
|
Discounted Cash Flow
|
|
Electricity Congestion Price
(per megawatt hour)
|
|
($6.32) - $71.75
|
|
|
|
|
|
|
|
|
|
Washington Gas Light Company
|
|
|
|
|
|
|
|
|
Natural gas related derivatives
|
|
$(222.1)
|
|
Discounted Cash Flow
|
|
Natural Gas Basis Price
(per dekatherm)
|
|
($1.147) - $2.250
|
|
|
|
|
|
|
|
|
|
|
|
Net Fair Value
September 30, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WGL Holdings, Inc.
|
|
|
|
|
|
|
|
|
Natural gas related derivatives
|
|
$(309.7)
|
|
Discounted Cash Flow
|
|
Natural Gas Basis Price
(per dekatherm)
|
|
($1.441) - $3.580
|
|
|
|
|
Option Model
|
|
Natural Gas Basis Price
(per dekatherm)
|
|
($1.283) - $2.950
|
|
|
|
|
|
|
Annualized Volatility of Spot Market Natural Gas
|
|
22.5% - 867.0%
|
Electricity related derivatives
|
|
$(16.0)
|
|
Discounted Cash Flow
|
|
Electricity Congestion Price
(per megawatt hour)
|
|
($5.75) - $73.35
|
|
|
|
|
|
|
|
|
|
Washington Gas Light Company
|
|
|
|
|
|
|
|
|
Natural gas related derivatives
|
|
$(281.1)
|
|
Discounted Cash Flow
|
|
Natural Gas Basis Price
(per dekatherm)
|
|
($1.441) - $3.500
|
WGL Holdings, Inc.
Reconciliation of Fair Value Measurements Using Significant Level 3 Inputs
|
|||||||||||
(In millions)
|
Natural Gas
Related
Derivatives
|
|
Electricity
Related
Derivatives
|
|
Total
|
||||||
Three Months Ended December 31, 2015
|
|
|
|
|
|
||||||
Balance at October 1, 2015
|
$
|
(309.7
|
)
|
|
$
|
(16.0
|
)
|
|
$
|
(325.7
|
)
|
Realized and unrealized gains (losses)
|
|
|
|
|
|
||||||
Recorded to income
|
22.8
|
|
|
(22.3
|
)
|
|
0.5
|
|
|||
Recorded to regulatory assets—gas costs
|
29.6
|
|
|
—
|
|
|
29.6
|
|
|||
Transfers into Level 3
|
(0.9
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||
Transfers out of Level 3
|
8.9
|
|
|
—
|
|
|
8.9
|
|
|||
Purchases
|
—
|
|
|
6.4
|
|
|
6.4
|
|
|||
Settlements
|
5.7
|
|
|
7.5
|
|
|
13.2
|
|
|||
Balance at December 31, 2015
|
$
|
(243.6
|
)
|
|
$
|
(24.4
|
)
|
|
$
|
(268.0
|
)
|
Three Months Ended December 31, 2014
|
|
|
|
|
|
||||||
Balance at October 1, 2014
|
$
|
(294.7
|
)
|
|
$
|
(5.0
|
)
|
|
$
|
(299.7
|
)
|
Realized and unrealized gains (losses)
|
|
|
|
|
|
||||||
Recorded to income
|
20.3
|
|
|
(10.9
|
)
|
|
9.4
|
|
|||
Recorded to regulatory assets—gas costs
|
13.6
|
|
|
—
|
|
|
13.6
|
|
|||
Transfers out of Level 3
|
(1.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
|||
Purchases
|
—
|
|
|
3.2
|
|
|
3.2
|
|
|||
Settlements
|
9.9
|
|
|
1.2
|
|
|
11.1
|
|
|||
Balance at December 31, 2014
|
$
|
(252.6
|
)
|
|
$
|
(11.5
|
)
|
|
$
|
(264.1
|
)
|
Washington Gas Light Company
Reconciliation of Fair Value Measurements Using Significant Level 3 Inputs
|
|||
(In millions)
|
Natural Gas
Related
Derivatives
|
||
Three Months Ended December 31, 2015
|
|
||
Balance at October 1, 2015
|
$
|
(281.1
|
)
|
Realized and unrealized gains (losses)
|
|
||
Recorded to income
|
17.0
|
|
|
Recorded to regulatory assets—gas costs
|
29.6
|
|
|
Transfers into Level 3
|
(0.2
|
)
|
|
Transfers out of Level 3
|
8.8
|
|
|
Settlements
|
3.8
|
|
|
Balance at December 31, 2015
|
$
|
(222.1
|
)
|
Three Months Ended December 31, 2014
|
|
||
Balance at October 1, 2014
|
$
|
(270.6
|
)
|
Realized and unrealized gains (losses)
|
|
||
Recorded to income
|
14.7
|
|
|
Recorded to regulatory assets—gas costs
|
13.6
|
|
|
Transfers out of Level 3
|
(1.7
|
)
|
|
Settlements
|
9.2
|
|
|
Balance at December 31, 2014
|
$
|
(234.8
|
)
|
Washington Gas Light Company
Realized and Unrealized Gains (Losses) Recorded to Income for Level 3 Measurements
|
|||
(In millions)
|
Natural Gas
Related
Derivatives
|
||
Three Months Ended December 31, 2015
|
|
||
Utility cost of gas
|
$
|
17.0
|
|
Total
|
$
|
17.0
|
|
Three Months Ended December 31, 2014
|
|
||
Utility cost of gas
|
$
|
14.7
|
|
Total
|
$
|
14.7
|
|
WGL Holdings, Inc.
Unrealized Gains (Losses) Recorded for Level 3 Measurements
|
|||||||||||
(In millions)
|
Natural Gas
Related
Derivatives
|
|
Electricity
Related
Derivatives
|
|
Total
|
||||||
Three Months Ended December 31, 2015
|
|
|
|
|
|
||||||
Recorded to income
|
|
|
|
|
|
||||||
Operating revenues—non-utility
|
$
|
11.3
|
|
|
$
|
(5.0
|
)
|
|
$
|
6.3
|
|
Utility cost of gas
|
15.9
|
|
|
—
|
|
|
15.9
|
|
|||
Non-utility cost of energy-related sales
|
(4.4
|
)
|
|
(3.6
|
)
|
|
(8.0
|
)
|
|||
Recorded to regulatory assets—gas costs
|
27.0
|
|
|
—
|
|
|
27.0
|
|
|||
Total
|
$
|
49.8
|
|
|
$
|
(8.6
|
)
|
|
$
|
41.2
|
|
Three Months Ended December 31, 2014
|
|
|
|
|
|
||||||
Recorded to income
|
|
|
|
|
|
||||||
Operating revenues—non-utility
|
$
|
11.9
|
|
|
$
|
20.8
|
|
|
$
|
32.7
|
|
Utility cost of gas
|
14.8
|
|
|
—
|
|
|
14.8
|
|
|||
Non-utility cost of energy-related sales
|
(5.5
|
)
|
|
(27.1
|
)
|
|
(32.6
|
)
|
|||
Recorded to regulatory assets—gas costs
|
18.5
|
|
|
—
|
|
|
18.5
|
|
|||
Total
|
$
|
39.7
|
|
|
$
|
(6.3
|
)
|
|
$
|
33.4
|
|
Washington Gas Light Company
Unrealized Gains (Losses) Recorded for Level 3 Measurements
|
|||
(In millions)
|
Natural Gas
Related
Derivatives
|
||
Three Months Ended December 31, 2015
|
|
||
Recorded to income - utility cost of gas
|
$
|
15.9
|
|
Recorded to regulatory assets—gas costs
|
27.0
|
|
|
Total
|
$
|
42.9
|
|
Three Months Ended December 31, 2014
|
|
||
Recorded to income - utility cost of gas
|
$
|
14.8
|
|
Recorded to regulatory assets—gas costs
|
18.5
|
|
|
Total
|
$
|
33.3
|
|
Washington Gas Light Company Fair Value of Financial Instruments
|
|||||||||||||||
|
December 31, 2015
|
|
September 30, 2015
|
||||||||||||
(In millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Money market funds
(a)
|
$
|
5.7
|
|
|
$
|
5.7
|
|
|
$
|
4.3
|
|
|
$
|
4.3
|
|
Other short-term investments
(a)
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
|
$
|
0.4
|
|
Commercial paper
(b)
|
$
|
207.5
|
|
|
$
|
207.5
|
|
|
$
|
89.0
|
|
|
$
|
89.0
|
|
Long-term debt
(c)
|
$
|
697.2
|
|
|
$
|
789.3
|
|
|
$
|
695.9
|
|
|
$
|
811.9
|
|
(a)
|
Balance is located in cash and cash equivalents in the accompanying balance sheets. These amounts may be offset by outstanding checks.
|
(b)
|
Balance is located in notes payable in the accompanying balance sheets.
|
(c)
|
Less current maturities and unamortized discounts.
|
|
•
|
Regulated Utility
– The regulated utility segment is our core business. It consists of Washington Gas and Hampshire. Washington Gas provides regulated gas distribution services (including the sale and delivery of natural gas) to end use customers and natural gas transportation services to an unaffiliated natural gas distribution company in West Virginia under a Federal Energy Regulatory Commission (FERC) approved interstate transportation service operating agreement. Hampshire provides regulated interstate natural gas storage services to Washington Gas under a FERC approved interstate storage service tariff.
|
•
|
Retail Energy-Marketing
– The retail energy-marketing segment consists of WGL Energy Services, which sells natural gas and electricity directly to retail customers in competition with regulated utilities and unregulated gas and electricity marketers.
|
•
|
Commercial Energy Systems
– The commercial energy systems segment consists of WGL Energy Systems which provides clean and energy efficient solutions including commercial solar, energy efficiency and combined heat and power projects and other distributed generation solutions to government and commercial clients. In addition, this segment comprises the operations of WGSW, a holding company formed to invest in alternative energy assets.
|
•
|
Midstream Energy Services
– The midstream energy services segment consists of WGL Midstream, which engages in acquiring, investing in, managing and optimizing natural gas storage and transportation assets.
|
Operating Segment Financial Information
|
|||||||||||||||||||||||||||
(In thousands)
|
Operating Revenues
(a)
|
|
Depreciation and Amortization
|
|
Equity in
Earnings of Unconsolidated Affiliates |
|
EBIT
|
|
Total
Assets
|
|
Capital
Expenditures
|
|
Equity Method
Investments
|
||||||||||||||
Three Months Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Regulated utility
|
$
|
295,246
|
|
|
$
|
27,595
|
|
|
$
|
—
|
|
|
$
|
99,289
|
|
|
$
|
4,400,622
|
|
|
$
|
83,561
|
|
|
$
|
—
|
|
Retail energy-marketing
|
289,395
|
|
|
306
|
|
|
—
|
|
|
(567
|
)
|
|
482,780
|
|
|
430
|
|
|
—
|
|
|||||||
Commercial energy systems
|
15,622
|
|
|
3,481
|
|
|
394
|
|
|
943
|
|
|
729,312
|
|
|
17,022
|
|
|
62,618
|
|
|||||||
Midstream energy services
|
21,210
|
|
|
35
|
|
|
869
|
|
|
20,839
|
|
|
258,013
|
|
|
—
|
|
|
82,565
|
|
|||||||
Other activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(780
|
)
|
|
273,819
|
|
|
—
|
|
|
—
|
|
|||||||
Eliminations
(b)
|
(8,089
|
)
|
|
(5
|
)
|
|
—
|
|
|
27
|
|
|
(644,291
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total consolidated
|
$
|
613,384
|
|
|
$
|
31,412
|
|
|
$
|
1,263
|
|
|
$
|
119,751
|
|
|
$
|
5,500,255
|
|
|
$
|
101,013
|
|
|
$
|
145,183
|
|
Three Months Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Regulated utility
|
$
|
387,193
|
|
|
$
|
26,952
|
|
|
$
|
—
|
|
|
$
|
114,627
|
|
|
$
|
4,200,780
|
|
|
$
|
89,603
|
|
|
$
|
—
|
|
Retail energy-marketing
|
330,489
|
|
|
167
|
|
|
—
|
|
|
(15,895
|
)
|
|
436,204
|
|
|
34
|
|
|
—
|
|
|||||||
Commercial energy systems
|
9,539
|
|
|
2,235
|
|
|
577
|
|
|
259
|
|
|
544,682
|
|
|
43,317
|
|
|
66,100
|
|
|||||||
Midstream energy services
|
28,092
|
|
|
31
|
|
|
536
|
|
|
26,771
|
|
|
249,789
|
|
|
—
|
|
|
36,167
|
|
|||||||
Other activities
|
—
|
|
|
—
|
|
|
31
|
|
|
(7,099
|
)
|
|
409,123
|
|
|
—
|
|
|
48
|
|
|||||||
Eliminations
(b)
|
(6,076
|
)
|
|
(25
|
)
|
|
—
|
|
|
(32
|
)
|
|
(692,486
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total consolidated
|
$
|
749,237
|
|
|
$
|
29,360
|
|
|
$
|
1,144
|
|
|
$
|
118,631
|
|
|
$
|
5,148,092
|
|
|
$
|
132,954
|
|
|
$
|
102,315
|
|
|
Three Months Ended December 31,
|
||||||
(In thousands)
|
2015
|
|
2014
|
||||
Total consolidated EBIT
|
$
|
119,751
|
|
|
$
|
118,631
|
|
Interest expense
|
12,760
|
|
|
12,310
|
|
||
Income before income taxes
|
106,991
|
|
|
106,321
|
|
||
Income tax expense
|
38,490
|
|
|
42,103
|
|
||
Net income
|
68,501
|
|
|
64,218
|
|
||
Dividends on Washington Gas Light Company preferred stock
|
330
|
|
|
330
|
|
||
Net income applicable to common stock
|
$
|
68,171
|
|
|
$
|
63,888
|
|
|
•
|
Meade,
|
•
|
SunEdison,
|
•
|
Nextility, and
|
•
|
ASD.
|
WGL Holdings, Inc.
Balance Sheet Location of Other Investments
|
|||||||||||
As of December 31, 2015
(in millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Assets
|
|
|
|
|
|
||||||
Investments in unconsolidated affiliates
|
$
|
98.9
|
|
|
$
|
46.3
|
|
|
$
|
145.2
|
|
Investments in direct financing leases, capital leases
|
34.8
|
|
|
—
|
|
|
34.8
|
|
|||
Accounts receivable
|
1.7
|
|
|
4.2
|
|
(a)
|
5.9
|
|
|||
Total assets
|
$
|
135.4
|
|
|
$
|
50.5
|
|
|
$
|
185.9
|
|
As of September 30, 2015
(in millions)
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Investments in unconsolidated affiliates
|
$
|
94.0
|
|
|
$
|
42.9
|
|
|
$
|
136.9
|
|
Investments in direct financing leases, capital leases
|
35.2
|
|
|
—
|
|
|
35.2
|
|
|||
Accounts receivable
|
2.0
|
|
|
4.2
|
|
(a)
|
6.2
|
|
|||
Total assets
|
$
|
131.2
|
|
|
$
|
47.1
|
|
|
$
|
178.3
|
|
WGL Holdings, Inc.
Income Statement Location of Other Investments
|
|||||||||||
(In millions)
|
VIEs
|
|
Non-VIEs
|
|
Total
|
||||||
Three Months Ended December 31, 2015
|
|
||||||||||
Equity in earnings of unconsolidated affiliates
|
$
|
0.4
|
|
|
$
|
0.9
|
|
|
$
|
1.3
|
|
Depreciation and amortization
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Other income—net
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||
Net income
|
$
|
1.2
|
|
|
$
|
0.9
|
|
|
$
|
2.1
|
|
Three Months Ended December 31, 2014
|
|
||||||||||
Equity in earnings of unconsolidated affiliates
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
$
|
1.1
|
|
Depreciation and amortization
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
Other income (expenses)—net
|
0.6
|
|
|
(5.6
|
)
|
|
(5.0
|
)
|
|||
Net income (loss)
|
$
|
1.1
|
|
|
$
|
(5.1
|
)
|
|
$
|
(4.0
|
)
|
|
Washington Gas - Gas Balancing Service Charges
|
|||||||
|
Three Months Ended December 31,
|
||||||
(In millions)
|
2015
|
|
2014
|
||||
Gas balancing service charge
|
$
|
7.1
|
|
|
$
|
5.5
|
|
|
|
Components of Net Periodic Benefit Costs (Income)
|
|||||||||||||||
|
Three Months Ended December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
(In millions)
|
Pension
Benefits
|
|
Health and
Life Benefits
|
|
Pension
Benefits
|
|
Health and
Life Benefits
|
||||||||
Service cost
|
$
|
3.5
|
|
|
$
|
1.1
|
|
|
$
|
3.9
|
|
|
$
|
1.7
|
|
Interest cost
|
10.3
|
|
|
3.3
|
|
|
9.8
|
|
|
3.7
|
|
||||
Expected return on plan assets
|
(10.2
|
)
|
|
(5.1
|
)
|
|
(11.2
|
)
|
|
(5.2
|
)
|
||||
Amortization of prior service cost (credit)
|
0.1
|
|
|
(4.4
|
)
|
|
0.1
|
|
|
(3.8
|
)
|
||||
Amortization of net actuarial loss
|
4.2
|
|
|
0.3
|
|
|
4.7
|
|
|
1.1
|
|
||||
Net periodic benefit cost (income)
|
7.9
|
|
|
(4.8
|
)
|
|
7.3
|
|
|
(2.5
|
)
|
||||
Amount allocated to construction projects
|
(1.3
|
)
|
|
1.0
|
|
|
(1.1
|
)
|
|
0.5
|
|
||||
Amount deferred as regulatory asset/liability
—
net
|
1.8
|
|
|
(0.1
|
)
|
|
1.8
|
|
|
(0.1
|
)
|
||||
Amount charged (credited) to expense
|
$
|
8.4
|
|
|
$
|
(3.9
|
)
|
|
$
|
8.0
|
|
|
$
|
(2.1
|
)
|
|
WGL Holdings, Inc.
Changes in Accumulated Other Comprehensive Income (Loss) by Component
|
|||||||
(In thousands)
|
Three Months Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Beginning Balance
|
$
|
(14,236
|
)
|
|
$
|
(7,961
|
)
|
Qualified cash flow hedging instruments
(a)
|
1,084
|
|
|
(8,265
|
)
|
||
Amortization of net prior service credit
(b)
|
(214
|
)
|
|
(171
|
)
|
||
Amortization of net actuarial loss
(b)
|
419
|
|
|
484
|
|
||
Current-period other comprehensive income (loss)
|
1,289
|
|
|
(7,952
|
)
|
||
Income tax expense (benefit) related to other comprehensive income (loss)
|
531
|
|
|
(3,947
|
)
|
||
Ending Balance
|
$
|
(13,478
|
)
|
|
$
|
(11,966
|
)
|
(a)
|
Cash flow hedging instruments represent interest rate swap agreements related to debt issuances. Refer to Note 8- Derivative and Weather-related Instruments for further discussion of the interest rate swap agreements.
|
(b)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit cost. Refer to Note 14- Pension and other post-retirement benefit plans for additional details.
|
Washington Gas Light Company
Changes in Accumulated Other Comprehensive Income (Loss) by Component
|
|||||||
(In thousands)
|
Three Months Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Beginning Balance
|
$
|
(6,712
|
)
|
|
$
|
(6,413
|
)
|
Amortization of net prior service credit
(a)
|
(214
|
)
|
|
(171
|
)
|
||
Amortization of net actuarial loss
(a)
|
419
|
|
|
484
|
|
||
Current-period other comprehensive income
|
205
|
|
|
313
|
|
||
Income tax expense related to other comprehensive income
|
81
|
|
|
124
|
|
||
Ending Balance
|
$
|
(6,588
|
)
|
|
$
|
(6,224
|
)
|
(a)
|
These accumulated other comprehensive income (loss) components are included in the computation of net periodic benefit cost. Refer to Note 14-Pension and other post-retirement benefit plans for additional details.
|
•
|
WGL
—This section describes the financial condition and results of operations of WGL Holdings, Inc. and its subsidiaries on a consolidated basis. It includes discussions of our regulated operations, including Washington Gas and Hampshire Gas Company (Hampshire), and our non-utility operations.
|
•
|
Washington Gas
—This section describes the financial condition and results of operations of Washington Gas, a subsidiary of WGL, which comprises the majority of the regulated utility segment.
|
•
|
regulated utility;
|
•
|
retail energy-marketing;
|
•
|
commercial energy systems and
|
•
|
midstream energy services.
|
•
|
accounting for unbilled revenue;
|
•
|
accounting for regulatory operations — regulatory assets and liabilities;
|
•
|
accounting for income taxes;
|
•
|
accounting for contingencies;
|
•
|
accounting for derivatives;
|
•
|
accounting for fair value instruments;
|
•
|
accounting for investments; and
|
•
|
accounting for pension and other post-retirement benefit plans.
|
Regulated Utility Financial Data
|
|||||||||||
|
Three Months Ended December 31,
|
|
Increase/
|
||||||||
(In millions)
|
2015
|
|
2014
|
|
(Decrease)
|
||||||
Utility net revenues
(1)
:
|
|
|
|
|
|
||||||
Operating revenues
|
$
|
295.2
|
|
|
$
|
387.2
|
|
|
$
|
(92.0
|
)
|
Less: Cost of gas
|
57.1
|
|
|
135.2
|
|
|
(78.1
|
)
|
|||
Revenue taxes
|
19.2
|
|
|
23.6
|
|
|
(4.4
|
)
|
|||
Total utility net revenues
|
218.9
|
|
|
228.4
|
|
|
(9.5
|
)
|
|||
Operation and maintenance
|
78.3
|
|
|
74.1
|
|
|
4.2
|
|
|||
Depreciation and amortization
|
27.6
|
|
|
26.9
|
|
|
0.7
|
|
|||
General taxes and other assessments
|
13.5
|
|
|
12.3
|
|
|
1.2
|
|
|||
Other expenses—net
|
0.2
|
|
|
0.5
|
|
|
(0.3
|
)
|
|||
EBIT
|
$
|
99.3
|
|
|
$
|
114.6
|
|
|
$
|
(15.3
|
)
|
(1)
|
We utilize
utility net revenues, calculated as revenues less the associated cost of energy and applicable revenue taxes,
to
assist in the analysis of
profitability
for the regulated utility segment. The cost of the natural gas commodity and revenue taxes are generally included in the rates that Washington Gas charges to customers as reflected in operating revenues. Accordingly, changes in the cost of gas and revenue taxes associated with sales made to customers generally have no direct effect on utility net revenues, operating income or net income.
Utility net revenues should not be considered an alternative, or a more meaningful indicator of our operating performance than operating income. Additionally, utility net revenues may not be comparable to similarly titled measures of other companies.
|
•
|
lower revenues attributed to warmer weather and unfavorable effects of changes in natural gas consumption patterns in the District of Columbia;
|
•
|
lower unrealized mark-to-market valuations associated with our asset optimization program;
|
•
|
a decrease in the recovery of carrying costs on lower average storage gas inventory balances and
|
•
|
higher operation and maintenance expenses.
|
•
|
higher revenue related to growth of 12,500 average customer meters;
|
•
|
rate recovery related to the accelerated pipe replacement programs and
|
•
|
higher realized margins associated with our asset optimization program.
|
Composition of Changes in Utility Net Revenues
|
|||
(In millions)
|
Increase/
(Decrease)
|
||
Customer growth
|
$
|
1.4
|
|
Estimated effects of weather and consumption patterns
|
(6.8
|
)
|
|
Accelerated pipe replacement programs
|
2.5
|
|
|
Storage carrying costs
|
(1.6
|
)
|
|
Asset optimization:
|
|
||
Realized margins
|
1.4
|
|
|
Unrealized mark-to-market valuations
|
(5.7
|
)
|
|
Other
|
(0.7
|
)
|
|
Total
|
$
|
(9.5
|
)
|
Composition of Changes in Operation and Maintenance Expenses
|
|||
(In millions)
|
Increase/
(Decrease)
|
||
Employee incentives and direct labor costs
|
$
|
2.1
|
|
System safety and integrity
|
1.5
|
|
|
Support services
|
1.4
|
|
|
Other
|
(0.8
|
)
|
|
Total
|
$
|
4.2
|
|
Retail Energy-Marketing Financial and Statistical Data
|
|||||||||||
|
Three Months Ended
December 31, |
|
Increase /
|
||||||||
(In millions, other than statistics)
|
2015
|
|
2014
|
|
(Decrease)
|
||||||
Operating Results
|
|
|
|
|
|
||||||
Gross margins
(1)
:
|
|
|
|
|
|
||||||
Operating revenues
|
$
|
289.4
|
|
|
$
|
330.5
|
|
|
$
|
(41.1
|
)
|
Less: Cost of energy
|
275.0
|
|
|
332.1
|
|
|
(57.1
|
)
|
|||
Revenue taxes
|
2.4
|
|
|
2.0
|
|
|
0.4
|
|
|||
Total gross margins
|
12.0
|
|
|
(3.6
|
)
|
|
15.6
|
|
|||
Operation expenses
|
11.1
|
|
|
11.0
|
|
|
0.1
|
|
|||
Depreciation and amortization
|
0.3
|
|
|
0.2
|
|
|
0.1
|
|
|||
General taxes and other assessments
|
1.2
|
|
|
1.2
|
|
|
—
|
|
|||
Other income — net
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||
EBIT
|
(0.5
|
)
|
|
(16.0
|
)
|
|
15.5
|
|
|||
Analysis of gross margins
|
|
|
|
|
|
||||||
Natural gas
|
|
|
|
|
|
||||||
Realized margins
|
$
|
10.4
|
|
|
$
|
7.8
|
|
|
$
|
2.6
|
|
Unrealized mark-to-market losses
|
(4.3
|
)
|
|
(20.2
|
)
|
|
15.9
|
|
|||
Total gross margins—natural gas
|
6.1
|
|
|
(12.4
|
)
|
|
18.5
|
|
|||
Electricity
|
|
|
|
|
|
||||||
Realized margins
|
7.4
|
|
|
13.4
|
|
|
(6.0
|
)
|
|||
Unrealized mark-to-market losses
|
(1.5
|
)
|
|
(4.6
|
)
|
|
3.1
|
|
|||
Total gross margins—electricity
|
5.9
|
|
|
8.8
|
|
|
(2.9
|
)
|
|||
Total gross margins
|
$
|
12.0
|
|
|
$
|
(3.6
|
)
|
|
$
|
15.6
|
|
Other Retail Energy-Marketing Statistics
|
|
|
|
|
|
||||||
Natural gas
|
|
|
|
|
|
||||||
Therm sales
(millions of therms)
|
189.5
|
|
|
201.1
|
|
|
(11.6
|
)
|
|||
Number of customers
(end of period)
|
141,300
|
|
|
153,400
|
|
|
(12,100
|
)
|
|||
Electricity
|
|
|
|
|
|
||||||
Electricity sales
(millions of kWhs)
|
2,926.4
|
|
|
2,668.5
|
|
|
257.9
|
|
|||
Number of accounts
(end of period)
|
135,000
|
|
|
156,600
|
|
|
(21,600
|
)
|
(1)
|
We utilize gross margins to assist with the analysis of profitability for the retail energy-marketing segment. Gross margins are calculated as revenues less the associated cost of energy and applicable revenue taxes. We consider gross margins to be a better reflection of performance than gross revenues or gross energy costs for our retail energy-marketing segment because gross margins are a direct measure of the success of our core strategy for the sale of natural gas and electricity. Gross margins should not be considered an alternative, or a more meaningful indicator of our operating performance than operating income. Additionally, gross margins may not be comparable to similarly titled measures of other companies.
|
Commercial Energy Systems Segment Financial Information
|
|||||||||||
|
Three Months Ended December 31,
|
|
Increase
|
||||||||
(In millions)
|
2015
|
|
2014
|
|
(Decrease)
|
||||||
Operating revenues
|
$
|
15.6
|
|
|
$
|
9.5
|
|
|
$
|
6.1
|
|
Operating expenses:
|
|
|
|
|
|
|
|||||
Cost of sales
|
$
|
8.5
|
|
|
$
|
5.3
|
|
|
$
|
3.2
|
|
Operations
|
4.1
|
|
|
2.8
|
|
|
1.3
|
|
|||
Depreciation and amortization
|
3.5
|
|
|
2.2
|
|
|
1.3
|
|
|||
General taxes and other assessments
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||
Operating expenses
|
$
|
16.2
|
|
|
$
|
10.4
|
|
|
$
|
5.8
|
|
Equity earnings
|
0.4
|
|
|
0.6
|
|
|
(0.2
|
)
|
|||
Other income
|
1.1
|
|
|
0.6
|
|
|
0.5
|
|
|||
EBIT
|
$
|
0.9
|
|
|
$
|
0.3
|
|
|
$
|
0.6
|
|
EBIT by division:
|
|
|
|
|
|
||||||
Energy-efficiency contracting
|
$
|
0.8
|
|
|
$
|
0.2
|
|
|
$
|
0.6
|
|
Commercial distributed generation
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|||
Investments in distributed generation
|
0.5
|
|
|
0.4
|
|
|
0.1
|
|
|||
Total
|
$
|
0.9
|
|
|
$
|
0.3
|
|
|
$
|
0.6
|
|
Midstream Energy Services Segment Financial Information
|
|||||||||||
|
Three Months Ended
December 31, |
|
Increase
|
||||||||
(In millions)
|
2015
|
|
2014
|
|
(Decrease)
|
||||||
Operating revenues
(a)
|
$
|
21.2
|
|
|
$
|
28.1
|
|
|
$
|
(6.9
|
)
|
Operating expenses:
|
|
|
|
|
|
|
|||||
Operations
|
$
|
1.1
|
|
|
$
|
1.6
|
|
|
$
|
(0.5
|
)
|
General taxes and other assessments
|
0.2
|
|
|
0.3
|
|
|
(0.1
|
)
|
|||
Operating expenses
|
$
|
1.3
|
|
|
$
|
1.9
|
|
|
$
|
(0.6
|
)
|
Equity earnings
|
0.9
|
|
|
0.6
|
|
|
0.3
|
|
|||
EBIT
|
$
|
20.8
|
|
|
$
|
26.8
|
|
|
$
|
(6.0
|
)
|
Consolidated Income Taxes
|
|||||||||||
|
Three Months Ended
December 31, |
|
Increase/
|
||||||||
(In millions)
|
2015
|
|
2014
|
|
(Decrease)
|
||||||
Income before income taxes
|
$
|
107.0
|
|
|
$
|
106.3
|
|
|
$
|
0.7
|
|
Income tax expense
|
$
|
38.5
|
|
|
$
|
42.1
|
|
|
$
|
(3.6
|
)
|
Effective income tax rate
|
36.0
|
%
|
|
39.6
|
%
|
|
(3.6
|
)%
|
|
Projected
|
|||||||||||||||||
(In millions)
|
2016
|
2017
|
2018
|
2019
|
2020
|
Total
|
||||||||||||
New business
(a)
|
$
|
104.8
|
|
$
|
130.5
|
|
$
|
151.0
|
|
$
|
169.7
|
|
$
|
184.0
|
|
$
|
740.0
|
|
Replacements:
|
|
|
|
|
|
|
||||||||||||
Regulatory plans
(b)
|
112.1
|
|
125.0
|
|
126.9
|
|
134.2
|
|
151.6
|
|
649.8
|
|
||||||
Other
|
57.3
|
|
47.6
|
|
44.2
|
|
43.2
|
|
43.5
|
|
235.8
|
|
||||||
Customer information system
|
38.7
|
|
15.1
|
|
—
|
|
—
|
|
—
|
|
53.8
|
|
||||||
Other utility
|
50.3
|
|
48.5
|
|
58.6
|
|
48.2
|
|
56.1
|
|
261.7
|
|
||||||
Total utility
(c)
|
363.2
|
|
366.7
|
|
380.7
|
|
395.3
|
|
435.2
|
|
1,941.1
|
|
||||||
Pipeline investments
(d)
|
207.1
|
|
373.5
|
|
168.5
|
|
1.8
|
|
—
|
|
750.9
|
|
||||||
Distributed generation
|
200.1
|
|
100.1
|
|
100.1
|
|
100.1
|
|
100.1
|
|
600.5
|
|
||||||
Other non-utility
|
10.4
|
|
0.4
|
|
0.1
|
|
0.1
|
|
0.1
|
|
11.1
|
|
||||||
Total investments
|
$
|
780.8
|
|
$
|
840.7
|
|
$
|
649.4
|
|
$
|
497.3
|
|
$
|
535.4
|
|
$
|
3,303.6
|
|
Credit Exposure to Wholesale Counterparties
(In millions)
|
||||||||||||||||||
Rating
(a)
|
Exposure
Before Credit
Collateral
(b)
|
|
Offsetting Credit
Collateral Held
(c)
|
|
Net
Exposure
|
|
Number of
Counterparties
Greater Than
10%
(d)
|
|
Net Exposure of
Counterparties
Greater Than 10%
|
|||||||||
Washington Gas
|
|
|
|
|
|
|
|
|
|
|||||||||
Investment Grade
|
$
|
31.8
|
|
|
$
|
0.5
|
|
|
$
|
31.3
|
|
|
2
|
|
|
$
|
19.1
|
|
Non-Investment Grade
|
0.2
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
No External Ratings
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
||||
WGL Energy Services
|
|
|
|
|
|
|
|
|
|
|||||||||
Investment Grade
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
2
|
|
|
$
|
0.7
|
|
Non-Investment Grade
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
No External Ratings
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
1
|
|
|
0.3
|
|
||||
WGL Midstream
|
|
|
|
|
|
|
|
|
|
|||||||||
Investment Grade
|
$
|
29.9
|
|
|
$
|
—
|
|
|
$
|
29.9
|
|
|
1
|
|
|
$
|
13.5
|
|
Non-Investment Grade
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
No External Ratings
|
4.4
|
|
|
0.3
|
|
|
4.1
|
|
|
—
|
|
|
—
|
|
(a)
|
Investment Grade is primarily determined using publicly available credit ratings of the counter-party. If the counter party has provided a guarantee by a higher-rated entity (e.g., its parent), it is determined based upon the rating of it guarantor. Included in “Investment Grade” are counterparties with a minimum Standard & Poor’s or Moody’s Investor Service rating of BBB- or Baa3, respectively.
|
(b)
|
Includes the net of all open positions on energy-related derivatives subject to mark-to-market accounting requirements and the net receivable/payable for the realized transactions. Amounts due from counterparties are offset by liabilities payable to those counterparties to the extent that contractual netting arrangements are in place.
|
(c)
|
Represents cash deposits and letters of credit received from counterparties, not adjusted for probability of default.
|
(d)
|
Using a percentage of the net exposure.
|
Regulated Utility Segment
Roll Forward of Energy-Related Derivatives
|
|||
(In millions)
|
|
||
Net assets (liabilities) at September 30, 2015
|
$
|
(285.8
|
)
|
Recorded to income
|
21.4
|
|
|
Recorded to regulatory assets/liabilities
|
34.8
|
|
|
Realized net settlement of derivatives
|
(4.4
|
)
|
|
Net assets (liabilities) at December 31, 2015
|
$
|
(234.0
|
)
|
Retail Energy-Marketing Segment
Changes in Fair Value of Energy-Related Derivatives
|
|||
(In millions)
|
|
||
Net assets (liabilities) at September 30, 2015
|
$
|
(30.0
|
)
|
Net fair value of contracts entered into during the period
|
0.5
|
|
|
Other changes in net fair value
|
(12.4
|
)
|
|
Realized net settlement of derivatives
|
(0.6
|
)
|
|
Net assets (liabilities) at December 31, 2015
|
$
|
(42.5
|
)
|
Retail Energy-Marketing Segment
Roll Forward of Energy-Related Derivatives
|
|||
(In millions)
|
|
||
Net assets (liabilities) at September 30, 2015
|
$
|
(30.0
|
)
|
Recorded to income
|
(5.3
|
)
|
|
Recorded to accounts payable
|
(6.6
|
)
|
|
Realized net settlement of derivatives
|
(0.6
|
)
|
|
Net assets (liabilities) at December 31, 2015
|
$
|
(42.5
|
)
|
Retail Energy-Marketing Segment
Maturity of Net Assets (Liabilities) Associated with our Energy-Related Derivatives
|
|
|
|||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||
(In millions)
|
Remainder of 2016
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
Thereafter
|
|
Total
|
||||||||||||||
Level 1 — Quoted prices in active markets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 2 — Significant other observable inputs
|
(11.6
|
)
|
|
(3.5
|
)
|
|
(1.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(16.5
|
)
|
|||||||
Level 3 — Significant unobservable inputs
|
(9.6
|
)
|
|
(14.1
|
)
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.0
|
)
|
|||||||
Total net assets (liabilities) associated with our energy-related derivatives
|
$
|
(21.2
|
)
|
|
$
|
(17.6
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(42.5
|
)
|
Midstream Energy Services Segment
Changes in Fair Value of Energy-Related Derivatives
|
|||
(In millions)
|
|
||
Net assets (liabilities) at September 30, 2015
|
$
|
(21.8
|
)
|
Net fair value of contracts entered into during the period
|
10.9
|
|
|
Other changes in net fair value
|
27.6
|
|
|
Realized net settlement of derivatives
|
(39.5
|
)
|
|
Net assets (liabilities) at December 31, 2015
|
$
|
(22.8
|
)
|
Midstream Energy Services Segment
Roll Forward of Energy-Related Derivatives
|
|||
(In millions)
|
|
||
Net assets (liabilities) at September 30, 2015
|
$
|
(21.8
|
)
|
Recorded to income
|
38.5
|
|
|
Realized net settlement of derivatives
|
(39.5
|
)
|
|
Net assets (liabilities) at December 31, 2015
|
$
|
(22.8
|
)
|
Gas Deliveries, Weather and Meter Statistics
|
||||||||
|
Three Months Ended December 31,
|
|
Increase/
|
|||||
|
2015
|
|
2014
|
|
(Decrease)
|
|||
Gas Sales and Deliveries
(millions of therms)
|
|
|
|
|
|
|||
Firm
|
|
|
|
|
|
|||
Gas sold and delivered
|
197.9
|
|
|
276.2
|
|
|
(78.3
|
)
|
Gas delivered for others
|
133.3
|
|
|
160.0
|
|
|
(26.7
|
)
|
Total firm
|
331.2
|
|
|
436.2
|
|
|
(105.0
|
)
|
Interruptible
|
|
|
|
|
|
|||
Gas sold and delivered
|
0.7
|
|
|
1.0
|
|
|
(0.3
|
)
|
Gas delivered for others
|
62.5
|
|
|
77.7
|
|
|
(15.2
|
)
|
Total interruptible
|
63.2
|
|
|
78.7
|
|
|
(15.5
|
)
|
Electric generation—delivered for others
|
43.2
|
|
|
26.3
|
|
|
16.9
|
|
Total deliveries
|
437.6
|
|
|
541.2
|
|
|
(103.6
|
)
|
Degree Days
|
|
|
|
|
|
|||
Actual
|
956
|
|
|
1,255
|
|
|
(299
|
)
|
Normal
|
1,331
|
|
|
1,343
|
|
|
(12
|
)
|
Percent colder (warmer) than normal
|
(28.2
|
)%
|
|
(6.6
|
)%
|
|
n/a
|
|
Average active customer meters
|
1,135,700
|
|
|
1,123,200
|
|
|
12,500
|
|
New customer meters added
|
3,833
|
|
|
4,251
|
|
|
(418
|
)
|
Composition of Interest Expense
|
|||||||||||
|
Three Months Ended December 31,
|
|
Increase/
|
||||||||
(In millions)
|
2015
|
|
2014
|
|
(Decrease)
|
||||||
Interest on long-term debt
|
$
|
10.3
|
|
|
$
|
10.1
|
|
|
$
|
0.2
|
|
Allowance for funds used during construction and other- net
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|||
Total
|
$
|
10.3
|
|
|
$
|
10.3
|
|
|
$
|
—
|
|
Income Taxes
|
|||||||||||
|
Three Months Ended December 31,
|
|
Increase/
|
||||||||
(In millions)
|
2015
|
|
2014
|
|
(Decrease)
|
||||||
Income before income taxes
|
$
|
88.4
|
|
|
$
|
103.9
|
|
|
$
|
(15.5
|
)
|
Income tax expense
|
$
|
33.8
|
|
|
$
|
39.0
|
|
|
$
|
(5.2
|
)
|
Effective income tax rate
|
38.2
|
%
|
|
37.5
|
%
|
|
0.7
|
%
|
•
|
Price Risk Related to the Regulated Utility Segment
|
•
|
Price Risk Related to the Non-Utility Segments
|
•
|
Value-At-Risk
|
•
|
Weather Risk
|
•
|
Interest-Rate Risk
|
•
|
The FY 2016 grants include three components instead of one component. In recent years, performance shares and performance units were based solely on our total shareholder return compared to a peer group ("relative TSR") for the performance period. For FY 2016:
|
◦
|
50% of performance shares are based on whether our earnings per share (subject to certain non-GAAP adjustments) exceed our dividends per share for the performance period; and
|
◦
|
50% of performance units are based the level of our return on equity ratio for the performance period, which is computed by dividing return on equity (subject to certain non-GAAP adjustments) by the weighted average utility ROE authorized by our three regulatory commissions in Maryland, Virginia and the District of Columbia.
|
•
|
Dividends will accrue on performance shares for record dates during the performance period and through the date that vested performance shares are paid out. No dividends will be paid with respect to performance shares that do not vest.
|
•
|
Under certain circumstances, a participant who retires prior to the end of the performance period will be eligible for payment of a pro rata portion (based on the number of full months in the performance period during which the participant was employed) of performance shares and performance units that are actually earned.
|
Schedule/
Exhibit
|
|
Description
|
(a)(3)
|
|
Exhibits
|
|
|
|
|
|
Exhibits Filed Herewith:
|
|
|
|
10.1
|
|
Form of Performance Unit Award Agreement (Total Shareholder Return).
|
|
|
|
10.2
|
|
Form of Performance Unit Award Agreement (Return on Equity).
|
|
|
|
10.3
|
|
Form of Performance Share Award Agreement (Total Shareholder Return).
|
|
|
|
10.4
|
|
Form of Performance Share Award Agreement (Dividend Coverage).
|
|
|
|
31.1
|
|
Certification of Terry D. McCallister, 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 Vincent L. Ammann, Jr., the Senior 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 Terry D. McCallister, 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 Vincent L. Ammann, Jr., the Senior 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 Terry D. McCallister, the Chairman and Chief Executive Officer, and Vincent L. Ammann, Jr., the Senior Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
99.1
|
|
Amendment 2015-1 to the WGL Holdings, Inc. and Washington Gas Light Company Change in Control Severance Plan for Certain Executives (as amended), dated November 12, 2015.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Schema Document
|
|
|
|
101.CAL
|
|
XBRL Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WGL HOLDINGS, INC.
and
WASHINGTON GAS LIGHT COMPANY (Co-registrants)
|
|
|
|
|
Date: February 5, 2016
|
/s/ William R. Ford
|
|
|
William R. Ford
|
|
|
Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
|
•
|
Peer group subject to adjustment to recognize major corporate transactions or events, in the Committee’s sole discretion.
|
•
|
Peer group subject to adjustment to recognize major corporate transactions or events, in the Committee’s sole discretion.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of WGL Holdings, Inc.;
|
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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
/s/ Terry D. McCallister
|
|
Terry D. McCallister
|
|
Chairman and Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of WGL Holdings, Inc.;
|
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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
/s/ Vincent L. Ammann, Jr.
|
|
Vincent L. Ammann, Jr.
|
|
Senior Vice President and Chief Financial Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of 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 registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
|
/s/ Terry D. McCallister
|
|
Terry D. McCallister
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Chairman and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of Washington Gas Light Company;
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2.
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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;
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3.
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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;
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4.
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The registrant’s 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:
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a)
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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;
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b)
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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;
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c)
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Evaluated the effectiveness of the registrant’s 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
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
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a)
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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 registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Vincent L. Ammann, Jr.
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Vincent L. Ammann, Jr.
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Senior Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.
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/s/ Terry D. McCallister
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Terry D. McCallister
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Chairman and Chief Executive Officer
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/s/ Vincent L. Ammann, Jr.
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Vincent L. Ammann, Jr.
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Senior Vice President and Chief Financial Officer
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