þ
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Commission
File Number
|
|
Exact name of registrant as specified in its charter and
address of principal executive offices and telephone number
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State or Other Jurisdiction of
Incorporation
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I.R.S.
Employer Identification No.
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0-55968
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WGL Holdings, Inc.
1000 Maine Ave., S.W.
Washington, D.C. 20024
(703) 750-2000
|
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Virginia
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52-2210912
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0-49807
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|
Washington Gas Light Company
1000 Maine Ave., S.W.
Washington, D.C. 20024
(703) 750-4440
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District of
Columbia
and Virginia
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53-0162882
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
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Title of each class
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WGL Holdings, common stock, no par value
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Washington Gas Light Company preferred stock,
|
cumulative, without par value:
|
$4.25 Series
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$4.80 Series
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$5.00 Series
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WGL Holdings, Inc.
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|
Yes
[ ]
No
[
ü
]
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Washington Gas Light Company
|
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Yes
[ ]
No
[
ü
]
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Large Accelerated Filer
o
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Accelerated Filer
o
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Non-Accelerated Filer
[
ü
]
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company)
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Emerging growth company
o
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Large Accelerated Filer
o
|
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Accelerated Filer
o
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|
Non-Accelerated Filer
[
ü
]
|
|
Smaller Reporting Company
o
|
|
|
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|
(Do not check if a smaller reporting company)
|
|
|
Emerging growth company
o
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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Item 16.
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||
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•
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the inability to meet commitments under various orders and agreements associated with regulatory approvals for the merger could have a detrimental impact on WGL’s business, financial condition, operating results and prospects;
|
•
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the inability to successfully be integrated into the operations of AltaGas following the merger with AltaGas and realize anticipated benefits;
|
•
|
changes in
WGL's or AltaGas'
credit ratings and disruptions in credit market conditions or other factors that may affect our access to and cost of capital;
|
•
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the effect of the consummation of the merger on the ability of WGL to retain customers and retain and hire key personnel;
|
•
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the effect of the consummation of the merger on the ability of WGL to maintain relationships with its suppliers;
|
•
|
potential litigation in connection with the merger;
|
•
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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;
|
•
|
the outcome of new and existing matters before courts, regulators, government agencies or arbitrators, including those relating to our purchase of natural gas under the Antero gas supply contracts, and the August 2016 explosion and fire at an apartment complex in Silver Spring, Maryland;
|
•
|
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;
|
•
|
the loss of certain
s
ervices provided by AltaGas;
|
•
|
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;
|
•
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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;
|
•
|
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, including the competitiveness of WGL Energy Systems, Inc. in securing future assets to continue its growth;
|
•
|
legislative, regulatory and judicial mandates or decisions affecting our business operations, including interpretations of the Tax Cuts and Jobs Act (Tax Act);
|
•
|
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;
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•
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changes in accounting principles and the effect of accounting pronouncements issued periodically by accounting standard-setting bodies;
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•
|
our ability to manage the outsourcing of several business processes;
|
•
|
strikes or work stoppages by unionized employees;
|
•
|
acts of nature and catastrophic events, including terrorist acts;
|
•
|
decisions made by management and co-investors in non-controlled investees; and
|
•
|
changes in AltaGas’ strategy, relationship with us or
performance.
|
|
|
Active Customer Meters and Therms Delivered by Jurisdiction
|
|||||||||||
Jurisdiction
|
Active Customer
Meters as of
September 30, 2018
|
|
Millions of Therms
Delivered
Fiscal Year Ended
September 30, 2018
|
|
Active Customer
Meters as of
September 30, 2017
|
|
Millions of Therms
Delivered
Fiscal Year Ended
September 30, 2017
|
||||
|
|
|
|
|
|
|
|
||||
District of Columbia
|
163,516
|
|
|
298.4
|
|
|
161,990
|
|
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270.6
|
|
Maryland
|
485,619
|
|
|
914.7
|
|
|
478,004
|
|
|
742.8
|
|
Virginia
|
528,841
|
|
|
673.8
|
|
|
523,661
|
|
|
589.1
|
|
Total
|
1,177,976
|
|
|
1,886.9
|
|
|
1,163,655
|
|
|
1,602.5
|
|
Sources of Delivery for Annual Sendout
|
|||||||||
(In millions of therms)
|
|
Fiscal Year
|
|||||||
Sources of Delivery
|
|
Actual
2017
|
|
Actual
2018
|
|
Projected
2019
(a)
|
|||
Firm Transportation
|
|
513
|
|
|
643
|
|
|
587
|
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Transportation Storage
|
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398
|
|
|
501
|
|
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390
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Hampshire Storage, Company-Owned Propane-Air Plants, and other Peak-Shaving Resources
|
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29
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|
|
45
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|
|
29
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|
Unregulated Third-Party Marketers
|
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783
|
|
|
845
|
|
|
861
|
|
Total
|
|
1,723
|
|
|
2,034
|
|
|
1,867
|
|
Projected Sources of Delivery for Design Day Sendout
|
|||||
(In millions of therms)
|
Fiscal Year 2019
|
||||
Sources of Delivery
|
Volumes
|
|
Percent
|
||
Firm Transportation
|
6.8
|
|
|
32
|
%
|
Transportation Storage
|
8.5
|
|
|
41
|
%
|
Hampshire Storage, Company-Owned Propane-Air Plants and other Peak-Shaving Resources
|
5.5
|
|
|
26
|
%
|
Unregulated Third-Party Marketers
|
0.2
|
|
|
1
|
%
|
Total
|
21.0
|
|
|
100
|
%
|
New Customer Meters by Area
|
||||||||||||
|
|
Residential
|
|
Commercial and
Interruptible
|
|
Group Metered
Apartments
|
|
Total
|
||||
Maryland
|
|
5,692
|
|
|
395
|
|
|
—
|
|
|
6,087
|
|
Virginia
|
|
5,209
|
|
|
344
|
|
|
1
|
|
|
5,554
|
|
District of Columbia
|
|
818
|
|
|
121
|
|
|
1
|
|
|
940
|
|
Total
|
|
11,719
|
|
|
860
|
|
|
2
|
|
|
12,581
|
|
•
|
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 level of remediation required and
|
•
|
variation between the estimated and actual period of time required to respond to an environmentally contaminated site.
|
|
|
|
|
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Executive Officers
|
||
Name, Age and Position with the registrants
|
|
Date Elected or Appointed
|
|
||
Adrian P. Chapman,
Age 61
(1)
|
|
|
President and Chief Executive Officer
|
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July 6, 2018
|
President and Chief Operating Officer
|
|
October 1, 2009
|
|
|
|
Vincent L. Ammann, Jr.,
Age 59
(1)
|
|
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Executive Vice President and Chief Financial Officer
|
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July 6, 2018
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Senior Vice President and Chief Financial Officer
|
|
October 1, 2013
|
Vice President and Chief Financial Officer
|
|
September 30, 2006
|
|
|
|
Douglas I. Bonawitz,
Age 56
(1)
|
|
|
Vice President and Treasurer
|
|
July 5, 2017
|
Assistant Treasurer
|
|
October 1, 2016
|
|
|
|
William R. Ford,
Age 63
(1)
|
|
|
Vice President and Chief Accounting Officer
|
|
October 1, 2013
|
Controller
|
|
October 1, 2010
|
|
|
|
Marcellous P. Frye, Jr.,
Age 50
(2)
|
|
|
Vice President—Business Services and Public Policy
|
|
March 21, 2008
|
|
|
|
Luanne S. Gutermuth,
Age 56
(1)
|
|
|
Executive Vice President and Chief Administrative Officer
|
|
July 6, 2018
|
Senior Vice President—Shared Services and Chief Human Resource Officer
|
|
October 1, 2014
|
Vice President—Human Resources and Organization Development
|
|
October 1, 2010
|
|
|
|
Karen M. Hardwick
, Age 55
(1)(3)
|
|
|
Senior Vice President and General Counsel
|
|
October 15, 2018
|
|
|
|
Mark A. Lowe,
Age 55
(2)
|
|
|
Vice President—Gas Supply and Engineering
|
|
October 1, 2014
|
Division Head—Gas Supply
|
|
March 10, 2008
|
|
|
|
Richard H. Moore
, Age 50
(1)
|
|
|
Vice President—Corporate Development Officer
|
|
October 1, 2015
|
Division Head and Chief Operating Officer, Washington Gas Energy Services
|
|
May 25, 2014
|
Division Head—Strategy and Business Development
|
|
November 30, 2009
|
|
|
|
Anthony M. Nee,
Age 62
(4)
|
|
|
Vice President, Strategy, Business Development and Non-Utility Operations
|
|
July 5, 2017
|
Vice President and Treasurer
|
|
October 1, 2013
|
Treasurer
|
|
February 14, 2009
|
|
|
|
John O'Brien,
Age 58
(1)(5)
|
|
|
Executive Vice President, Strategy & Public Affairs
|
|
July 6, 2018
|
|
|
|
Dorothy Ramsey,
Age 63
(1)
|
|
|
Vice President—Human Resources
|
|
October 15, 2018
|
Assistant Vice President and Chief Talent Officer
|
|
September 29, 2016
|
Director Organization Effectiveness
|
|
March 13, 2006
|
|
|
|
Douglas A. Staebler,
Age 58
(2)
|
|
|
Senior Vice President—Utility Operations
|
|
October 1, 2014
|
Vice President—Operations, Engineering, Construction and Safety
|
|
October 31, 2006
|
|
|
|
Leslie T. Thornton,
Age 60
(1)
|
|
|
Senior Vice President—General Counsel and Merger Transition Counsel
|
|
October 15, 2018
|
Senior Vice President—General Counsel and Corporate Secretary
|
|
October 1, 2014
|
Vice President and General Counsel
|
|
January 1, 2012
|
Counsel to the Chairman
|
|
November 28, 2011
|
|
|
|
Tracy L. Townsend,
Age 52
(2)
|
|
|
Vice President—Construction, Compliance and Safety
|
|
October 1, 2014
|
Division Head—Safety, Compliance, Construction Operations Support and Technology
|
|
October 1, 2010
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Years Ended September 30,
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
||||||||||
SUMMARY OF EARNINGS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Utility
|
$
|
1,229,521
|
|
|
$
|
1,143,337
|
|
|
$
|
1,044,117
|
|
|
$
|
1,303,044
|
|
|
$
|
1,416,951
|
|
|
Non-utility
|
1,112,244
|
|
|
1,211,387
|
|
|
1,305,442
|
|
|
1,356,786
|
|
|
1,363,996
|
|
|
|||||
Total operating revenues
|
$
|
2,341,765
|
|
|
$
|
2,354,724
|
|
|
$
|
2,349,559
|
|
|
$
|
2,659,830
|
|
|
$
|
2,780,947
|
|
|
Net income applicable to common stock
|
$
|
49,343
|
|
|
$
|
192,620
|
|
|
$
|
167,594
|
|
|
$
|
131,259
|
|
|
$
|
105,940
|
|
|
CAPITALIZATION-YEAR END
|
|
|
|
|
|
|
|
|
|
|
||||||||||
WGL Holdings Common shareholders’ equity
|
$
|
1,796,478
|
|
|
1,502,690
|
|
|
$
|
1,375,561
|
|
|
$
|
1,243,247
|
|
|
$
|
1,246,576
|
|
|
|
Non-controlling interest
|
7,732
|
|
|
6,851
|
|
|
409
|
|
|
—
|
|
|
—
|
|
|
|||||
Washington Gas Light Company preferred stock
|
28,173
|
|
|
28,173
|
|
|
28,173
|
|
|
28,173
|
|
|
28,173
|
|
|
|||||
Total equity
|
1,832,383
|
|
|
1,537,714
|
|
|
1,404,143
|
|
|
1,271,420
|
|
|
1,274,749
|
|
|
|||||
Long-term debt, excluding current maturities
|
1,879,875
|
|
|
1,430,861
|
|
|
1,435,045
|
|
(a)
|
937,101
|
|
(a)
|
675,095
|
|
(a)
|
|||||
Total capitalization
|
$
|
3,712,258
|
|
|
2,968,575
|
|
|
$
|
2,839,188
|
|
(a)
|
$
|
2,208,521
|
|
(a)
|
$
|
1,949,844
|
|
(a)
|
|
OTHER FINANCIAL DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment-net—year-end
|
$
|
4,885,429
|
|
|
$
|
4,630,051
|
|
|
$
|
4,127,237
|
|
|
$
|
3,672,728
|
|
|
$
|
3,314,445
|
|
|
Total assets—year-end
|
$
|
7,248,087
|
|
|
$
|
6,629,009
|
|
|
$
|
6,049,450
|
|
(a)
|
$
|
5,254,259
|
|
(a)
|
$
|
4,825,702
|
|
(a)
|
|
|
•
|
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.
|
•
|
Discount rate,
|
•
|
Expected long-term return on plan assets,
|
•
|
Rate of compensation increase,
|
•
|
Healthcare cost trend rate and
|
•
|
Projected increases to the Health Reimbursement Account (HRA) plan stipend.
|
Effect of Changing Critical Actuarial Assumptions
|
|||||||||
(In millions)
|
|
|
Pension Benefits
|
|
Health and Life Benefits
|
||||
Actuarial Assumptions
|
Percentage-Point
Change in
Assumption
|
|
Increase
(Decrease) in
Ending
Obligation
|
|
Increase
(Decrease) in
Annual Cost
|
|
Increase
(Decrease) in
Ending
Obligation
|
|
Increase
(Decrease) in
Annual Cost
|
Expected long-term return on plan assets
|
+/- 1.00 pt.
|
|
n/a
|
|
$(7.4) / $7.4
|
|
n/a
|
|
$(4.9) / $4.9
|
Discount rate
|
+/- 0.25 pt.
|
|
$(30.0) / $31.6
|
|
$(2.8) / $3.0
|
|
$(8.9) / $9.5
|
|
$(0.0) / $0.0
|
Rate of compensation increase
|
+/- 0.25 pt.
|
|
$5.0 / $(4.8)
|
|
$1.1 / $(1.1)
|
|
n/a
|
|
n/a
|
Healthcare cost trend rate
|
+/- 1.00 pt.
|
|
n/a
|
|
n/a
|
|
$5.2 / $(4.6)
|
|
$0.6 / $(0.5)
|
Projected increases to the HRA plan stipend
|
+/- 1.00 pt.
|
|
n/a
|
|
n/a
|
|
$32.2 / $(26.3)
|
|
$3.6 / $(2.3)
|
Analysis of Consolidated Results
|
|||||||||||||||||||
|
Years Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017
|
|
2017
vs. 2016
|
||||||||||
EBIT:
|
|
|
|
|
|
|
|
|
|
||||||||||
Regulated utility
|
$
|
7.9
|
|
|
$
|
266.3
|
|
|
$
|
228.2
|
|
|
$
|
(258.4
|
)
|
|
$
|
38.1
|
|
Retail energy-marketing
|
31.5
|
|
|
53.2
|
|
|
65.0
|
|
|
(21.7
|
)
|
|
(11.8
|
)
|
|||||
Commercial energy systems
|
34.9
|
|
|
40.8
|
|
|
22.0
|
|
|
(5.9
|
)
|
|
18.8
|
|
|||||
Midstream energy services
|
29.4
|
|
|
37.7
|
|
|
7.8
|
|
|
(8.3
|
)
|
|
29.9
|
|
|||||
Other activities
|
(40.0
|
)
|
|
(19.9
|
)
|
|
(3.2
|
)
|
|
(20.1
|
)
|
|
(16.7
|
)
|
|||||
Intersegment eliminations
|
(4.4
|
)
|
|
1.0
|
|
|
(0.5
|
)
|
|
(5.4
|
)
|
|
1.5
|
|
|||||
Total
|
$
|
59.3
|
|
|
$
|
379.1
|
|
|
$
|
319.3
|
|
|
$
|
(319.8
|
)
|
|
$
|
59.8
|
|
Interest expense
|
62.1
|
|
|
74.0
|
|
|
52.3
|
|
|
(11.9
|
)
|
|
21.7
|
|
|||||
Income tax expense (benefit)
|
(53.4
|
)
|
|
111.2
|
|
|
98.1
|
|
|
(164.6
|
)
|
|
13.1
|
|
|||||
Dividends on Washington Gas preferred stock
|
1.3
|
|
|
1.3
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|||||
Net income applicable to common stock
|
$
|
49.3
|
|
|
$
|
192.6
|
|
|
$
|
167.6
|
|
|
$
|
(143.3
|
)
|
|
$
|
25.0
|
|
Regulated Utility Financial Data
|
|||||||||||||||||||
|
Years Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||||||||
Utility net revenues
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,248.1
|
|
|
$
|
1,167.0
|
|
|
$
|
1,070.9
|
|
|
$
|
81.1
|
|
|
$
|
96.1
|
|
Less: Cost of gas
|
407.0
|
|
|
297.9
|
|
|
272.0
|
|
|
109.1
|
|
|
25.9
|
|
|||||
Revenue taxes
|
82.5
|
|
|
75.1
|
|
|
73.0
|
|
|
7.4
|
|
|
2.1
|
|
|||||
Total utility net revenues
|
758.6
|
|
|
794.0
|
|
|
725.9
|
|
|
(35.4
|
)
|
|
68.1
|
|
|||||
Operation and maintenance
|
528.8
|
|
|
332.2
|
|
|
322.0
|
|
|
196.6
|
|
|
10.2
|
|
|||||
Depreciation and amortization
|
136.9
|
|
|
131.2
|
|
|
116.1
|
|
|
5.7
|
|
|
15.1
|
|
|||||
General taxes and other assessments
|
66.0
|
|
|
59.8
|
|
|
57.4
|
|
|
6.2
|
|
|
2.4
|
|
|||||
Other income (expenses)-net
|
(19.0
|
)
|
|
(4.5
|
)
|
|
(2.2
|
)
|
|
(14.5
|
)
|
|
(2.3
|
)
|
|||||
EBIT
|
$
|
7.9
|
|
|
$
|
266.3
|
|
|
$
|
228.2
|
|
|
$
|
(258.4
|
)
|
|
$
|
38.1
|
|
•
|
higher operation and maintenance expenses primarily related to merger commitments and related expenses;
|
•
|
lower realized margins and unrealized mark-to-market valuations associated with our asset optimization program;
|
•
|
lower billed and estimated utility rates associated with the pass-through of future tax savings from the Tax Act, however the decrease is offset by lower income tax expense; and
|
•
|
higher depreciation and amortization expenses associated with growth in our utility plant.
|
•
|
customer growth of approximately 1
8
,
0
00 average active customer meters;
|
•
|
higher revenues attributed to colder weather in the District of Columbia; and
|
•
|
new base rates in the District of Columbia and Virginia.
|
•
|
new base rates in Virginia and the District of Columbia;
|
•
|
higher utility net revenue related to growth of approximately 13,
0
00 average active customer meters; and
|
•
|
higher unrealized mark-to-market valuations associated with our asset optimization program.
|
•
|
higher depreciation and amortization expense; and
|
•
|
higher operation and maintenance expenses.
|
Composition of Changes in Utility Net Revenues
|
|||||||
|
Increase (Decrease)
|
||||||
(In millions)
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||
Asset optimization:
|
|
|
|
||||
Realized margins
|
$
|
(9.7
|
)
|
|
$
|
1.8
|
|
Unrealized mark-to-market valuations
|
(38.9
|
)
|
|
37.4
|
|
||
Impact of lower tax rates per Tax Act
|
(27.8
|
)
|
|
—
|
|
||
Impact of rate cases
|
11.6
|
|
|
33.5
|
|
||
Customer growth
|
10.9
|
|
|
7.4
|
|
||
Estimated effects of weather and consumption patterns
|
8.5
|
|
|
(0.4
|
)
|
||
Late fees
|
6.1
|
|
|
(2.6
|
)
|
||
Accelerated pipe replacement programs
|
0.8
|
|
|
(5.8
|
)
|
||
Other
|
3.1
|
|
|
(3.2
|
)
|
||
Total
|
$
|
(35.4
|
)
|
|
$
|
68.1
|
|
Composition of Changes in Operation and Maintenance Expenses
|
|||||||
|
Increase/(Decrease)
|
||||||
(In millions)
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||
Merger commitments and related expenses
|
$
|
187.0
|
|
|
$
|
—
|
|
Employee incentives and direct labor costs
|
2.9
|
|
|
2.5
|
|
||
Employee benefits
|
(10.7
|
)
|
|
(1.0
|
)
|
||
System safety and integrity
|
10.8
|
|
|
1.9
|
|
||
Environmental costs, net
|
1.6
|
|
|
1.2
|
|
||
Support services
|
(5.1
|
)
|
|
(1.6
|
)
|
||
Uncollectible accounts
|
4.5
|
|
|
4.5
|
|
||
Corporate Allocation
|
4.0
|
|
|
—
|
|
||
Other
|
1.6
|
|
|
2.7
|
|
||
Total
|
$
|
196.6
|
|
|
$
|
10.2
|
|
Composition of Changes in Depreciation and Amortization
|
|||||||
|
Increase (Decrease)
|
||||||
(In millions)
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||
Accelerated pipe replacement programs
|
$
|
2.4
|
|
|
$
|
2.7
|
|
Software
|
(1.4
|
)
|
|
6.7
|
|
||
Other capital expenditures, net
|
4.7
|
|
|
5.7
|
|
||
Total
|
$
|
5.7
|
|
|
$
|
15.1
|
|
Retail-Energy Marketing Financial and Statistical Data
|
|||||||||||||||||||
|
Years Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||||||||
Operating Results
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross margins
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
1,009.7
|
|
|
$
|
1,107.2
|
|
|
$
|
1,238.5
|
|
|
$
|
(97.5
|
)
|
|
$
|
(131.3
|
)
|
Less: Cost of energy
|
904.5
|
|
|
989.0
|
|
|
1,110.4
|
|
|
(84.5
|
)
|
|
(121.4
|
)
|
|||||
Revenue taxes
|
11.8
|
|
|
11.4
|
|
|
11.0
|
|
|
0.4
|
|
|
0.4
|
|
|||||
Total gross margins
|
93.4
|
|
|
106.8
|
|
|
117.1
|
|
|
(13.4
|
)
|
|
(10.3
|
)
|
|||||
Operation expenses
|
55.5
|
|
|
47.2
|
|
|
46.5
|
|
|
8.3
|
|
|
0.7
|
|
|||||
Depreciation and amortization
|
1.1
|
|
|
1.1
|
|
|
1.2
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
General taxes and other assessments—other
|
5.5
|
|
|
5.4
|
|
|
4.5
|
|
|
0.1
|
|
|
0.9
|
|
|||||
Other income - net
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||||
EBIT
|
$
|
31.5
|
|
|
$
|
53.2
|
|
|
$
|
65.0
|
|
|
$
|
(21.7
|
)
|
|
$
|
(11.8
|
)
|
Analysis of gross margins
(In millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized margins
|
$
|
58.1
|
|
|
$
|
41.2
|
|
|
$
|
49.1
|
|
|
$
|
16.9
|
|
|
$
|
(7.9
|
)
|
Unrealized mark-to-market valuations
|
(1.7
|
)
|
|
3.6
|
|
|
8.1
|
|
|
(5.3
|
)
|
|
(4.5
|
)
|
|||||
Total gross margins—natural gas
|
56.4
|
|
|
44.8
|
|
|
57.2
|
|
|
11.6
|
|
|
(12.4
|
)
|
|||||
Electricity
|
|
|
|
|
|
|
|
|
|
||||||||||
Realized margins
|
$
|
37.8
|
|
|
$
|
54.0
|
|
|
$
|
57.2
|
|
|
$
|
(16.2
|
)
|
|
$
|
(3.2
|
)
|
Unrealized mark-to-market valuations
|
(0.8
|
)
|
|
8.0
|
|
|
2.7
|
|
|
(8.8
|
)
|
|
5.3
|
|
|||||
Total gross margins—electricity
|
37.0
|
|
|
62.0
|
|
|
59.9
|
|
|
(25.0
|
)
|
|
2.1
|
|
|||||
Total gross margins
|
$
|
93.4
|
|
|
$
|
106.8
|
|
|
$
|
117.1
|
|
|
$
|
(13.4
|
)
|
|
$
|
(10.3
|
)
|
Other Retail-Energy Marketing Statistics
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas
|
|
|
|
|
|
|
|
|
|
||||||||||
Therm sales
(millions of therms)
|
654.8
|
|
|
693.3
|
|
|
750.7
|
|
|
(38.5
|
)
|
|
(57.4
|
)
|
|||||
Number of customers
(end of period)
|
108,900
|
|
|
116,200
|
|
|
133,000
|
|
|
(7,300
|
)
|
|
(16,800
|
)
|
|||||
Electricity
|
|
|
|
|
|
|
|
|
|
||||||||||
Electricity sales
(millions of kWhs)
|
11,666.1
|
|
|
12,248.4
|
|
|
13,090.7
|
|
|
(582.3
|
)
|
|
(842.3
|
)
|
|||||
Number of accounts
(end of period)
|
101,700
|
|
|
113,700
|
|
|
127,400
|
|
|
(12,000
|
)
|
|
(13,700
|
)
|
Commercial Energy Systems Segment Financial Information
|
|||||||||||||||||||
|
Years Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||||||||
Operating revenues
|
$
|
79.8
|
|
|
$
|
95.2
|
|
|
$
|
89.1
|
|
|
$
|
(15.4
|
)
|
|
$
|
6.1
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
16.4
|
|
|
36.8
|
|
|
40.9
|
|
|
(20.4
|
)
|
|
(4.1
|
)
|
|||||
Operations
|
35.7
|
|
|
27.0
|
|
|
25.1
|
|
|
8.7
|
|
|
1.9
|
|
|||||
Depreciation and amortization
|
24.5
|
|
|
21.7
|
|
|
15.2
|
|
|
2.8
|
|
|
6.5
|
|
|||||
General taxes and other assessments
|
1.2
|
|
|
0.5
|
|
|
0.5
|
|
|
0.7
|
|
|
—
|
|
|||||
Operating expenses
|
$
|
77.8
|
|
|
$
|
86.0
|
|
|
$
|
81.7
|
|
|
$
|
(8.2
|
)
|
|
$
|
4.3
|
|
Equity earnings
|
—
|
|
|
7.3
|
|
|
7.6
|
|
|
(7.3
|
)
|
|
(0.3
|
)
|
|||||
Other income
|
3.4
|
|
|
8.2
|
|
|
6.4
|
|
|
(4.8
|
)
|
|
1.8
|
|
|||||
Less: Non-controlling interest
|
(29.5
|
)
|
|
(16.1
|
)
|
|
(0.6
|
)
|
|
(13.4
|
)
|
|
(15.5
|
)
|
|||||
EBIT
|
$
|
34.9
|
|
|
$
|
40.8
|
|
|
$
|
22.0
|
|
|
$
|
(5.9
|
)
|
|
$
|
18.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
EBIT by division:
|
|
|
|
|
|
|
|
|
|
||||||||||
Energy efficiency
|
$
|
(7.4
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
6.6
|
|
|
$
|
(7.3
|
)
|
|
$
|
(6.7
|
)
|
Commercial distributed generation
|
7.6
|
|
|
17.6
|
|
|
13.4
|
|
|
(10.0
|
)
|
|
4.2
|
|
|||||
Investment distributed generation
|
34.7
|
|
|
23.3
|
|
|
2.0
|
|
|
11.4
|
|
|
21.3
|
|
|||||
Total
|
$
|
34.9
|
|
|
$
|
40.8
|
|
|
$
|
22.0
|
|
|
$
|
(5.9
|
)
|
|
$
|
18.8
|
|
Midstream Energy Services Segment Financial Information
|
|||||||||||||||||||
|
Years Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||||||||
Operating revenues
(a)
|
$
|
40.6
|
|
|
$
|
31.3
|
|
|
$
|
6.6
|
|
|
$
|
9.3
|
|
|
$
|
24.7
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations
|
5.0
|
|
|
6.3
|
|
|
4.8
|
|
|
(1.3
|
)
|
|
1.5
|
|
|||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
General taxes and other assessments
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|||||
Operating expenses
|
$
|
5.3
|
|
|
$
|
6.6
|
|
|
$
|
5.2
|
|
|
$
|
(1.3
|
)
|
|
$
|
1.4
|
|
Equity earnings
|
(5.8
|
)
|
|
12.9
|
|
|
6.2
|
|
|
(18.7
|
)
|
|
6.7
|
|
|||||
Other income
|
(0.1
|
)
|
|
0.1
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||||
EBIT
|
$
|
29.4
|
|
|
$
|
37.7
|
|
|
$
|
7.8
|
|
|
$
|
(8.3
|
)
|
|
$
|
29.9
|
|
Composition of Consolidated Interest Expense
|
|||||||||||||||||||
|
Years Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||||||||
Interest on long-term debt
|
$
|
81.4
|
|
|
$
|
64.9
|
|
|
$
|
52.5
|
|
|
$
|
16.5
|
|
|
$
|
12.4
|
|
Interest on short-term debt
|
10.6
|
|
|
5.6
|
|
|
1.9
|
|
|
5.0
|
|
|
3.7
|
|
|||||
(Gain) loss on interest rate swap
|
(19.2
|
)
|
|
5.6
|
|
|
—
|
|
|
(24.8
|
)
|
|
5.6
|
|
|||||
Other net, including capitalized interest
|
(10.7
|
)
|
|
(2.1
|
)
|
|
(2.1
|
)
|
|
(8.6
|
)
|
|
—
|
|
|||||
Total
|
$
|
62.1
|
|
|
$
|
74.0
|
|
|
$
|
52.3
|
|
|
$
|
(11.9
|
)
|
|
$
|
21.7
|
|
Consolidated Income Taxes
|
|||||||||||||||||||
|
Years Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||||||||
Income before income taxes
|
$
|
(32.3
|
)
|
|
$
|
289.0
|
|
|
$
|
266.4
|
|
|
$
|
(321.3
|
)
|
|
$
|
22.6
|
|
Income tax expense
|
(53.4
|
)
|
|
111.2
|
|
|
98.1
|
|
|
(164.6
|
)
|
|
13.1
|
|
|||||
Effective income tax rate
|
165.3
|
%
|
|
38.5
|
%
|
|
36.8
|
%
|
|
126.8
|
%
|
|
1.7
|
%
|
|||||
Income tax expense (benefit)
|
(53.4
|
)
|
|
111.2
|
|
|
98.1
|
|
|
(164.6
|
)
|
|
13.1
|
|
|||||
Less re-measurement impact of Tax Act
|
(28.7
|
)
|
|
—
|
|
|
—
|
|
|
(28.7
|
)
|
|
—
|
|
|||||
Income tax expense excluding re-measurement impact
|
(24.7
|
)
|
|
111.2
|
|
|
98.1
|
|
|
(135.9
|
)
|
|
13.1
|
|
|||||
Effective income tax rate excluding re-measurement impact
|
76.5
|
%
|
|
38.5
|
%
|
|
36.8
|
%
|
|
38.0
|
%
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|
|
WGL
|
|
Washington Gas
|
||||
Rating Service
|
Senior Unsecured
|
|
Commercial Paper
|
|
Senior Unsecured
|
|
Commercial Paper
|
Fitch Ratings
(a)
|
BBB
|
|
F2
|
|
A
|
|
F2
|
Moody’s Investors Service
(b)
|
Baa1
|
|
P-2
|
|
A2
|
|
P-1
|
Standard & Poor’s Ratings Services
(c)
|
BBB-
|
|
A-2
|
|
A-
|
|
A-2
|
|
Fiscal Years Ended September 30,
|
|
Increase / (Decrease)
|
|
Increase / (Decrease)
|
||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
|
2018 vs. 2017
|
|
2017 vs. 2016
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
|
.
|
|
|
||||||||||
Operating activities
|
$
|
322.8
|
|
|
$
|
234.2
|
|
|
$
|
231.0
|
|
|
$
|
88.6
|
|
|
$
|
3.2
|
|
Financing activities
|
$
|
715.6
|
|
|
$
|
419.4
|
|
|
$
|
433.3
|
|
|
$
|
296.2
|
|
|
$
|
(13.9
|
)
|
Investing activities
|
$
|
(924.0
|
)
|
|
$
|
(650.7
|
)
|
|
$
|
(665.5
|
)
|
|
$
|
(273.3
|
)
|
|
$
|
14.8
|
|
Long-Term Debt Activity
|
|||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||
($ In millions)
|
Interest Rate
|
|
Face value
|
|
Interest Rate
|
|
Face value
|
|
Interest Rate
|
|
Face value
|
||||||
Long Term Debt
(a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issued
|
1.88-2.66%
|
|
$
|
550.0
|
|
|
1.57-3.80%
|
|
$
|
250.0
|
|
|
1.34-3.80%
|
|
$
|
500.0
|
|
Retired
|
2.45%
|
|
(250.0
|
)
|
|
|
|
|
|
5.17%
|
|
(25.0
|
)
|
||||
Total
|
|
|
$
|
300.0
|
|
|
|
|
$
|
250.0
|
|
|
|
|
$
|
475.0
|
|
Capital Expenditures
|
|||||||||
|
Actual
|
||||||||
(In millions)
|
2016
|
2017
|
2018
|
||||||
New business
(a)
|
$
|
106.6
|
|
$
|
129.4
|
|
$
|
141.3
|
|
Replacements:
|
|
|
|
||||||
Accelerated Replacement plans
(b)
|
132.2
|
|
130.9
|
|
111.7
|
|
|||
Other
|
74.8
|
|
68.1
|
|
70.5
|
|
|||
Customer information system
|
39.4
|
|
28.1
|
|
—
|
|
|||
Other utility
|
43.0
|
|
44.0
|
|
77.0
|
|
|||
Cash basis-utility
|
(2.5
|
)
|
7.8
|
|
(4.0
|
)
|
|||
Total utility
(c)
|
393.5
|
|
408.3
|
|
396.5
|
|
|||
Pipeline investments
|
158.1
|
|
140.8
|
|
410.8
|
|
|||
Distributed generation
|
163.8
|
|
85.5
|
|
142.5
|
|
|||
Other non-utility
|
8.3
|
|
7.0
|
|
0.4
|
|
|||
Cash basis-non-utility
|
(35.3
|
)
|
22.2
|
|
(23.0
|
)
|
|||
Total investments
|
$
|
688.4
|
|
$
|
663.8
|
|
$
|
927.2
|
|
Estimated Contractual Obligations and Commercial Commitments
|
|||||||||||||||||||||||||||
|
Years Ended September 30,
|
|
|
|
|
||||||||||||||||||||||
(In millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Pipeline and storage contracts
(a)
|
$
|
702.2
|
|
|
$
|
594.6
|
|
|
$
|
575.2
|
|
|
$
|
566.6
|
|
|
$
|
557.9
|
|
|
$
|
3,367.3
|
|
|
$
|
6,363.8
|
|
Long-term debt
(b)
|
100.0
|
|
|
700.0
|
|
|
—
|
|
|
—
|
|
|
20.0
|
|
|
1,176.0
|
|
|
1,996.0
|
|
|||||||
Interest expense
(c)
|
77.9
|
|
|
61.8
|
|
|
56.8
|
|
|
56.8
|
|
|
56.1
|
|
|
957.6
|
|
|
1,267.0
|
|
|||||||
Gas purchase commitments
(d)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
—Washington Gas
|
439.6
|
|
|
387.0
|
|
|
362.2
|
|
|
348.2
|
|
|
327.7
|
|
|
2,672.5
|
|
|
4,537.2
|
|
|||||||
—WGL Energy Services
|
190.4
|
|
|
100.2
|
|
|
42.0
|
|
|
12.2
|
|
|
3.3
|
|
|
0.4
|
|
|
348.5
|
|
|||||||
—WGL Midstream
(e)
|
1,203.2
|
|
|
1,279.9
|
|
|
1,156.9
|
|
|
1,111.3
|
|
|
1,113.2
|
|
|
17,740.2
|
|
|
23,604.7
|
|
|||||||
Electric purchase commitments
(f)
|
328.8
|
|
|
213.8
|
|
|
97.0
|
|
|
32.9
|
|
|
1.9
|
|
|
0.3
|
|
|
674.7
|
|
|||||||
Operating leases
|
5.6
|
|
|
9.2
|
|
|
10.1
|
|
|
9.6
|
|
|
9.7
|
|
|
86.6
|
|
|
130.8
|
|
|||||||
Business process outsourcing
(g)
|
24.5
|
|
|
24.2
|
|
|
18.1
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
72.1
|
|
|||||||
Other long-term commitments
(h)
|
4.6
|
|
|
5.1
|
|
|
2.0
|
|
|
0.3
|
|
|
0.3
|
|
|
2.7
|
|
|
15.0
|
|
|||||||
Total
|
$
|
3,076.8
|
|
|
$
|
3,375.8
|
|
|
$
|
2,320.3
|
|
|
$
|
2,143.2
|
|
|
$
|
2,090.1
|
|
|
$
|
26,003.6
|
|
|
$
|
39,009.8
|
|
(a)
|
Represents minimum payments for natural gas transportation, storage and peaking contracts for Washington Gas, WGL Energy Services and WGL Midstream.
|
(b)
|
Represents scheduled repayment of principal.
|
(c)
|
Represents the scheduled interest payments associated with long-term debt for WGL and Washington Gas.
|
(d)
|
Includes known and reasonably likely commitments to purchase fixed volumes of natural gas. Cost estimates are based on forward market prices as of
September 30, 2018
. Certain of our gas purchase agreements have optionality, which may cause increases in these commitments.
|
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
|
$
|
41.7
|
|
|
$
|
—
|
|
|
$
|
41.7
|
|
|
2
|
|
|
$
|
27.3
|
|
Non-Investment Grade
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
No External Ratings
|
16.1
|
|
|
11.0
|
|
|
5.0
|
|
|
1
|
|
|
1.9
|
|
||||
WGL Energy Services
|
|
|
|
|
|
|
|
|
|
|||||||||
Investment Grade
|
$
|
0.9
|
|
|
$
|
0.2
|
|
|
$
|
0.7
|
|
|
3
|
|
|
$
|
0.6
|
|
Non-Investment Grade
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
No External Ratings
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
1
|
|
|
0.5
|
|
||||
WGL Midstream
|
|
|
|
|
|
|
|
|
|
|||||||||
Investment Grade
|
$
|
66.2
|
|
|
$
|
18.7
|
|
|
$
|
47.5
|
|
|
2
|
|
|
$
|
12.3
|
|
Non-Investment Grade
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
No External Ratings
|
16.8
|
|
|
1.0
|
|
|
15.8
|
|
|
—
|
|
|
—
|
|
Regulated Utility Segment
Roll Forward of Energy-Related Derivatives
|
|||
(In millions)
|
|
||
Net assets (liabilities) at September 30, 2017
|
$
|
(121.3
|
)
|
Recorded to income
|
(2.1
|
)
|
|
Recorded to regulatory assets/liabilities
|
(7.6
|
)
|
|
Realized net settlement of derivatives
|
35.3
|
|
|
Net assets (liabilities) at September 30, 2018
|
$
|
(95.7
|
)
|
Regulated Utility Segment
Maturity of Net Assets (Liabilities) Associated with our Energy-Related Derivatives
|
|
|
|||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||
(In millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Level 1 — Quoted prices in active markets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 2 — Significant other observable inputs
|
(1.5
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||||||
Level 3 — Significant unobservable inputs
|
1.3
|
|
|
(0.4
|
)
|
|
(1.5
|
)
|
|
(5.9
|
)
|
|
(5.5
|
)
|
|
(82.1
|
)
|
|
(94.1
|
)
|
|||||||
Total net assets (liabilities) associated with our energy-related derivatives
|
$
|
(0.2
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(5.9
|
)
|
|
$
|
(5.5
|
)
|
|
$
|
(82.1
|
)
|
|
$
|
(95.7
|
)
|
Retail Energy-Marketing Segment
Changes in Fair Value of Energy-Related Derivatives
|
|||
(In millions)
|
|
||
Net assets (liabilities) at September 30, 2017
|
$
|
(11.8
|
)
|
Net fair value of contracts entered into during the period
|
(1.0
|
)
|
|
Other changes in net fair value
|
(2.3
|
)
|
|
Realized net settlement of derivatives
|
1.0
|
|
|
Net assets (liabilities) at September 30, 2018
|
$
|
(14.1
|
)
|
Retail Energy-Marketing Segment
Roll Forward of Energy-Related Derivatives
|
|||
(In millions)
|
|
||
Net assets (liabilities) at September 30, 2017
|
$
|
(11.8
|
)
|
Recorded to income
|
(3.5
|
)
|
|
Recorded to accounts payable
|
0.2
|
|
|
Realized net settlement of derivatives
|
1.0
|
|
|
Net assets (liabilities) at September 30, 2018
|
$
|
(14.1
|
)
|
Retail Energy-Marketing Segment
Maturity of Net Assets (Liabilities) Associated with our Energy-Related Derivatives
|
|
|
|||||||||||||||||||||||||
|
|
|
|
||||||||||||||||||||||||
(In millions)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Level 1 — Quoted prices in active markets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 2 — Significant other observable inputs
|
3.1
|
|
|
(0.2
|
)
|
|
(0.8
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|||||||
Level 3 — Significant unobservable inputs
|
(4.6
|
)
|
|
(8.3
|
)
|
|
(2.8
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(15.9
|
)
|
|||||||
Total net assets (liabilities) associated with our energy-related derivatives
|
$
|
(1.5
|
)
|
|
$
|
(8.5
|
)
|
|
$
|
(3.6
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(14.1
|
)
|
Midstream Energy Services Segment
Changes in Fair Value of Energy-Related Derivatives
|
|||
(In millions)
|
|
||
Net assets (liabilities) at September 30, 2017
|
$
|
11.2
|
|
Net fair value of contracts entered into during the period
|
(9.1
|
)
|
|
Other changes in net fair value
|
(2.4
|
)
|
|
Realized net settlement of derivatives
|
1.4
|
|
|
Net assets (liabilities) at September 30, 2018
|
$
|
1.1
|
|
Midstream Energy Services Segment
Roll Forward of Energy-Related Derivatives
|
|||
(In millions)
|
|
||
Net assets (liabilities) at September 30, 2017
|
$
|
11.2
|
|
Recorded to income
|
(11.5
|
)
|
|
Realized net settlement of derivatives
|
1.4
|
|
|
Net assets (liabilities) at September 30, 2018
|
$
|
1.1
|
|
(In thousands)
|
High
|
|
Low
|
|
Average
|
||||||
Natural Gas Portfolio
|
$
|
184.0
|
|
|
$
|
2.2
|
|
|
$
|
12.1
|
|
Electric Portfolio
|
97.2
|
|
|
4.0
|
|
|
34.1
|
|
|||
Total
|
$
|
281.2
|
|
|
$
|
6.2
|
|
|
$
|
46.2
|
|
Composition of Interest Expense
|
|||||||||||||||||||
|
Years Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||||||||
Interest on long-term debt
|
$
|
57.6
|
|
|
$
|
50.1
|
|
|
$
|
40.7
|
|
|
$
|
7.5
|
|
|
$
|
9.4
|
|
Interest on short-term debt
|
1.1
|
|
|
1.6
|
|
|
0.7
|
|
|
(0.5
|
)
|
|
0.9
|
|
|||||
Other net, including AFUDC
|
(0.2
|
)
|
|
0.5
|
|
|
—
|
|
|
(0.7
|
)
|
|
0.5
|
|
|||||
Total
|
$
|
58.5
|
|
|
$
|
52.2
|
|
|
$
|
41.4
|
|
|
$
|
6.3
|
|
|
$
|
10.8
|
|
Income Taxes
|
|||||||||||||||||||
|
Years Ended September 30,
|
|
Increase (Decrease)
|
||||||||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
vs. 2017 |
|
2017
vs. 2016 |
||||||||||
Income before income taxes
|
$
|
(52.5
|
)
|
|
$
|
211.6
|
|
|
$
|
184.8
|
|
|
$
|
(264.1
|
)
|
|
$
|
26.8
|
|
Income tax expense
|
(25.9
|
)
|
|
79.8
|
|
|
71.7
|
|
|
(105.7
|
)
|
|
8.1
|
|
|||||
Effective income tax rate
|
49.3
|
%
|
|
37.7
|
%
|
|
38.8
|
%
|
|
11.6
|
%
|
|
(1.1
|
)%
|
|||||
Income tax expense
|
(25.9
|
)
|
|
79.8
|
|
|
71.7
|
|
|
(105.7
|
)
|
|
8.1
|
|
|||||
Less re-measurement impact of Tax Act
|
7.0
|
|
|
—
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
|||||
Income tax expense excluding re-measurement impact
|
(32.9
|
)
|
|
79.8
|
|
|
71.7
|
|
|
(112.7
|
)
|
|
8.1
|
|
|||||
Effective income tax rate excluding re-measurement impact
|
62.7
|
%
|
|
37.7
|
%
|
|
38.8
|
%
|
|
25.0
|
%
|
|
(1.1
|
)%
|
Summary of Major Rate Increase Applications and Results
|
|||||||||||||||||
Jurisdiction
|
Application
Filed
|
Effective
Date
|
Test Year 12
Months
Ended
|
Increase in Annual Revenues
(Millions)
|
Allowed Rate of
Return
|
||||||||||||
Requested
|
Granted
|
Overall
|
Equity
|
||||||||||||||
District of Columbia
|
2/26/2016
|
3/24/2017
|
9/30/2015
|
$
|
17.3
|
|
7.57
|
%
|
$
|
8.5
|
|
7.60
|
%
|
7.60
|
%
|
9.25
|
%
|
Maryland
|
5/15/2018
|
|
3/31/2018
|
$
|
56.3
|
|
10.96
|
%
|
|
|
7.60
|
%
|
10.30
|
%
|
|||
Maryland
|
4/26/2013
|
11/22/2013
|
3/31/2013
|
$
|
28.3
|
|
5.80
|
%
|
$
|
8.9
|
|
1.80
|
%
|
7.70
|
%
|
9.50
|
%
|
Virginia
|
7/31/2018
|
|
12/31/2017
|
$
|
37.6
|
|
7.18
|
%
|
|
|
7.94
|
%
|
10.60
|
%
|
|||
Virginia
|
6/30/2016
|
11/28/2016
|
9/30/2015
|
$
|
45.6
|
|
9.30
|
%
|
$
|
34.0
|
|
6.93
|
%
|
— %
(a)
|
|
9.50
|
%
|
|
•
|
Price Risk Related to the Regulated Utility Segment
|
•
|
Price Risk Related to the Non-Utility Segments
|
•
|
Value-At-Risk
|
•
|
Weather Risk
|
•
|
Interest-Rate Risk
|
|
|
September 30,
|
||||||
(In thousands)
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
||||
At original cost
|
$
|
6,485,738
|
|
|
$
|
6,143,841
|
|
Accumulated depreciation and amortization
|
(1,600,309
|
)
|
|
(1,513,790
|
)
|
||
Net property, plant and equipment
|
4,885,429
|
|
|
4,630,051
|
|
||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
57,969
|
|
|
8,524
|
|
||
Receivables
|
|
|
|
||||
Accounts receivable
|
402,590
|
|
|
398,149
|
|
||
Gas costs and other regulatory assets
|
5,054
|
|
|
21,705
|
|
||
Unbilled revenues
|
159,703
|
|
|
165,483
|
|
||
Allowance for doubtful accounts
|
(40,086
|
)
|
|
(32,025
|
)
|
||
Net receivables
|
527,261
|
|
|
553,312
|
|
||
Materials and supplies—principally at average cost
|
20,696
|
|
|
20,172
|
|
||
Storage gas
|
188,270
|
|
|
243,984
|
|
||
Prepaid taxes
|
32,746
|
|
|
31,549
|
|
||
Other prepayments
|
80,112
|
|
|
86,465
|
|
||
Derivatives
|
36,391
|
|
|
15,327
|
|
||
Other
|
38,363
|
|
|
26,556
|
|
||
Total current assets
|
981,808
|
|
|
985,889
|
|
||
Deferred Charges and Other Assets
|
|
|
|
||||
Regulatory assets
|
|
|
|
||||
Gas costs
|
83,222
|
|
|
90,136
|
|
||
Pension and other post-retirement benefits
|
57,269
|
|
|
139,499
|
|
||
Other
|
104,578
|
|
|
104,596
|
|
||
Prepaid post-retirement benefits
|
286,010
|
|
|
231,577
|
|
||
Derivatives
|
20,572
|
|
|
38,389
|
|
||
Investments in unconsolidated affiliates
|
769,998
|
|
|
394,201
|
|
||
Other
|
59,201
|
|
|
11,671
|
|
||
Total deferred charges and other assets
|
1,380,850
|
|
|
1,010,069
|
|
||
Total Assets
|
$
|
7,248,087
|
|
|
$
|
6,626,009
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Capitalization
|
|
|
|
||||
WGL Holdings common shareholders’ equity
|
$
|
1,796,478
|
|
|
$
|
1,502,690
|
|
Non-controlling interest
|
7,732
|
|
|
6,851
|
|
||
Washington Gas Light Company preferred stock
|
28,173
|
|
|
28,173
|
|
||
Total equity
|
1,832,383
|
|
|
1,537,714
|
|
||
Long-term debt
|
1,879,875
|
|
|
1,430,861
|
|
||
Total capitalization
|
3,712,258
|
|
|
2,968,575
|
|
||
Current Liabilities
|
|
|
|
||||
Current maturities of long-term debt
|
100,000
|
|
|
250,000
|
|
||
Notes payable and project financing
|
669,697
|
|
|
559,844
|
|
||
Accounts payable and other accrued liabilities
|
518,825
|
|
|
423,824
|
|
||
Wages payable
|
11,379
|
|
|
18,096
|
|
||
Accrued interest
|
8,914
|
|
|
7,806
|
|
||
Dividends declared
|
28,939
|
|
|
26,452
|
|
||
Customer deposits and advance payments
|
84,105
|
|
|
65,841
|
|
||
Gas costs and other regulatory liabilities
|
34,157
|
|
|
22,814
|
|
||
Accrued taxes
|
31,151
|
|
|
17,657
|
|
||
Derivatives
|
22,710
|
|
|
43,990
|
|
||
Other
(a)
|
48,307
|
|
|
52,664
|
|
||
Total current liabilities
|
1,558,184
|
|
|
1,488,988
|
|
||
Deferred Credits
|
|
|
|
||||
Unamortized investment tax credits
|
159,461
|
|
|
155,007
|
|
||
Deferred income taxes
|
336,378
|
|
|
868,067
|
|
||
Accrued pensions and benefits
|
119,597
|
|
|
181,552
|
|
||
Asset retirement obligations
|
304,410
|
|
|
296,810
|
|
||
Regulatory liabilities
|
|
|
|
||||
Accrued asset removal costs
|
270,397
|
|
|
292,173
|
|
||
Other post-retirement benefits
|
160,286
|
|
|
135,035
|
|
||
Excess deferred taxes and other
|
445,203
|
|
|
9,403
|
|
||
Derivatives
|
120,513
|
|
|
122,607
|
|
||
Other
|
61,400
|
|
|
107,792
|
|
||
Total deferred credits
|
1,977,645
|
|
|
2,168,446
|
|
||
Commitments and Contingencies (Note 12)
|
|
|
|
||||
Total Capitalization and Liabilities
|
$
|
7,248,087
|
|
|
$
|
6,626,009
|
|
|
Years Ended September 30,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING REVENUES
|
|
|
|
|
|
||||||
Utility
|
$
|
1,229,521
|
|
|
$
|
1,143,337
|
|
|
$
|
1,044,117
|
|
Non-utility
|
1,112,244
|
|
|
1,211,387
|
|
|
1,305,442
|
|
|||
Total Operating Revenues
|
2,341,765
|
|
|
2,354,724
|
|
|
2,349,559
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
||||||
Utility cost of gas
|
388,541
|
|
|
274,247
|
|
|
245,189
|
|
|||
Non-utility cost of energy-related sales
|
907,512
|
|
|
1,002,908
|
|
|
1,123,077
|
|
|||
Operation and maintenance
|
665,115
|
|
|
429,890
|
|
|
401,776
|
|
|||
Depreciation and amortization
|
162,576
|
|
|
154,138
|
|
|
132,566
|
|
|||
General taxes and other assessments
|
167,360
|
|
|
152,528
|
|
|
146,655
|
|
|||
Total Operating Expenses
|
2,291,104
|
|
|
2,013,711
|
|
|
2,049,263
|
|
|||
OPERATING INCOME
|
50,661
|
|
|
341,013
|
|
|
300,296
|
|
|||
Equity in earnings of unconsolidated affiliates
|
(5,791
|
)
|
|
20,216
|
|
|
13,806
|
|
|||
Other income (expe
nse) — net
|
(15,043
|
)
|
|
1,819
|
|
|
4,646
|
|
|||
Interest expense
|
62,133
|
|
|
74,026
|
|
|
52,310
|
|
|||
INCOME (LOSS) BEFORE INCOME TAXES
|
(32,306
|
)
|
|
289,022
|
|
|
266,438
|
|
|||
INCOME TAX EXPENSE (BENEFIT)
|
(53,452
|
)
|
|
111,159
|
|
|
98,074
|
|
|||
NET INCOME
|
$
|
21,146
|
|
|
$
|
177,863
|
|
|
$
|
168,364
|
|
Non-controlling interest
|
(29,517
|
)
|
|
(16,077
|
)
|
|
(550
|
)
|
|||
Dividends on Washington Gas Light Company preferred stock
|
1,320
|
|
|
1,320
|
|
|
1,320
|
|
|||
NET INCOME APPLICABLE TO COMMON STOCK
|
$
|
49,343
|
|
|
$
|
192,620
|
|
|
$
|
167,594
|
|
|
Years Ended September 30,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
NET INCOME (LOSS)
|
$
|
21,146
|
|
|
$
|
177,863
|
|
|
$
|
168,364
|
|
OTHER COMPREHENSIVE INCOME (LOSS), BEFORE INCOME TAXES:
|
|
|
|
|
|
||||||
Qualified cash flow hedging instruments
|
(6,341
|
)
|
|
49,610
|
|
|
(39,289
|
)
|
|||
Pension and other post-retirement benefit plans
|
|
|
|
|
|
||||||
Change in prior service (cost) credit
|
(675
|
)
|
|
(767
|
)
|
|
(891
|
)
|
|||
Change in actuarial net gain (loss)
|
6,324
|
|
|
6,232
|
|
|
(936
|
)
|
|||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) BEFORE TAXES
|
$
|
(692
|
)
|
|
$
|
55,075
|
|
|
$
|
(41,116
|
)
|
INCOME TAX EXPENSE (BENEFIT) RELATED TO OTHER COMPREHENSIVE INCOME (LOSS)
|
1,523
|
|
|
22,533
|
|
|
(16,813
|
)
|
|||
OTHER COMPREHENSIVE INCOME (LOSS)
|
$
|
(2,215
|
)
|
|
$
|
32,542
|
|
|
$
|
(24,303
|
)
|
COMPREHENSIVE INCOME (LOSS)
|
$
|
18,931
|
|
|
$
|
210,405
|
|
|
$
|
144,061
|
|
Non-controlling interest
|
(29,517
|
)
|
|
(16,077
|
)
|
|
(550
|
)
|
|||
Dividends on Washington Gas Light Company preferred stock
|
1,320
|
|
|
1,320
|
|
|
1,320
|
|
|||
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO WGL HOLDINGS
|
$
|
47,128
|
|
|
$
|
225,162
|
|
|
$
|
143,291
|
|
|
September 30,
|
||||||||||||
($ In thousands, except shares)
|
2018
|
|
|
|
|
2017
|
|
|
|
||||
WGL Holdings Common Shareholders’ Equity
|
|
|
|
|
|
|
|
||||||
Common stock, no par value, 120,000,000 shares authorized, 100
(a)
and 51,219,000 shares issued , respectively.
|
$
|
595,105
|
|
|
|
|
$
|
582,716
|
|
|
|
||
Paid-in capital
|
345,202
|
|
|
|
|
10,149
|
|
|
|
||||
Retained earnings
|
864,383
|
|
|
|
|
915,822
|
|
|
|
||||
Accumulated other comprehensive loss, net of taxes
|
(8,212
|
)
|
|
|
|
(5,997
|
)
|
|
|
||||
WGL Holdings common shareholders' equity
|
1,796,478
|
|
|
48.4
|
%
|
|
1,502,690
|
|
|
50.6
|
%
|
||
Non-controlling Interest
|
7,732
|
|
|
0.2
|
%
|
|
6,851
|
|
|
0.2
|
%
|
||
Preferred Stock
|
|
|
|
|
|
|
|
||||||
WGL Holdings, Inc., without par value, 3,000,000 shares authorized, none issued
|
—
|
|
|
|
|
—
|
|
|
|
||||
Washington Gas Light Company, without par value, 1,500,000 shares authorized—issued and outstanding:
|
—
|
|
|
|
|
—
|
|
|
|
||||
$4.80 series, 150,000 shares
|
15,000
|
|
|
|
|
15,000
|
|
|
|
||||
$4.25 series, 70,600 shares
|
7,173
|
|
|
|
|
7,173
|
|
|
|
||||
$5.00 series, 60,000 shares
|
6,000
|
|
|
|
|
6,000
|
|
|
|
||||
Total Preferred Stock
|
28,173
|
|
|
0.8
|
%
|
|
28,173
|
|
|
0.9
|
%
|
||
Total Equity
|
1,832,383
|
|
|
49.4
|
%
|
|
1,537,714
|
|
|
51.7
|
%
|
||
Long-Term Debt
|
|
|
|
|
|
|
|
||||||
Due fiscal year 2018, 2.45%
|
—
|
|
|
|
|
250,000
|
|
|
|
||||
Due fiscal year 2019, 3.09% to 7.46%
|
100,000
|
|
|
|
|
100,000
|
|
|
|
||||
Due fiscal year 2020, 2.25% to 4.76%
|
700,000
|
|
|
|
|
150,000
|
|
|
|
||||
Due fiscal year 2023, 6.65%
|
20,000
|
|
|
|
|
20,000
|
|
|
|
||||
Due fiscal year 2025, 5.44%
|
40,500
|
|
|
|
|
40,500
|
|
|
|
||||
Due fiscal year 2027, 6.40% to 6.82%
|
125,000
|
|
|
|
|
125,000
|
|
|
|
||||
Due fiscal year 2028, 6.57% to 6.85%
|
52,000
|
|
|
|
|
52,000
|
|
|
|
||||
Due fiscal year 2030, 7.50%
|
8,500
|
|
|
|
|
8,500
|
|
|
|
||||
Due fiscal year 2036, 5.70% to 5.78%
|
50,000
|
|
|
|
|
50,000
|
|
|
|
||||
Due fiscal year 2041, 5.21%
|
75,000
|
|
|
|
|
75,000
|
|
|
|
||||
Due fiscal year 2044, 4.22% to 5.00%
|
175,000
|
|
|
|
|
175,000
|
|
|
|
||||
Due fiscal year 2045, 4.24% to 4.60%
|
200,000
|
|
|
|
|
200,000
|
|
|
|
||||
Due fiscal year 2046, 3.80%
|
450,000
|
|
|
|
|
450,000
|
|
|
|
||||
Total Long-Term Debt
|
1,996,000
|
|
|
|
|
1,696,000
|
|
|
|
||||
Unamortized discount
|
(4,341
|
)
|
|
|
|
(4,541
|
)
|
|
|
||||
Unamortized debt expense
|
(11,784
|
)
|
|
|
|
(10,598
|
)
|
|
|
||||
Less—current maturities
|
100,000
|
|
|
|
|
250,000
|
|
|
|
||||
Total Long-Term Debt
|
1,879,875
|
|
|
50.6
|
%
|
|
1,430,861
|
|
|
48.3
|
%
|
||
Total Capitalization
|
$
|
3,712,258
|
|
|
100.0
|
%
|
|
$
|
2,968,575
|
|
|
100.0
|
%
|
|
Common Stock
|
|
Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other
Comprehensive Loss, Net of Taxes
|
|
WGL Holdings Common Shareholders' Equity
|
|
Non-controlling
Interest
|
|
Washington Gas Light Company Preferred Stock
|
|
Total Equity
|
|||||||||||||||||||
(In thousands, except shares)
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance, September 30, 2015
|
49,728,662
|
|
|
$
|
485,456
|
|
|
$
|
14,934
|
|
|
$
|
757,093
|
|
|
$
|
(14,236
|
)
|
|
$
|
1,243,247
|
|
|
$
|
—
|
|
|
28,173
|
|
|
$
|
1,271,420
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
167,594
|
|
|
—
|
|
|
167,594
|
|
|
(550
|
)
|
|
1,320
|
|
|
168,364
|
|
||||||||
Contributions from non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
959
|
|
|
—
|
|
|
959
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,303
|
)
|
|
(24,303
|
)
|
|
—
|
|
|
—
|
|
|
(24,303
|
)
|
||||||||
Stock-based compensation
|
115,974
|
|
|
6,742
|
|
|
(2,415
|
)
|
|
(164
|
)
|
|
—
|
|
|
4,163
|
|
|
—
|
|
|
—
|
|
|
4,163
|
|
||||||||
Issuance of common stock(b)
|
1,235,976
|
|
|
82,298
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,298
|
|
|
—
|
|
|
—
|
|
|
82,298
|
|
||||||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Common stock ($1.9250 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(97,438
|
)
|
|
—
|
|
|
(97,438
|
)
|
|
—
|
|
|
—
|
|
|
(97,438
|
)
|
||||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,320
|
)
|
|
(1,320
|
)
|
||||||||
Balance, September 30, 2016
|
51,080,612
|
|
|
574,496
|
|
|
12,519
|
|
|
827,085
|
|
|
(38,539
|
)
|
|
1,375,561
|
|
|
409
|
|
|
28,173
|
|
|
1,404,143
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
192,620
|
|
|
—
|
|
|
192,620
|
|
|
(16,077
|
)
|
|
1,320
|
|
|
177,863
|
|
||||||||
Contributions from non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,336
|
|
|
—
|
|
|
22,336
|
|
||||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
||||||||
Business combination
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
483
|
|
|
—
|
|
|
483
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,542
|
|
|
32,542
|
|
|
—
|
|
|
—
|
|
|
32,542
|
|
||||||||
Stock-based compensation
(a)
|
112,146
|
|
|
6,564
|
|
|
(2,370
|
)
|
|
(549
|
)
|
|
—
|
|
|
3,645
|
|
|
—
|
|
|
—
|
|
|
3,645
|
|
||||||||
Issuance of common stock
(b)
|
26,242
|
|
|
1,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,656
|
|
|
—
|
|
|
—
|
|
|
1,656
|
|
||||||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Common stock ($2.0175 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(103,334
|
)
|
|
—
|
|
|
(103,334
|
)
|
|
—
|
|
|
—
|
|
|
(103,334
|
)
|
||||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,320
|
)
|
|
(1,320
|
)
|
||||||||
Balance, September 30, 2017
|
51,219,000
|
|
|
582,716
|
|
|
10,149
|
|
|
915,822
|
|
|
(5,997
|
)
|
|
1,502,690
|
|
|
6,851
|
|
|
28,173
|
|
|
1,537,714
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
49,343
|
|
|
—
|
|
|
49,343
|
|
|
(29,517
|
)
|
|
1,320
|
|
|
21,146
|
|
||||||||
Contributions from non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,548
|
|
|
—
|
|
|
30,548
|
|
||||||||
Distributions to non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(780
|
)
|
|
—
|
|
|
(780
|
)
|
||||||||
Business combination
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
630
|
|
|
—
|
|
|
630
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(382
|
)
|
|
(382
|
)
|
|
—
|
|
|
—
|
|
|
(382
|
)
|
||||||||
Stock-based compensation
(a)
|
140,182
|
|
|
12,389
|
|
|
(27,675
|
)
|
|
3,996
|
|
|
—
|
|
|
(11,290
|
)
|
|
—
|
|
|
—
|
|
|
(11,290
|
)
|
Issuance of common stock
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Capital contributed by AltaGas Ltd.
|
—
|
|
|
—
|
|
|
362,728
|
|
|
—
|
|
|
—
|
|
|
362,728
|
|
|
—
|
|
|
—
|
|
|
362,728
|
|
||||||||
ASU 2018-02 adoption impact
(d)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,833
|
|
|
(1,833
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock ($1.5400 per share)
|
—
|
|
|
|
|
—
|
|
|
(106,611
|
)
|
|
—
|
|
|
(106,611
|
)
|
|
—
|
|
|
—
|
|
|
(106,611
|
)
|
|||||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,320
|
)
|
|
(1,320
|
)
|
||||||||
Outstanding shares of common stock converted into the right to receive cash
(e)
|
(51,359,182
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Post-Merger shares converted
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance, September 30, 2018
(e)
|
100
|
|
|
$
|
595,105
|
|
|
$
|
345,202
|
|
|
$
|
864,383
|
|
|
$
|
(8,212
|
)
|
|
$
|
1,796,478
|
|
|
$
|
7,732
|
|
|
$
|
28,173
|
|
|
$
|
1,832,383
|
|
|
September 30,
|
||||||
(In thousands)
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
||||
At original cost
|
$
|
5,613,137
|
|
|
$
|
5,310,337
|
|
Accumulated depreciation and amortization
|
(1,495,683
|
)
|
|
(1,422,622
|
)
|
||
Net property, plant and equipment
|
4,117,454
|
|
|
3,887,715
|
|
||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
1
|
|
|
1
|
|
||
Receivables
|
|
|
|
||||
Accounts receivable
|
165,257
|
|
|
190,740
|
|
||
Gas costs and other regulatory assets
|
5,054
|
|
|
21,705
|
|
||
Unbilled revenues
|
101,114
|
|
|
107,967
|
|
||
Allowance for doubtful accounts
|
(29,622
|
)
|
|
(23,741
|
)
|
||
Net receivables
|
241,803
|
|
|
296,671
|
|
||
Materials and supplies—principally at average cost
|
20,650
|
|
|
20,126
|
|
||
Storage gas
|
101,379
|
|
|
92,753
|
|
||
Prepaid taxes
|
17,732
|
|
|
23,350
|
|
||
Other prepayments
|
24,449
|
|
|
13,238
|
|
||
Receivables from associated companies
|
2,227
|
|
|
32,362
|
|
||
Derivatives
|
17,441
|
|
|
5,061
|
|
||
Other
|
20,347
|
|
|
102
|
|
||
Total current assets
|
446,029
|
|
|
483,664
|
|
||
Deferred Charges and Other Assets
|
|
|
|
||||
Regulatory assets
|
|
|
|
||||
Gas costs
|
83,222
|
|
|
90,136
|
|
||
Pension and other post-retirement benefits
|
56,983
|
|
|
138,573
|
|
||
Other
|
104,050
|
|
|
104,538
|
|
||
Prepaid post-retirement benefits
|
284,277
|
|
|
230,283
|
|
||
Derivatives
|
8,736
|
|
|
16,244
|
|
||
Other
|
49,331
|
|
|
3,561
|
|
||
Total deferred charges and other assets
|
586,599
|
|
|
583,335
|
|
||
Total Assets
|
$
|
5,150,082
|
|
|
$
|
4,954,714
|
|
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Capitalization
|
|
|
|
||||
Common shareholder’s equity
|
$
|
1,442,764
|
|
|
$
|
1,164,749
|
|
Preferred stock
|
28,173
|
|
|
28,173
|
|
||
Long-term debt
|
1,084,933
|
|
|
1,134,461
|
|
||
Total capitalization
|
2,555,870
|
|
|
2,327,383
|
|
||
Current Liabilities
|
|
|
|
||||
Current maturities of long-term debt
|
50,000
|
|
|
—
|
|
||
Notes payable and project financing
|
163,478
|
|
|
166,772
|
|
||
Accounts payable and other accrued liabilities
|
271,276
|
|
|
219,827
|
|
||
Wages payable
|
10,089
|
|
|
16,508
|
|
||
Accrued interest
|
4,000
|
|
|
3,967
|
|
||
Dividends declared
|
24,078
|
|
|
22,098
|
|
||
Customer deposits and advance payments
|
83,658
|
|
|
64,194
|
|
||
Gas costs and other regulatory liabilities
|
34,157
|
|
|
22,814
|
|
||
Accrued taxes
|
27,427
|
|
|
12,808
|
|
||
Payables to associated companies
|
21,548
|
|
|
94,844
|
|
||
Derivatives
|
14,838
|
|
|
30,263
|
|
||
Other
|
7,627
|
|
|
7,473
|
|
||
Total current liabilities
|
712,176
|
|
|
661,568
|
|
||
Deferred Credits
|
|
|
|
||||
Unamortized investment tax credits
|
3,398
|
|
|
4,100
|
|
||
Deferred income taxes
|
409,807
|
|
|
888,385
|
|
||
Accrued pensions and benefits
|
118,204
|
|
|
179,814
|
|
||
Asset retirement obligations
|
298,202
|
|
|
291,871
|
|
||
Regulatory liabilities
|
|
|
|
||||
Accrued asset removal costs
|
270,397
|
|
|
292,173
|
|
||
Other post-retirement benefits
|
159,152
|
|
|
134,181
|
|
||
Excess deferred taxes and other
|
443,665
|
|
|
9,403
|
|
||
Derivatives
|
104,165
|
|
|
112,299
|
|
||
Other
|
75,046
|
|
|
53,537
|
|
||
Total deferred credits
|
1,882,036
|
|
|
1,965,763
|
|
||
Commitments and Contingencies (Note 12)
|
|
|
|
||||
Total Capitalization and Liabilities
|
$
|
5,150,082
|
|
|
$
|
4,954,714
|
|
|
Years Ended September 30,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
OPERATING REVENUES
|
$
|
1,248,063
|
|
|
$
|
1,166,968
|
|
|
$
|
1,070,904
|
|
OPERATING EXPENSES
|
|
|
|
|
|
||||||
Utility cost of gas
|
407,043
|
|
|
297,856
|
|
|
271,975
|
|
|||
Operation and maintenance
|
532,896
|
|
|
336,676
|
|
|
325,726
|
|
|||
Depreciation and amortization
|
135,071
|
|
|
129,428
|
|
|
114,605
|
|
|||
General taxes and other assessments
|
148,178
|
|
|
134,696
|
|
|
130,231
|
|
|||
Total Operating Expenses
|
1,223,188
|
|
|
898,656
|
|
|
842,537
|
|
|||
OPERATING INCOME
|
24,875
|
|
|
268,312
|
|
|
228,367
|
|
|||
Other expense — net
|
(18,876
|
)
|
|
(4,473
|
)
|
|
(2,143
|
)
|
|||
Interest expense
|
58,504
|
|
|
52,207
|
|
|
41,444
|
|
|||
INCOME (LOSS) BEFORE INCOME TAXES
|
(52,505
|
)
|
|
211,632
|
|
|
184,780
|
|
|||
INCOME TAX EXPENSE (BENEFIT)
|
(25,863
|
)
|
|
79,840
|
|
|
71,666
|
|
|||
NET INCOME (LOSS)
|
$
|
(26,642
|
)
|
|
$
|
131,792
|
|
|
$
|
113,114
|
|
Dividends on preferred stock
|
1,320
|
|
|
1,320
|
|
|
1,320
|
|
|||
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK
|
$
|
(27,962
|
)
|
|
$
|
130,472
|
|
|
$
|
111,794
|
|
|
Years Ended September 30,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
NET INCOME (LOSS)
|
$
|
(26,642
|
)
|
|
$
|
131,792
|
|
|
$
|
113,114
|
|
OTHER COMPREHENSIVE INCOME (LOSS), BEFORE INCOME TAXES:
|
|
|
|
|
|
||||||
Pension and other post-retirement benefit plans
|
|
|
|
|
|
||||||
Change in prior service cost
|
(675
|
)
|
|
(767
|
)
|
|
(891
|
)
|
|||
Change in actuarial net gain (loss)
|
6,324
|
|
|
6,232
|
|
|
(936
|
)
|
|||
Total pension and other post-retirement benefit plans
|
$
|
5,649
|
|
|
$
|
5,465
|
|
|
$
|
(1,827
|
)
|
INCOME TAX EXPENSE (BENEFIT) RELATED TO OTHER COMPREHENSIVE INCOME (LOSS)
|
2,957
|
|
|
2,157
|
|
|
(709
|
)
|
|||
OTHER COMPREHENSIVE INCOME (LOSS)
|
$
|
2,692
|
|
|
$
|
3,308
|
|
|
$
|
(1,118
|
)
|
COMPREHENSIVE INCOME (LOSS)
|
$
|
(23,950
|
)
|
|
$
|
135,100
|
|
|
$
|
111,996
|
|
|
Years Ended September 30,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
(26,642
|
)
|
|
$
|
131,792
|
|
|
$
|
113,114
|
|
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Depreciation and amortization
|
135,071
|
|
|
129,428
|
|
|
114,605
|
|
|||
Amortization of:
|
|
|
|
|
|
||||||
Other regulatory assets and liabilities—net
|
6,917
|
|
|
6,422
|
|
|
1,909
|
|
|||
Debt related costs
|
1,580
|
|
|
1,448
|
|
|
1,191
|
|
|||
Deferred income taxes—net
|
(26,435
|
)
|
|
77,586
|
|
|
123,482
|
|
|||
Accrued/deferred pension and other post-retirement benefit cost
|
11,127
|
|
|
22,547
|
|
|
19,497
|
|
|||
Compensation expense related to stock-based awards
|
19,067
|
|
|
16,153
|
|
|
11,452
|
|
|||
Provision for doubtful accounts
|
20,224
|
|
|
14,484
|
|
|
10,945
|
|
|||
Impairment loss
|
37,969
|
|
|
—
|
|
|
—
|
|
|||
Unrealized (gain) loss on derivative contracts
|
(10,379
|
)
|
|
(48,950
|
)
|
|
(11,552
|
)
|
|||
Amortization of investment tax credits
|
(702
|
)
|
|
(751
|
)
|
|
(795
|
)
|
|||
Other non-cash charges (credits)—net
|
(2,450
|
)
|
|
(1,592
|
)
|
|
(197
|
)
|
|||
Changes in operating assets and liabilities (Note 19)
|
(43,050
|
)
|
|
(141,238
|
)
|
|
(143,526
|
)
|
|||
Net Cash Provided by Operating Activities
|
122,297
|
|
|
207,329
|
|
|
240,125
|
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Capital contributions from WGL Holdings Inc.
|
402,728
|
|
|
—
|
|
|
—
|
|
|||
Long-term debt issued
|
—
|
|
|
195,556
|
|
|
248,125
|
|
|||
Long-term debt retired
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
|||
Debt issuance costs
|
(366
|
)
|
|
(661
|
)
|
|
(333
|
)
|
|||
Notes payable issued (retired)—net
|
(27,998
|
)
|
|
81,000
|
|
|
(47,000
|
)
|
|||
Project financing
|
53,018
|
|
|
9,314
|
|
|
38,468
|
|
|||
Dividends on common stock and preferred stock
|
(88,908
|
)
|
|
(87,118
|
)
|
|
(83,116
|
)
|
|||
Other financing activities—net
|
(6,197
|
)
|
|
(1,982
|
)
|
|
(277
|
)
|
|||
Net Cash Provided by (Used in) Financing Activities
|
332,277
|
|
|
196,109
|
|
|
130,867
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Net proceeds from sale of assets
|
—
|
|
|
—
|
|
|
19,749
|
|
|||
Capital expenditures (excluding AFUDC)
|
(392,830
|
)
|
|
(403,438
|
)
|
|
(390,741
|
)
|
|||
Insurance proceeds related to investing properties
|
3,238
|
|
|
—
|
|
|
—
|
|
|||
Net Cash Used in Investing Activities
|
(389,592
|
)
|
|
(403,438
|
)
|
|
(370,992
|
)
|
|||
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
64,982
|
|
|
—
|
|
|
—
|
|
|||
Cash, Cash Equivalents, and Restricted Cash at Beginning of the Year
|
1
|
|
|
1
|
|
|
1
|
|
|||
Cash, Cash equivalents and Restricted Cash at End of the Year
|
$
|
64,983
|
|
|
$
|
1
|
|
|
$
|
1
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (Note 19)
|
|
|
|
|
|
|
|
September 30,
|
||||||||||||
($ In thousands, except shares)
|
|
2018
|
|
|
|
2017
|
|
|
||||||
Common Shareholder’s Equity
|
|
|
|
|
|
|
|
|
||||||
Common stock, $1 par value, 80,000,000 shares authorized, 46,479,536 shares issued
|
|
$
|
46,479
|
|
|
|
|
$
|
46,479
|
|
|
|
||
Paid-in capital
|
|
879,273
|
|
|
|
|
492,101
|
|
|
|
||||
Retained earnings
|
|
518,842
|
|
|
|
|
630,691
|
|
|
|
||||
Accumulated other comprehensive loss, net of taxes
|
|
(1,830
|
)
|
|
|
|
(4,522
|
)
|
|
|
||||
Total Common Shareholder’s Equity
|
|
1,442,764
|
|
|
56.4
|
%
|
|
1,164,749
|
|
|
50.1
|
%
|
||
Preferred Stock
|
|
|
|
|
|
|
|
|
||||||
Washington Gas Light Company, without par value, 1,500,000 shares authorized—issued and outstanding:
|
|
|
|
|
|
|
|
|
||||||
$4.80 series, 150,000 shares
|
|
15,000
|
|
|
|
|
15,000
|
|
|
|
||||
$4.25 series, 70,600 shares
|
|
7,173
|
|
|
|
|
7,173
|
|
|
|
||||
$5.00 series, 60,000 shares
|
|
6,000
|
|
|
|
|
6,000
|
|
|
|
||||
Total Preferred Stock
|
|
28,173
|
|
|
1.1
|
%
|
|
28,173
|
|
|
1.2
|
%
|
||
Long-Term Debt
|
|
|
|
|
|
|
|
|
||||||
Due fiscal year 2019, 7.46%
|
|
50,000
|
|
|
|
|
50,000
|
|
|
|
||||
Due fiscal year 2020, 4.76%
|
|
50,000
|
|
|
|
|
50,000
|
|
|
|
||||
Due fiscal year 2023, 6.65%
|
|
20,000
|
|
|
|
|
20,000
|
|
|
|
||||
Due fiscal year 2025, 5.44%
|
|
40,500
|
|
|
|
|
40,500
|
|
|
|
||||
Due fiscal year 2027, 6.40% to 6.82%
|
|
125,000
|
|
|
|
|
125,000
|
|
|
|
||||
Due fiscal year 2028, 6.57% to 6.85%
|
|
52,000
|
|
|
|
|
52,000
|
|
|
|
||||
Due fiscal year 2030, 7.50%
|
|
8,500
|
|
|
|
|
8,500
|
|
|
|
||||
Due fiscal year 2036, 5.70% to 5.78%
|
|
50,000
|
|
|
|
|
50,000
|
|
|
|
||||
Due fiscal year 2041, 5.21%
|
|
75,000
|
|
|
|
|
75,000
|
|
|
|
||||
Due fiscal year 2044, 4.22% to 5.00%
|
|
175,000
|
|
|
|
|
175,000
|
|
|
|
||||
Due fiscal year 2045, 4.24%
|
|
50,000
|
|
|
|
|
50,000
|
|
|
|
||||
Due fiscal year 2046, 3.80%
|
|
450,000
|
|
|
|
|
450,000
|
|
|
|
||||
Total Long-Term Debt
|
|
1,146,000
|
|
|
|
|
1,146,000
|
|
|
|
||||
Unamortized discount
|
|
(2,934
|
)
|
|
|
|
(3,042
|
)
|
|
|
||||
Unamortized debt expense
|
|
(8,133
|
)
|
|
|
|
(8,497
|
)
|
|
|
||||
Less—current maturities
|
|
50,000
|
|
|
|
|
—
|
|
|
|
||||
Total Long-Term Debt
|
|
1,084,933
|
|
|
42.5
|
%
|
|
1,134,461
|
|
|
48.7
|
%
|
||
Total Capitalization
|
|
$
|
2,555,870
|
|
|
100.0
|
%
|
|
$
|
2,327,383
|
|
|
100.0
|
%
|
|
Common Stock
|
|
Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated Other
Comprehensive
Loss, Net of Taxes
|
|
|
|||||||||||||
(In thousands, except shares)
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
Balance, September 30, 2015
|
46,479,536
|
|
|
$
|
46,479
|
|
|
$
|
483,677
|
|
|
$
|
557,848
|
|
|
$
|
(6,712
|
)
|
|
$
|
1,081,292
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
113,114
|
|
|
—
|
|
|
113,114
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,118
|
)
|
|
(1,118
|
)
|
|||||
Stock-based compensation
(a)
|
—
|
|
|
—
|
|
|
4,458
|
|
|
—
|
|
|
—
|
|
|
4,458
|
|
|||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(82,980
|
)
|
|
—
|
|
|
(82,980
|
)
|
|||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,320
|
)
|
|
—
|
|
|
(1,320
|
)
|
|||||
Balance, September 30, 2016
|
46,479,536
|
|
|
46,479
|
|
|
488,135
|
|
|
586,662
|
|
|
(7,830
|
)
|
|
1,113,446
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
131,792
|
|
|
—
|
|
|
131,792
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,308
|
|
|
3,308
|
|
|||||
Stock-based compensation
(a)
|
—
|
|
|
—
|
|
|
3,966
|
|
|
—
|
|
|
—
|
|
|
3,966
|
|
|||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(86,443
|
)
|
|
—
|
|
|
(86,443
|
)
|
|||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,320
|
)
|
|
—
|
|
|
(1,320
|
)
|
|||||
Balance, September 30, 2017
|
46,479,536
|
|
|
46,479
|
|
|
492,101
|
|
|
630,691
|
|
|
(4,522
|
)
|
|
1,164,749
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,642
|
)
|
|
—
|
|
|
(26,642
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,176
|
|
|
4,176
|
|
|||||
Stock-based compensation
(a)
|
—
|
|
|
—
|
|
|
(15,556
|
)
|
|
4,197
|
|
|
—
|
|
|
(11,359
|
)
|
|||||
Capital contributed by WGL Holdings
|
—
|
|
|
—
|
|
|
402,728
|
|
|
—
|
|
|
—
|
|
|
402,728
|
|
|||||
ASU 2018-02 adoption impact
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,484
|
|
|
(1,484
|
)
|
|
—
|
|
|||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,568
|
)
|
|
—
|
|
|
(89,568
|
)
|
|||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,320
|
)
|
|
—
|
|
|
(1,320
|
)
|
|||||
Balance, September 30, 2018
|
46,479,536
|
|
|
$
|
46,479
|
|
|
$
|
879,273
|
|
|
$
|
518,842
|
|
|
$
|
(1,830
|
)
|
|
$
|
1,442,764
|
|
|
Washington Gas Light Company
|
|||||||
Changes in Asset Retirement Obligations
|
|||||||
(In millions)
|
|
||||||
September 30,
|
2018
|
|
2017
|
||||
Asset retirement obligations at beginning of year
|
$
|
298.9
|
|
|
$
|
206.6
|
|
Liabilities incurred in the period
|
1.4
|
|
|
2.0
|
|
||
Revaluation of asset retirement obligation
|
—
|
|
|
89.5
|
|
||
Liabilities settled in the period
|
(7.3
|
)
|
|
(7.2
|
)
|
||
Accretion expense
|
12.5
|
|
|
8.0
|
|
||
Asset retirement obligations at the end of the year
(a)
|
$
|
305.5
|
|
|
$
|
298.9
|
|
ACCOUNTING STANDARDS ADOPTED IN FISCAL YEAR 2018
|
||||||
Standard
|
|
Description
|
|
Date of adoption
|
|
Effect on the financial statements or other significant matters
|
ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
|
|
This update provides an option to reclassify the stranded tax effects resulting from the enactment of the Tax Act from accumulated other comprehensive income to retained earnings. The amendment only relates to the reclassification of the income tax effects of the Tax Act and the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected.
Election to reclassify the income tax effects in accumulated other comprehensive income (AOCI) to retained earnings is voluntary and should be disclosed if AOCI is not adjusted. WGL elected to early adopt this standard in the fourth quarter of fiscal year 2018. |
|
September 30, 2018
|
|
As a result of the early adoption of this standard, WGL and Washington Gas reclassified a credit of $1.8 million and $1.5 million, respectively, from AOCI to retained earnings at September 30, 2018.
|
ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)
|
|
This standard requires restricted cash and restricted cash equivalents to be included in the cash and cash equivalents balances when reconciling the statement of cash flows. Presentation of restricted cash balances should be applied retrospectively to the statement of cash flows. WGL elected early adoption of this standard.
|
|
September 30, 2018
|
|
At September 30, 2018, WGL had a balance of $65.0 million in multiple rabbi trusts invested in money market funds. These amounts are included in cash, cash equivalents and restricted cash balance in the Statement of Cash Flows for the fiscal year ended September 30, 2018. We did not have restricted cash and restricted cash equivalents for the fiscal years ended September 30, 2017 and 2016. For a further discussion, see the Statements of Cash Flows and Note 19-
Supplemental Cash Flow Information
.
|
ASU 2016-15, Statement of Cash Flows (Topic 230)—Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging Issues Task Force)
|
|
This update provides guidance on the classification of certain cash receipts and payments in the statement of cash flows. Early adoption is permitted and WGLH and Washington Gas elected early adoption of this standard.
|
|
September 30, 2018
|
|
In September 2018, WGL and Washington Gas each reclassified $3.2 million of insurance proceeds related to our property and equipment from “Net Cash Provided by Operating Activities” to “Net Cash Used in Investing Activities” in Statement of Cash flows for the fiscal year ended September 30, 2018. We evaluated the impact of accounting guidance ASU 2016-15, and concluded that no other adjustments were needed for the fiscal years ended September 30, 2017 and 2016.
|
ASU 2018-05, Income Taxes (Topic 740)—Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118
|
|
This standard adds to the Codification various SEC paragraphs pursuant to the Issuance of Staff Accounting Bulletin (SAB) No. 118. and addresses the specific situation in which the initial accounting for certain income tax effects of the Tax Act will not be complete at the time that financial statements were issued covering the reporting period that includes the enactment date of December 22, 2017.
|
|
October 1, 2017
|
|
Quarterly disclosures were incorporated in the Income Tax footnote in each of the FY 2018 Form 10-Q's filed with the SEC and will continue to be updated until the end of the measurement period. See Note 8-
Income Taxes
of the Notes to Consolidated Financial Statements for additional information.
|
ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
|
|
This standard simplifies several aspects of the accounting for share-based payment transactions, including accounting for income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows.
|
|
October 1, 2017
|
|
Forfeitures - WGL has elected to continue to estimate forfeitures for its share-based payment awards rather than account for forfeitures when they occur.
Income Taxes - On October 1, 2017, WGL and Washington Gas recorded $4.3 million and $4.2 million, respectively, on a modified retrospective basis, as a cumulative effect adjustment to retained earnings. For the fiscal year ended September 30, 2018, WGL and Washington Gas recorded $3.5 million and $3.2 million, respectively, to current tax expense for excess tax benefits related to performance shares that vested in the period. Cash Flows - WGL and Washington Gas retroactively reclassified $3.6 million and $3.5 million, respectively, on the statement of cash flows for the fiscal year ended September 30, 2017 from operating to financing activities related to shares withheld to pay for employee taxes. For the presentation of excess tax benefits in the statement of cash flows, WGL elected to present the change prospectively. Statutory Tax Withholding - No changes were made. |
ASU 2016-06, Derivatives and Hedging (Topic 815) - Contingent Put and Call Options in Debt Instruments
|
|
The amendments in this update clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt
instruments are clearly and closely related to their debt hosts. The guidance states that for contingent call (put) options to be considered clearly and closely related, they can be indexed only to interest rates or credit risk. An entity is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. |
|
October 1, 2017
|
|
The implementation of this standard did not have an effect on WGL or Washington Gas' financial statements.
|
ASU 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory
|
|
This standard reduces the complexity in the current measurement of inventory. This ASU requires inventory to be measured at the lower of cost and net realizable value, where net realizable value is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation (no change to the definition of net realizable value). The amendment eliminates the guidance that requires inventory to be stated at the lower of cost or market, which includes consideration of the replacement cost of inventory and the net realizable value of inventory, less an approximately normal profit margin.
|
|
October 1, 2017
|
|
The implementation of this standard did not have a material effect on WGL or Washington Gas' financial statements. Refer to the “Change in Accounting Principle and Storage Gas Valuation Methods” section above for more information.
|
OTHER NEWLY ISSUED ACCOUNTING STANDARDS
|
||||||
Standard
|
|
Description
|
|
Required date of adoption
|
|
Effect on the financial statements or other significant matters
|
ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
|
|
This standard requires entities to report the service cost component in the same financial statement line item as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are to be presented separately from service cost and outside of operating income. In addition, only the service cost component of net benefit cost is eligible for capitalization. Changes to the presentation of service costs and other components of net benefit cost should be applied retrospectively. Changes in capitalization practices should be implemented prospectively.
|
|
October 1, 2018
|
|
We have concluded our evaluation of the interaction of this standard with the various regulatory provisions concerning pensions and post-retirement benefit costs. For the fiscal years ended September 30, 2018 and 2017, we expect to record a reclassification of $16.4 million and $6.5 million for WGL, and $11.6 million and $3.6 million for Washington Gas, respectively, of net periodic benefit income from operating expenses to other income in the Consolidated Statements of Income. The change in capitalization of retirement benefits will not have a material impact on WGL or Washington Gas' financial statements.
|
ASU 2014-09, Revenue from Contracts with Customers (Topic 606), including subsequent ASUs clarifying the guidance.
|
|
ASU 2014-09 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.
|
|
October 1, 2018
|
|
An implementation team has completed evaluating all revenue streams and reviewing contracts with customers, as well as, related financial statement disclosures to determine the impact the adoption of this standard will have on our financial statements. WGL has performed assessments and contract reviews of its revenue streams under the new revenue recognition model. WGL has finalized its review and is developing the new disclosures required by the standard. Currently, WGL does not expect adoption of this standard to have a material effect to its Consolidated Statements of Income or require a cumulative adjustment to retained earnings upon adoption of the standard. WGL will adopt using the modified retrospective approach.
|
ASU 2016-01, Financial Instruments (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities including subsequent ASUs clarifying the guidance.
|
|
The new standard amends certain disclosure requirements associated with the fair value of financial instruments, and 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. Early adoption is permitted.
|
|
October 1, 2018
|
|
We have completed our evaluation and the adoption of this standard will primarily impact the disclosure of our financial instruments in our Fair Value Measurements Footnote however, we do not expect the impact to be material.
|
ASU 2016-02, Leases (Topic 842), ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842, and ASU 2018-11, Targeted Improvements, including other subsequent ASUs clarifying the guidance.
|
|
ASU 2016-02 requires recognition of a right-to-use asset and lease liability by lessees on the statement of financial position and disclosure of key information about leasing arrangements. Lessor accounting remains substantially unchanged but the standard modifies what qualifies as a sales-type and direct financing lease and eliminated real-estate specific provisions.
The standard requires application using a modified retrospective approach.
ASU 2018-01 provides an optional election not to evaluate existing and expired land easements not previously accounted for as a lease.
ASU 2018-11 allows entities to elect to report comparative periods presented after adoption under the old lease standard (ASC Topic 840, Leases) and recognize a cumulative effect adjustment to the opening balance at the date of adoption. The update also provides lessors a practical expedient not requiring the separation of lease and non-lease components provided that certain conditions are met.
|
|
October 1, 2019
|
|
WGL is currently performing a scoping exercise by gathering a complete inventory of lease contracts in order to evaluate the impact of adopting ASC Topic 842 on its consolidated financial statements and expects that the new standard will have an impact on the Company’s balance sheet as all operating leases will need to be reflected on the balance sheet upon adoption. In addition, WGL currently expects to utilize the transition practical expedients which allow entities to not have to reassess whether an arrangement contains a lease under the provisions of ASC Topic 842.
|
ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
|
|
For credit losses on financial instruments, this standard changes the current incurred loss impairment methodology to an expected loss methodology and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates.
|
|
October 1, 2020
|
|
We are in the process of evaluating the impact the adoption of this standard will have on our financial statements. Early adoption is permitted.
|
ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted improvements to Accounting for Hedging Activities
|
|
The new standard amends the hedge accounting and recognition requirements by expanding an entity's ability to hedge non-financial and financial risk components and reduce the complexity in fair value hedges of interest rate risk. Additionally, this standard eliminates the requirement to separately measure and disclose the ineffective portion of the hedge with the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Early adoption is permitted.
|
|
October 1, 2020*
|
|
The proposed guidance would be applicable to WGL and only have an impact on new transactions that are entered into and where hedge accounting is elected.
|
ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement
|
|
This update modifies the disclosure requirements on fair value measurements.
|
|
October 1, 2020*
|
|
It is not expected that the adoption of this standard will have a material effect on our financial statements.
|
ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)
|
|
The update aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements to capitalize implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Capitalized implementation costs should be presented in the statement of financial position and the expenses, which are amortized over the term of the hosting arrangement, presented in statement of income in the same line items as prepayment of fees associated with the hosting arrangement.
|
|
October 1, 2020*
|
|
The adoption of this ASU is not expected to have a material effect on our financial statements. Early adoption is permitted.
|
ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans
|
|
This standard modifies the disclosure requirements related to defined benefit pension and other postretirement plans.
|
|
September 30, 2021*
|
|
We do not anticipate that adoption of this standard will have a material effect on WGL or Washington Gas' financial statements.
|
|
Regulatory Assets and Liabilities
|
|||||||||||||||
(In millions)
|
Regulatory Assets
|
|
Regulatory Liabilities
|
||||||||||||
September 30,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Current:
|
|
|
|
|
|
|
|
||||||||
Gas costs due from/to customers
(a)
|
$
|
4.4
|
|
|
$
|
0.2
|
|
|
$
|
9.0
|
|
|
$
|
10.6
|
|
Interruptible sharing
(a)
|
—
|
|
|
2.4
|
|
|
1.5
|
|
|
0.7
|
|
||||
Revenue normalization mechanisms for Maryland and Virginia
(a)
|
—
|
|
|
11.7
|
|
|
3.6
|
|
|
1.4
|
|
||||
Accelerated replacement recovery mechanisms
|
0.6
|
|
|
7.4
|
|
|
1.9
|
|
|
1.1
|
|
||||
Rates subject to refund
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
||||
Tax Cuts and Jobs Act rate refunds
(d)
|
—
|
|
|
—
|
|
|
18.1
|
|
|
$
|
—
|
|
|||
Total current
|
$
|
5.0
|
|
|
$
|
21.7
|
|
|
$
|
34.1
|
|
|
$
|
22.8
|
|
Deferred:
|
|
|
|
|
|
|
|
||||||||
Accrued asset removal costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
270.4
|
|
|
$
|
292.2
|
|
Deferred gas costs
(a)(b)
|
83.2
|
|
|
90.1
|
|
|
—
|
|
|
—
|
|
||||
Pension and other post-retirement benefits
|
|
|
|
|
|
|
|
||||||||
Deferred pension costs—trackers
(e)
|
9.1
|
|
|
19.7
|
|
|
—
|
|
|
—
|
|
||||
ASC Topic 715 unrecognized costs/income
(a)(f)
|
|
|
|
|
|
|
|
||||||||
Pensions
|
48.2
|
|
|
119.6
|
|
|
—
|
|
|
—
|
|
||||
Other post-retirement benefits
|
—
|
|
|
0.2
|
|
|
160.3
|
|
|
135.0
|
|
||||
Total pension and other post-retirement benefits
|
57.3
|
|
|
139.5
|
|
|
160.3
|
|
|
135.0
|
|
||||
Other:
|
|
|
|
|
|
|
|
||||||||
Income tax-related amounts due from/to customers
(g)
|
43.1
|
|
|
37.9
|
|
|
440.6
|
|
|
3.2
|
|
||||
Losses/gains on issuance and extinguishments of debt and interest-rate derivative instruments
(a)(h)
|
15.3
|
|
|
16.4
|
|
|
1.3
|
|
|
1.4
|
|
||||
Rights-of-way fees
(a)
|
—
|
|
|
—
|
|
|
1.9
|
|
|
0.7
|
|
||||
Business process outsourcing and related costs
(a)
|
6.2
|
|
|
8.2
|
|
|
—
|
|
|
—
|
|
||||
Non-retirement employee benefits
(a)(i)
|
16.5
|
|
|
17.8
|
|
|
—
|
|
|
—
|
|
||||
Deferred distribution integrity management
(a)(j)
|
5.8
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
||||
Recoverable portion of abandoned LNG facility
|
2.7
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
||||
Environmental response costs
(a)(k)
|
5.0
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
||||
Energy efficiency program-Maryland
|
4.5
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
||||
Other regulatory expenses
|
5.5
|
|
|
5.7
|
|
|
1.4
|
|
|
4.1
|
|
||||
Total other
|
$
|
104.6
|
|
|
$
|
104.6
|
|
|
$
|
445.2
|
|
|
$
|
9.4
|
|
Total deferred
|
$
|
245.1
|
|
|
$
|
334.2
|
|
|
$
|
875.9
|
|
|
$
|
436.6
|
|
Total
|
$
|
250.1
|
|
|
$
|
355.9
|
|
|
$
|
910.0
|
|
|
$
|
459.4
|
|
|
WGL Holdings, Inc.
|
|||||||
|
September 30,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Accounts payable—trade
|
$
|
420.0
|
|
|
$
|
361.6
|
|
Employee benefits and payroll accruals
|
34.2
|
|
|
35.0
|
|
||
Other accrued liabilities
|
64.6
|
|
|
27.2
|
|
||
Total
|
$
|
518.8
|
|
|
$
|
423.8
|
|
|
Committed Credit Available (In millions)
|
|||||||||||
September 30, 2018
|
WGL
(b)
|
|
Washington
Gas
|
|
Total
Consolidated
|
||||||
Committed credit agreements
|
|
|
|
|
|
||||||
Unsecured revolving credit facility, expires December 19, 2019
(a)
|
$
|
650.0
|
|
|
$
|
350.0
|
|
|
$
|
1,000.0
|
|
Less: Commercial Paper
|
(492.5
|
)
|
|
(95.0
|
)
|
|
(587.5
|
)
|
|||
Net committed credit available
|
$
|
157.5
|
|
|
$
|
255.0
|
|
|
$
|
412.5
|
|
Weighted average interest rate
|
2.61
|
%
|
|
2.42
|
%
|
|
2.58
|
%
|
|||
September 30, 2017
|
|
|
|
|
|
||||||
Committed credit agreements
|
|
|
|
|
|
||||||
Unsecured revolving credit facility, expires December 19, 2019
(a)
|
$
|
650.0
|
|
|
$
|
350.0
|
|
|
$
|
1,000.0
|
|
Less: Commercial Paper
|
(382.0
|
)
|
|
(123.0
|
)
|
|
(505.0
|
)
|
|||
Net committed credit available
|
$
|
268.0
|
|
|
$
|
227.0
|
|
|
$
|
495.0
|
|
Weighted average interest rate
|
1.52
|
%
|
|
1.22
|
%
|
|
1.45
|
%
|
|
Long-Term Debt Outstanding
|
|||||||||||
($ In millions)
|
WGL
(a)
|
|
Washington Gas
|
|
Total Consolidated
|
||||||
September 30, 2018
|
|
|
|
|
|
||||||
Long-term debt
(b)
|
$
|
850.0
|
|
|
$
|
1,146.0
|
|
|
$
|
1,996.0
|
|
Unamortized discount
|
(1.4
|
)
|
|
(2.9
|
)
|
|
(4.3
|
)
|
|||
Unamortized debt expenses
|
(3.7
|
)
|
|
(8.1
|
)
|
|
(11.8
|
)
|
|||
Total Long-Term Debt
|
$
|
844.9
|
|
|
$
|
1,135.0
|
|
|
$
|
1,979.9
|
|
Weighted average interest rate
|
3.06
|
%
|
|
4.89
|
%
|
|
4.11
|
%
|
|||
September 30, 2017
|
|
|
|
|
|
||||||
Long-term debt
(b)
|
$
|
550.0
|
|
|
$
|
1,146.0
|
|
|
$
|
1,696.0
|
|
Unamortized discount
|
(1.5
|
)
|
|
(3.0
|
)
|
|
(4.5
|
)
|
|||
Unamortized debt expenses
|
(2.1
|
)
|
|
(8.5
|
)
|
|
(10.6
|
)
|
|||
Total Long-Term Debt
|
$
|
546.4
|
|
|
$
|
1,134.5
|
|
|
$
|
1,680.9
|
|
Weighted average interest rate
|
2.81
|
%
|
|
4.89
|
%
|
|
4.21
|
%
|
Long-Term Debt Issuances and Retirements
|
|||||||||||
($ In millions)
|
Principal
(b)
|
|
Interest
Rate
(f)
|
|
Effective Cost(
f)
|
|
Nominal Maturity Date
|
||||
Year Ended September 30, 2018
|
|
|
|
|
|
|
|
||||
WGL
(a)
|
|
|
|
|
|
|
|
||||
Issuances:
|
|
|
|
|
|
|
|
||||
11/29/2017
|
$
|
300.0
|
|
|
1.88
|
%
|
(c)
|
2.01
|
%
|
|
11/29/2019
|
3/14/2018
|
$
|
250.0
|
|
|
2.66
|
%
|
(d)
|
2.79
|
%
|
|
03/12/2020
|
Total consolidated issuances
|
$
|
550.0
|
|
|
|
|
|
|
|
||
WGL
(a)
|
|
|
|
|
|
|
|
||||
Retirements:
|
|
|
|
|
|
|
|
||||
02/18/2018
|
$
|
250.0
|
|
|
1.24
|
%
|
|
1.24
|
%
|
|
2/18/2018
|
Total
|
$
|
250.0
|
|
|
|
|
|
|
|
||
Year Ended September 30, 2017
|
|
|
|
|
|
|
|
||||
WGL
(a)
|
|
|
|
|
|
|
|
||||
Issuances:
|
|
|
|
|
|
|
|
||||
1/26/2017
|
$
|
50.0
|
|
|
1.57
|
%
|
(e)
|
|
|
1/26/2019
|
|
Total
|
$
|
50.0
|
|
|
|
|
|
|
|
||
Washington Gas
|
|
|
|
|
|
|
|
||||
Issuances:
|
|
|
|
|
|
|
|
||||
9/18/2017
|
$
|
200.0
|
|
|
3.80
|
%
|
|
|
|
9/15/2046
|
|
Total
|
200.0
|
|
|
|
|
|
|
|
|||
Total consolidated issuances
|
$
|
250.0
|
|
|
|
|
|
|
|
Long-Term Debt Maturities
(a)
|
|||||||||||
(In millions)
|
WGL
(b)
|
|
Washington Gas
|
|
Total
|
||||||
2019
|
$
|
50.0
|
|
|
$
|
50.0
|
|
|
$
|
100.0
|
|
2020
|
650.0
|
|
|
50.0
|
|
|
700.0
|
|
|||
2023
|
—
|
|
|
20.0
|
|
|
20.0
|
|
|||
Thereafter
|
150.0
|
|
|
1,026.0
|
|
|
1,176.0
|
|
|||
Total
|
$
|
850.0
|
|
|
$
|
1,146.0
|
|
|
$
|
1,996.0
|
|
Less: current maturities
|
50.0
|
|
|
50.0
|
|
|
100.0
|
|
|||
Total non-current
|
$
|
800.0
|
|
|
$
|
1,096.0
|
|
|
$
|
1,896.0
|
|
|
|
Preferred Stock
|
||||||||
Preferred
|
|
|
|
Liquidation Preference
|
|
|
||
Series
|
|
Shares
|
|
Per Share
|
|
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
|
|
Washington Gas Light Company
|
|||||||||||
Components of Income Tax Expense (Benefit)
|
|||||||||||
|
Years Ended September 30,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
INCOME TAX EXPENSE
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
1,722
|
|
|
$
|
(48,064
|
)
|
State
|
1,274
|
|
|
1,283
|
|
|
(2,957
|
)
|
|||
Total current
|
1,274
|
|
|
3,005
|
|
|
(51,021
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
|
|
|
|
|
||||||
Accelerated depreciation
|
(27,846
|
)
|
|
83,009
|
|
|
93,385
|
|
|||
Other
|
(8,485
|
)
|
|
(18,419
|
)
|
|
13,826
|
|
|||
State
|
|
|
|
|
|
||||||
Accelerated depreciation
|
12,533
|
|
|
15,033
|
|
|
13,081
|
|
|||
Other
|
(2,637
|
)
|
|
(2,037
|
)
|
|
3,190
|
|
|||
Total deferred
(a)
|
(26,435
|
)
|
|
77,586
|
|
|
123,482
|
|
|||
Amortization of investment tax credits
|
(702
|
)
|
|
(751
|
)
|
|
(795
|
)
|
|||
Total income tax expense
|
$
|
(25,863
|
)
|
|
$
|
79,840
|
|
|
$
|
71,666
|
|
WGL Holdings, Inc.
|
|||||||||||||||||
Reconciliation Between the Statutory Federal Income Tax Rate and Effective Tax Rate
|
|||||||||||||||||
|
Years Ended September 30,
|
||||||||||||||||
($ In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Income taxes at statutory federal income tax rate
(a)
|
$
|
(6,784
|
)
|
21.00
|
%
|
|
$
|
101,157
|
|
35.00
|
%
|
|
$
|
93,253
|
|
35.00
|
%
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|
|
|
|||||||||
Accelerated depreciation less amount deferred
|
1,079
|
|
(3.34
|
)
|
|
2,213
|
|
0.77
|
|
|
2,445
|
|
0.92
|
|
|||
Allowance for funds used during construction
|
(1,891
|
)
|
5.85
|
|
|
(1,625
|
)
|
(0.56
|
)
|
|
(1,537
|
)
|
(0.58
|
)
|
|||
Amortization of investment tax credits
|
(7,398
|
)
|
22.90
|
|
|
(7,504
|
)
|
(2.60
|
)
|
|
(6,132
|
)
|
(2.30
|
)
|
|||
Amortization of excess deferred taxes
|
(9,889
|
)
|
30.61
|
|
|
(201
|
)
|
(0.07
|
)
|
|
—
|
|
—
|
|
|||
Cost of removal
|
(1,561
|
)
|
4.83
|
|
|
(2,944
|
)
|
(1.02
|
)
|
|
(3,722
|
)
|
(1.40
|
)
|
|||
State income taxes-net of federal benefit
|
3,976
|
|
(12.31
|
)
|
|
13,472
|
|
4.66
|
|
|
12,969
|
|
4.87
|
|
|||
Release of valuation allowance
|
(2,188
|
)
|
6.77
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Merger related costs
|
2,044
|
|
(6.33
|
)
|
|
2,292
|
|
0.79
|
|
|
—
|
|
—
|
|
|||
Non-controlling interest
|
6,199
|
|
(19.19
|
)
|
|
5,627
|
|
1.95
|
|
|
—
|
|
—
|
|
|||
Re-measurement
|
(28,743
|
)
|
88.97
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
ASU 2016-09 adoption
|
(3,521
|
)
|
10.90
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Return to provision adjustment
|
(6,279
|
)
|
19.44
|
|
|
(3,062
|
)
|
(1.06
|
)
|
|
(1,012
|
)
|
(0.38
|
)
|
|||
Other items-net
|
1,504
|
|
(4.66
|
)
|
|
1,734
|
|
0.60
|
|
|
1,810
|
|
0.68
|
|
|||
Total income tax expense (benefit) and effective tax rate
|
$
|
(53,452
|
)
|
165.44
|
%
|
|
$
|
111,159
|
|
38.46
|
%
|
|
$
|
98,074
|
|
36.81
|
%
|
Washington Gas Light Company
|
||||||||||||||||||||
Reconciliation Between the Statutory Federal Income Tax Rate and Effective Tax Rate
|
||||||||||||||||||||
|
Years Ended September 30,
|
|||||||||||||||||||
($ In thousands)
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Income taxes at statutory federal income tax rate
(a)
|
$
|
(11,026
|
)
|
|
21.00
|
%
|
|
$
|
74,071
|
|
|
35.00
|
%
|
|
$
|
64,673
|
|
|
35.00
|
%
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Accelerated depreciation less amount deferred
|
1,079
|
|
|
(2.06
|
)
|
|
2,213
|
|
|
1.05
|
|
|
2,445
|
|
|
1.32
|
|
|||
Allowance for funds used during construction
|
(70
|
)
|
|
0.13
|
|
|
(291
|
)
|
|
(0.14
|
)
|
|
(509
|
)
|
|
(0.28
|
)
|
|||
Amortization of investment tax credits
|
(703
|
)
|
|
1.34
|
|
|
(751
|
)
|
|
(0.35
|
)
|
|
(795
|
)
|
|
(0.43
|
)
|
|||
Amortization of excess deferred taxes
|
(9,798
|
)
|
|
18.66
|
|
|
(196
|
)
|
|
(0.09
|
)
|
|
—
|
|
|
—
|
|
|||
Cost of removal
|
(1,561
|
)
|
|
2.97
|
|
|
(2,944
|
)
|
|
(1.39
|
)
|
|
(3,722
|
)
|
|
(2.01
|
)
|
|||
State income taxes-net of federal benefit
|
(2,659
|
)
|
|
5.06
|
|
|
9,482
|
|
|
4.48
|
|
|
8,310
|
|
|
4.50
|
|
|||
Consolidated tax sharing allocation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,073
|
|
|
0.58
|
|
|||
Re-measurement
|
7,031
|
|
|
(13.39
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
ASU 2016-09 adoption
|
(3,223
|
)
|
|
6.14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Return to provision adjustment
|
(4,669
|
)
|
|
8.89
|
|
|
(4,859
|
)
|
|
(2.30
|
)
|
|
(1,353
|
)
|
|
(0.73
|
)
|
|||
Other items-net
|
(264
|
)
|
|
0.50
|
|
|
3,115
|
|
|
1.47
|
|
|
1,544
|
|
|
0.84
|
|
|||
Total income tax expense (benefit) and effective tax rate
|
$
|
(25,863
|
)
|
|
49.24
|
%
|
|
$
|
79,840
|
|
|
37.73
|
%
|
|
$
|
71,666
|
|
|
38.79
|
%
|
WGL Holdings, Inc.
|
|||||||||
Components of Accumulated Deferred Income Tax Assets (Liabilities)
|
|||||||||
|
|
||||||||
(In thousands)
|
2018
|
|
2017
|
||||||
Deferred income tax assets:
|
|
|
|
|
|
||||
Pensions
|
|
$
|
43,553
|
|
|
|
$
|
42,593
|
|
Uncollectible accounts
|
|
3,714
|
|
|
|
10,617
|
|
||
Inventory overheads
|
|
4,090
|
|
|
|
6,617
|
|
||
Employee compensation and benefits
|
|
52,526
|
|
|
|
45,202
|
|
||
Income taxes recoverable through future rates
|
|
121,145
|
|
|
|
—
|
|
||
Derivatives
|
|
10,787
|
|
|
|
13,802
|
|
||
Deferred gas costs
|
|
—
|
|
|
|
1,485
|
|
||
Solar grant/investment tax credit
|
|
58,514
|
|
|
|
61,773
|
|
||
Tax credit carry forward
|
|
158,167
|
|
|
|
160,077
|
|
||
Net operating loss
|
|
114,625
|
|
|
|
30,278
|
|
||
Other
(a)
|
|
5,346
|
|
|
|
2,693
|
|
||
Total assets
|
|
572,467
|
|
|
|
375,137
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
||||
Other post-retirement benefits
|
|
106,700
|
|
|
|
90,031
|
|
||
Accelerated depreciation and other plant related items
|
|
756,022
|
|
|
|
1,068,951
|
|
||
Losses/gains on reacquired debt
|
|
581
|
|
|
|
1,047
|
|
||
Income taxes recoverable through future rates
|
|
—
|
|
|
|
33,502
|
|
||
Deferred gas costs
|
|
3,041
|
|
|
|
—
|
|
||
Partnership basis differences
|
|
41,459
|
|
|
|
46,968
|
|
||
Valuation allowances
|
|
—
|
|
|
|
2,188
|
|
||
Total liabilities
|
|
907,803
|
|
|
|
1,242,687
|
|
||
Net accumulated deferred income tax assets (liabilities)
|
|
$
|
(335,336
|
)
|
|
|
$
|
(867,550
|
)
|
Washington Gas Light Company
|
|||||||||
Components of Accumulated Deferred Income Tax Assets (Liabilities)
|
|||||||||
|
|
||||||||
(In thousands)
|
2018
|
|
2017
|
||||||
Deferred income tax assets:
|
|
|
|
|
|
||||
Pensions
|
|
$
|
43,071
|
|
|
|
$
|
41,907
|
|
Uncollectible accounts
|
|
1,131
|
|
|
|
7,815
|
|
||
Inventory overheads
|
|
4,090
|
|
|
|
6,617
|
|
||
Employee compensation and benefits
|
|
51,006
|
|
|
|
47,479
|
|
||
Derivatives
|
|
7,435
|
|
|
|
11,187
|
|
||
Income taxes recoverable through future rates
|
|
121,357
|
|
|
|
—
|
|
||
Deferred gas costs
|
|
—
|
|
|
|
1,485
|
|
||
Net operating loss
|
|
90,943
|
|
|
|
—
|
|
||
Total assets
|
|
319,033
|
|
|
|
116,490
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
|
||||
Other post-retirement benefits
|
|
106,289
|
|
|
|
89,494
|
|
||
Accelerated depreciation and other plant related items
|
|
615,499
|
|
|
|
876,235
|
|
||
Losses/gains on reacquired debt
|
|
581
|
|
|
|
1,047
|
|
||
Income taxes recoverable through future rates
|
|
—
|
|
|
|
33,324
|
|
||
Deferred gas costs
|
|
3,041
|
|
|
|
—
|
|
||
Other
|
|
3,430
|
|
|
|
4,775
|
|
||
Total liabilities
|
|
728,840
|
|
|
|
1,004,875
|
|
||
Net accumulated deferred income tax assets (liabilities)
|
|
$
|
(409,807
|
)
|
|
|
$
|
(888,385
|
)
|
Unrecognized Tax Benefits
|
|||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Total unrecognized tax benefits, October 1,
|
$
|
48,009
|
|
|
$
|
42,283
|
|
|
$
|
38,627
|
|
Increases in tax positions relating to current year
|
10,947
|
|
|
10,766
|
|
|
10,645
|
|
|||
Decreases in tax positions relating to prior year
|
(15,389
|
)
|
|
(5,040
|
)
|
|
(6,989
|
)
|
|||
Total unrecognized tax benefits, September 30,
|
$
|
43,567
|
|
|
$
|
48,009
|
|
|
$
|
42,283
|
|
|
Post-Retirement Benefits
|
|||||||||||||||
|
|
|
|
|
Health and Life
|
||||||||||
(In millions)
|
Pension Benefits
(a)
|
|
Benefits
|
||||||||||||
Year Ended September 30,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in projected benefit obligation
(b)
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at beginning of year
|
$
|
1,047.5
|
|
|
$
|
1,069.3
|
|
|
$
|
309.0
|
|
|
$
|
324.3
|
|
Service cost
|
14.9
|
|
|
16.5
|
|
|
5.3
|
|
|
5.8
|
|
||||
Interest cost
|
39.6
|
|
|
38.4
|
|
|
11.7
|
|
|
11.7
|
|
||||
Change in plan benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||
Actuarial loss (gain)
|
(65.2
|
)
|
|
(28.2
|
)
|
|
(28.7
|
)
|
|
(18.9
|
)
|
||||
Retiree contributions and rebates
|
—
|
|
|
—
|
|
|
1.9
|
|
|
1.8
|
|
||||
Benefits paid
|
(47.0
|
)
|
|
(48.5
|
)
|
|
(15.9
|
)
|
|
(16.8
|
)
|
||||
Projected benefit obligation at end of year
(b)
|
$
|
989.8
|
|
|
$
|
1,047.5
|
|
|
$
|
283.3
|
|
|
$
|
309.0
|
|
Change in plan assets
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at beginning of year
|
$
|
872.5
|
|
|
$
|
850.0
|
|
|
$
|
540.5
|
|
|
$
|
505.0
|
|
Actual return on plan assets
|
38.8
|
|
|
68.6
|
|
|
43.0
|
|
|
48.1
|
|
||||
Company contributions
|
1.8
|
|
|
4.4
|
|
|
5.0
|
|
|
8.2
|
|
||||
Retiree contributions and rebates
|
—
|
|
|
—
|
|
|
1.9
|
|
|
1.8
|
|
||||
Expenses
|
(2.2
|
)
|
|
(2.0
|
)
|
|
(5.2
|
)
|
|
(5.8
|
)
|
||||
Benefits paid
|
(47.0
|
)
|
|
(48.5
|
)
|
|
(15.9
|
)
|
|
(16.8
|
)
|
||||
Fair value of plan assets at end of year
|
$
|
863.9
|
|
|
$
|
872.5
|
|
|
$
|
569.3
|
|
|
$
|
540.5
|
|
Funded status at end of year
|
$
|
(125.9
|
)
|
|
$
|
(175.0
|
)
|
|
$
|
286.0
|
|
|
$
|
231.5
|
|
Total amounts recognized on balance sheet
|
|
|
|
|
|
|
|
||||||||
Non-current asset
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
286.0
|
|
|
$
|
231.5
|
|
Current liability
|
(20.2
|
)
|
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
||||
Non-current liability
|
(105.7
|
)
|
|
(168.5
|
)
|
|
—
|
|
|
—
|
|
||||
Total recognized
|
$
|
(125.9
|
)
|
|
$
|
(175.0
|
)
|
|
$
|
286.0
|
|
|
$
|
231.5
|
|
Projected and accumulated benefit obligation
|
|||||||||||||||||||||||
(In millions)
|
Qualified Pension Plan
|
|
DB SERP
|
|
DB Restoration
|
||||||||||||||||||
September 30,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Projected benefit obligation
|
$
|
923.6
|
|
|
$
|
983.1
|
|
|
$
|
62.2
|
|
|
$
|
60.2
|
|
|
$
|
4.0
|
|
|
$
|
4.2
|
|
Accumulated benefit obligation
|
$
|
859.1
|
|
|
$
|
905.8
|
|
|
$
|
60.7
|
|
|
$
|
57.5
|
|
|
$
|
3.0
|
|
|
$
|
3.0
|
|
Unrecognized Costs/Income Recorded on the Balance Sheet
|
|||||||||||||||
(In millions)
|
Pension Benefits
|
|
Health and
Life Benefits
|
||||||||||||
September 30,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Actuarial net loss (gain)
|
$
|
61.0
|
|
|
$
|
136.1
|
|
|
$
|
(64.5
|
)
|
|
$
|
(21.8
|
)
|
Prior service cost (credit)
|
0.9
|
|
|
1.2
|
|
|
(107.2
|
)
|
|
(124.9
|
)
|
||||
Total
|
$
|
61.9
|
|
|
$
|
137.3
|
|
|
$
|
(171.7
|
)
|
|
$
|
(146.7
|
)
|
Regulatory asset (liability)
(a)
|
$
|
48.2
|
|
|
$
|
119.6
|
|
|
$
|
(160.5
|
)
|
|
$
|
(137.2
|
)
|
Pre-tax accumulated other comprehensive loss (gain)
(b)
|
13.7
|
|
|
17.7
|
|
|
(11.2
|
)
|
|
(9.5
|
)
|
||||
Total
|
$
|
61.9
|
|
|
$
|
137.3
|
|
|
$
|
(171.7
|
)
|
|
$
|
(146.7
|
)
|
Amounts Recognized During Fiscal Year 2018
|
|||||||||||||||
|
Regulatory assets/liabilities
|
|
Accumulated other
comprehensive loss
|
||||||||||||
(In millions)
|
Pension
Benefits
|
|
Health and
Life Benefits
|
|
Pension
Benefits
|
|
Health and
Life Benefits
|
||||||||
Actuarial net loss
|
$
|
13.5
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
Prior service cost (credit)
|
0.2
|
|
|
(16.5
|
)
|
|
0.1
|
|
|
(1.1
|
)
|
||||
Total
|
$
|
13.7
|
|
|
$
|
(16.5
|
)
|
|
$
|
2.2
|
|
|
$
|
(1.1
|
)
|
Amounts to be Recognized During Fiscal Year 2019
|
|||||||||||||||
|
Regulatory assets/liabilities
|
|
Accumulated other
comprehensive loss
|
||||||||||||
(In millions)
|
Pension
Benefits
|
|
Health and
Life Benefits
|
|
Pension
Benefits
|
|
Health and
Life Benefits
|
||||||||
Actuarial net loss
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
—
|
|
Prior service cost (credit)
|
0.1
|
|
|
(15.7
|
)
|
|
0.1
|
|
|
(1.1
|
)
|
||||
Total
|
$
|
4.1
|
|
|
$
|
(15.7
|
)
|
|
$
|
1.6
|
|
|
$
|
(1.1
|
)
|
Components of Net Periodic Benefit Costs (Income)
|
|||||||||||||||||||||||
(In millions)
|
Pension Benefits
|
|
Health and Life Benefits
|
||||||||||||||||||||
Year Ended September 30,
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
14.9
|
|
|
$
|
16.5
|
|
|
$
|
14.2
|
|
|
$
|
5.3
|
|
|
$
|
5.8
|
|
|
$
|
4.6
|
|
Interest cost
|
39.6
|
|
|
38.4
|
|
|
41.3
|
|
|
11.7
|
|
|
11.7
|
|
|
13.1
|
|
||||||
Expected return on plan assets
|
(42.3
|
)
|
|
(41.0
|
)
|
|
(40.9
|
)
|
|
(23.7
|
)
|
|
(22.1
|
)
|
|
(20.4
|
)
|
||||||
Recognized prior service cost (credit)
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
(17.6
|
)
|
|
(17.7
|
)
|
|
(17.7
|
)
|
||||||
Recognized actuarial loss
|
15.6
|
|
|
22.0
|
|
|
16.9
|
|
|
—
|
|
|
1.9
|
|
|
1.2
|
|
||||||
Net periodic benefit cost
|
28.1
|
|
|
36.2
|
|
|
31.8
|
|
|
(24.3
|
)
|
|
(20.4
|
)
|
|
(19.2
|
)
|
||||||
Amount allocated to construction projects
|
(4.7
|
)
|
|
(6.4
|
)
|
|
(5.6
|
)
|
|
4.0
|
|
|
4.6
|
|
|
4.1
|
|
||||||
Amount deferred as regulatory asset (liability)-net
|
6.9
|
|
|
6.9
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||
Amount charged (credited) to expense
|
$
|
30.3
|
|
|
$
|
36.7
|
|
|
$
|
33.3
|
|
|
$
|
(20.3
|
)
|
|
$
|
(15.8
|
)
|
|
$
|
(15.3
|
)
|
Benefit Obligations Assumptions
|
|||||||||
|
|
|
|
||||||
|
Pension Benefits
|
|
Health and Life Benefits
|
||||||
September 30,
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||
Discount rate
(a)
|
4.30%-4.40%
|
|
3.60%-3.90%
|
|
4.40
|
%
|
|
3.90
|
%
|
Rate of compensation increase
|
3.50%-4.10%
|
|
3.50%-4.10%
|
|
4.10
|
%
|
|
4.10
|
%
|
|
|
|
|
|
|
|
|
Net Periodic Benefit Cost Assumptions
|
|||||||||||||
|
|
|
|
||||||||||
|
Pension Benefits
|
|
Health and Life Benefits
|
||||||||||
Years Ended September 30,
|
2018
|
2017
|
2016
|
|
2018
|
2017
|
2016
|
||||||
Discount rate
(a)
|
3.60%-3.90%
|
|
3.40%-3.70%
|
|
4.10%-4.50%
|
|
|
3.90
|
%
|
3.70
|
%
|
4.50
|
%
|
Expected long-term return on plan assets
(b)
|
5.75
|
%
|
5.75
|
%
|
6.00
|
%
|
|
5.50
|
%
|
5.50
|
%
|
5.75
|
%
|
Rate of compensation increase
(c)
|
3.50%-4.10%
|
|
3.50%-4.10%
|
|
3.50%-4.10%
|
|
|
4.10
|
%
|
4.10
|
%
|
4.10
|
%
|
Healthcare Trend
|
|||||||
(In millions)
|
One Percentage-Point
Increase
|
|
One Percentage-Point
Decrease
|
||||
Increase (decrease) total service and interest cost components
|
$
|
0.6
|
|
|
$
|
(0.5
|
)
|
Increase (decrease) post-retirement benefit obligation
|
$
|
5.2
|
|
|
$
|
(4.6
|
)
|
Pension Plan Assets
|
|||||||||||||||
|
|
|
|
|
|
% of
|
|||||||||
($ In millions)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Total
|
|||||||||
At September 30, 2018
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents
|
$
|
2.2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2.2
|
|
|
0.3
|
%
|
Equity securities
|
|
|
|
|
|
|
|||||||||
Preferred Securities
|
—
|
|
2.1
|
|
—
|
|
2.1
|
|
|
0.2
|
|
||||
Fixed income securities
|
|
|
|
|
|
|
|||||||||
U.S. Treasuries
|
—
|
|
127.6
|
|
—
|
|
127.6
|
|
|
14.8
|
|
||||
U.S. Corporate Debt
|
—
|
|
227.8
|
|
—
|
|
227.8
|
|
|
26.4
|
|
||||
U.S. Agency Obligations and Government Sponsored Entities
|
—
|
|
28.3
|
|
—
|
|
28.3
|
|
|
3.3
|
|
||||
Asset-Backed Securities
|
—
|
|
0.5
|
|
—
|
|
0.5
|
|
|
0.1
|
|
||||
Municipalities
|
—
|
|
8.3
|
|
—
|
|
8.3
|
|
|
1.0
|
|
||||
Non-U.S. Corporate Debt
|
—
|
|
47.1
|
|
—
|
|
47.1
|
|
|
5.5
|
|
||||
Repurchase Agreement
(a)
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
||||
Other
(b)
|
—
|
|
5.2
|
|
—
|
|
5.2
|
|
|
0.6
|
|
||||
Mutual Funds
(c)
|
42.4
|
|
—
|
|
—
|
|
42.4
|
|
|
4.9
|
|
||||
Derivatives
(d)
|
—
|
|
1.1
|
|
—
|
|
1.1
|
|
|
0.1
|
|
||||
Total investments in the fair value hierarchy
|
$
|
44.6
|
|
$
|
448.0
|
|
$
|
—
|
|
$
|
492.6
|
|
|
57.2
|
%
|
Investments measured at net asset value using the NAV practical expedient
(e)
|
|
|
|
|
|
|
|
||||||||
Commingled Funds and Pooled Separate Accounts
(f)
|
|
|
|
329.3
|
|
|
38.0
|
%
|
|||||||
Private Equity/Limited Partnership
(g)
|
|
|
|
39.1
|
|
|
4.5
|
%
|
|||||||
Total fair value of plan investments
|
|
|
|
861.0
|
|
|
99.7
|
%
|
|||||||
Net receivable
(h)
|
|
|
|
2.9
|
|
|
0.3
|
|
|||||||
Total plan assets at fair value
(i)
|
|
|
|
$
|
863.9
|
|
|
100.0
|
%
|
Pension Plan Assets
|
|||||||||||||||
|
|
|
|
|
|
% of
|
|||||||||
($ In millions)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Total
|
|||||||||
At September 30, 2017
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents
|
$
|
0.7
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.7
|
|
|
0.1
|
%
|
Equity securities
|
|
|
|
|
|
|
|||||||||
Preferred Securities
|
—
|
|
0.6
|
|
—
|
|
0.6
|
|
|
0.1
|
|
||||
Fixed income securities
|
|
|
|
|
|
|
|||||||||
U.S. Treasuries
|
—
|
|
140.9
|
|
—
|
|
140.9
|
|
|
16.2
|
|
||||
U.S. Corporate Debt
|
—
|
|
232.3
|
|
—
|
|
232.3
|
|
|
26.6
|
|
||||
U.S. Agency Obligations and Government Sponsored Entities
|
—
|
|
20.0
|
|
—
|
|
20.0
|
|
|
2.3
|
|
||||
Asset-Backed Securities
|
—
|
|
2.0
|
|
—
|
|
2.0
|
|
|
0.2
|
|
||||
Municipalities
|
—
|
|
14.9
|
|
—
|
|
14.9
|
|
|
1.7
|
|
||||
Non-U.S. Corporate Debt
|
—
|
|
48.1
|
|
—
|
|
48.1
|
|
|
5.5
|
|
||||
Repurchase Agreement
(a)
|
|
3.7
|
|
|
3.7
|
|
|
0.4
|
|
||||||
Other
(b)
|
—
|
|
6.7
|
|
—
|
|
6.7
|
|
|
0.8
|
|
||||
Mutual Funds
(c)
|
41.4
|
|
—
|
|
—
|
|
41.4
|
|
|
4.7
|
|
||||
Derivatives
(d)
|
—
|
|
1.9
|
|
—
|
|
1.9
|
|
|
0.2
|
|
||||
Total investments in the fair value hierarchy
|
$
|
42.1
|
|
$
|
471.1
|
|
$
|
—
|
|
$
|
513.2
|
|
|
58.8
|
%
|
Investments measured at net asset value using the NAV practical expedient
(e)
|
|
|
|
|
|
|
|
|
|||||||
Commingled Funds and Pooled Separate Accounts
(f)
|
|
|
|
$
|
324.4
|
|
|
37.2
|
%
|
||||||
Private Equity/Limited Partnership
(g)
|
|
|
|
$
|
37.6
|
|
|
4.3
|
%
|
||||||
Total fair value of plan investments
|
|
|
|
875.2
|
|
|
100.3
|
%
|
|||||||
Net payable
(h)
|
|
|
|
(2.7
|
)
|
|
(0.3
|
)
|
|||||||
Total plan assets at fair value
|
|
|
|
$
|
872.5
|
|
|
100.0
|
%
|
Healthcare and Life Insurance Plan Assets
|
|||||||||||||||
|
|
|
|
|
|
% of
|
|||||||||
($ In millions)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
|
Total
|
|||||||||
At September 30, 2018
|
|
|
|
|
|
|
|||||||||
Cash and Cash Equivalents
|
$
|
2.9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2.9
|
|
|
0.5
|
%
|
Fixed Income Securities
|
|
|
|
|
|
|
|||||||||
U.S Agency Obligations
|
—
|
|
1.9
|
|
—
|
|
1.9
|
|
|
0.3
|
|
||||
U.S. Treasuries
|
—
|
|
50.1
|
|
—
|
|
50.1
|
|
|
8.8
|
|
||||
U.S. Corporate Debt
|
—
|
|
55.0
|
|
—
|
|
55.0
|
|
|
9.8
|
|
||||
Municipalities
|
—
|
|
4.7
|
|
—
|
|
4.7
|
|
|
0.8
|
|
||||
Non-U.S. Corporate Debt
|
—
|
|
9.1
|
|
—
|
|
9.1
|
|
|
1.6
|
|
||||
Other
(a)
|
—
|
|
3.4
|
|
—
|
|
3.4
|
|
|
0.6
|
|
||||
Total investments in the fair value hierarchy
|
$
|
2.9
|
|
$
|
124.2
|
|
$
|
—
|
|
$
|
127.1
|
|
|
22.3
|
%
|
Investments measured at net asset value using the NAV practical expedient
(b)
|
|
|
|
|
|
|
|||||||||
Commingled Funds
(c)
|
|
|
|
441.6
|
|
|
77.6
|
%
|
|||||||
Total fair value of plan investments
|
|
|
|
568.7
|
|
|
99.9
|
%
|
|||||||
Net receivable
(d)
|
|
|
|
0.6
|
|
|
0.1
|
|
|||||||
Total plan assets at fair value
|
|
|
|
$
|
569.3
|
|
|
100.0
|
%
|
||||||
|
|
|
|
|
|
|
|||||||||
At September 30, 2017
|
|
|
|
|
|
|
|||||||||
Cash and Cash Equivalents
|
$
|
2.6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2.6
|
|
|
0.5
|
%
|
Fixed Income Securities
|
|
|
|
|
|
|
|||||||||
U.S Agency Obligations
|
—
|
|
1.7
|
|
—
|
|
1.7
|
|
|
0.3
|
|
||||
U.S. Treasuries
|
—
|
|
36.0
|
|
—
|
|
36.0
|
|
|
6.7
|
|
||||
U.S. Corporate Debt
|
—
|
|
41.9
|
|
—
|
|
41.9
|
|
|
7.8
|
|
||||
Municipalities
|
—
|
|
3.6
|
|
—
|
|
3.6
|
|
|
0.7
|
|
||||
Non-U.S. Corporate Debt
|
—
|
|
7.2
|
|
—
|
|
7.2
|
|
|
1.3
|
|
||||
Other
(a)
|
—
|
|
2.8
|
|
—
|
|
2.8
|
|
|
0.5
|
|
||||
Total investments in the fair value hierarchy
|
$
|
2.6
|
|
$
|
93.2
|
|
$
|
—
|
|
$
|
95.8
|
|
|
17.8
|
%
|
Investments measured at net asset value using the NAV practical expedient
(b)
|
|
|
|
|
|
|
|||||||||
Commingled Funds
(c)
|
|
|
|
444.0
|
|
|
82.1
|
%
|
|||||||
Total fair value of plan investments
|
|
|
|
539.8
|
|
|
99.9
|
%
|
|||||||
Net receivable
(d)
|
|
|
|
0.7
|
|
|
0.1
|
|
|||||||
Total plan assets at fair value
|
|
|
|
$
|
540.5
|
|
|
100.0
|
%
|
|
Performance Unit Activity
|
||
|
Year Ended
September 30, 2018
|
|
|
Number of Units
|
|
Non-vested and outstanding, beginning of year
|
14,631,998
|
|
Granted
|
5,456,077
|
|
Settled
|
(4,454,200
|
)
|
Accelerated due to merger
|
(9,615,564
|
)
|
Cancelled/forfeited
|
(622,690
|
)
|
Converted to a Cash Award
(a)
|
(5,395,621
|
)
|
Non-vested and outstanding, end of year
(a)
|
—
|
|
|
•
|
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 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
(a)
|
|||
(In millions)
|
|
||
2019
|
$
|
5.6
|
|
2020
|
9.2
|
|
|
2021
|
10.1
|
|
|
2022
|
9.6
|
|
|
2023
|
9.7
|
|
|
Thereafter
|
86.6
|
|
|
Total
|
$
|
130.8
|
|
Contract Minimums
|
|||||||||||||||||||||||
|
WGL Energy Services
|
|
WGL Midstream
|
|
|
||||||||||||||||||
(In millions)
|
Gas Purchase
Commitments
(a)
|
|
Pipeline
Contracts
(b)
|
|
Electric
Purchase
Commitments
(c)
|
|
Gas Purchase
Commitments
(d)
|
|
Pipeline
Contracts
(b)
|
|
Total
|
||||||||||||
2019
|
$
|
190.4
|
|
|
$
|
3.2
|
|
|
$
|
328.8
|
|
|
$
|
1,203.2
|
|
|
$
|
216.6
|
|
|
$
|
1,942.2
|
|
2020
|
100.2
|
|
|
1.7
|
|
|
213.8
|
|
|
1,279.9
|
|
|
220.3
|
|
|
1,815.9
|
|
||||||
2021
|
42.0
|
|
|
1.1
|
|
|
97.0
|
|
|
1,156.9
|
|
|
209.4
|
|
|
1,506.4
|
|
||||||
2022
|
12.2
|
|
|
0.3
|
|
|
32.9
|
|
|
1,111.3
|
|
|
205.3
|
|
|
1,362.0
|
|
||||||
2023
|
3.3
|
|
|
0.3
|
|
|
1.9
|
|
|
1,113.2
|
|
|
197.1
|
|
|
1,315.8
|
|
||||||
Thereafter
|
0.4
|
|
|
0.3
|
|
|
0.3
|
|
|
17,740.2
|
|
|
2,174.1
|
|
|
19,915.3
|
|
||||||
Total
|
$
|
348.5
|
|
|
$
|
6.9
|
|
|
$
|
674.7
|
|
|
$
|
23,604.7
|
|
|
$
|
3,222.8
|
|
|
$
|
27,857.6
|
|
|
Absolute Notional Amounts
|
|||||||
of Open Positions on Derivative Instruments
|
|||||||
Derivative transactions
|
Notional Amounts
|
||||||
September 30, 2018
|
WGL Holdings
|
|
Washington Gas
|
||||
Natural Gas
(In millions of therms)
|
|
|
|
||||
Asset optimization & trading
|
26,943.0
|
|
|
13,580.0
|
|
||
Retail sales
|
110.8
|
|
|
—
|
|
||
Other risk-management activities
|
1,421.8
|
|
|
1,066.0
|
|
||
Electricity
(In millions of kWhs)
|
|
|
|
||||
Retail sales
|
8,449.2
|
|
|
—
|
|
||
Other risk-management activities
(a)
|
27,833.9
|
|
|
—
|
|
||
Interest Rate Swaps
(In millions of dollars)
|
$
|
—
|
|
|
$
|
—
|
|
September 30, 2017
|
|
|
|
||||
Natural Gas
(In millions of therms)
|
|
|
|
||||
Asset optimization & trading
|
21,663.5
|
|
|
11,223.0
|
|
||
Retail sales
|
124.3
|
|
|
—
|
|
||
Other risk-management activities
|
1,546.7
|
|
|
1,181.0
|
|
||
Electricity
(In millions of kWhs)
|
|
|
|
||||
Retail sales
|
10,011.7
|
|
|
—
|
|
||
Other risk-management activities
(a)
|
22,962.1
|
|
|
—
|
|
||
Interest Rate Swaps
(In millions of dollars)
|
250.0
|
|
|
$
|
—
|
|
WGL Holdings, Inc.
Balance Sheet Classification of Derivative Instruments
(b)
|
||||||||||||||||
(In millions)
|
|
|
|
|
|
|
||||||||||
As of September 30, 2018
|
Gross
Derivative
Assets
|
|
Gross
Derivative
Liabilities
|
|
|
Netting of
Collateral
|
|
Total
(a)
|
||||||||
Current Assets—Derivatives
|
$
|
39.6
|
|
|
$
|
(3.2
|
)
|
|
|
$
|
—
|
|
|
$
|
36.4
|
|
Deferred Charges and Other Assets—Derivatives
|
21.8
|
|
|
(1.2
|
)
|
|
|
—
|
|
|
20.6
|
|
||||
Accounts Payable
|
—
|
|
|
(0.9
|
)
|
|
|
—
|
|
|
(0.9
|
)
|
||||
Current Liabilities—Derivatives
|
23.1
|
|
|
(55.6
|
)
|
|
|
9.8
|
|
|
(22.7
|
)
|
||||
Deferred Credits—Derivatives
|
9.8
|
|
|
(142.1
|
)
|
|
|
11.8
|
|
|
(120.5
|
)
|
||||
Total
|
$
|
94.3
|
|
|
$
|
(203.0
|
)
|
|
|
$
|
21.6
|
|
|
$
|
(87.1
|
)
|
As of September 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Current Assets—Derivatives
|
$
|
26.6
|
|
|
$
|
(11.3
|
)
|
|
|
$
|
—
|
|
|
$
|
15.3
|
|
Deferred Charges and Other Assets—Derivatives
|
38.9
|
|
|
(0.4
|
)
|
|
|
(0.1
|
)
|
|
38.4
|
|
||||
Accounts Payable
|
1.0
|
|
|
|
|
|
|
|
1.0
|
|
||||||
Current Liabilities—Derivatives
|
10.9
|
|
|
(57.0
|
)
|
|
|
2.1
|
|
|
(44.0
|
)
|
||||
Deferred Credits—Derivatives
|
19.2
|
|
|
(148.8
|
)
|
|
|
7.0
|
|
|
(122.6
|
)
|
||||
Total
|
$
|
96.6
|
|
|
$
|
(217.5
|
)
|
|
|
$
|
9.0
|
|
|
$
|
(111.9
|
)
|
Washington Gas Light Company
Balance Sheet Classification of Derivative Instruments
(b)
|
|||||||||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
As of September 30, 2018
|
Gross
Derivative Assets |
|
Gross
Derivative Liabilities |
|
Netting of
Collateral |
|
Total
(a)
|
||||||||
Current Assets—Derivatives
|
$
|
17.8
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
17.4
|
|
Deferred Charges and Other Assets—Derivatives
|
8.7
|
|
|
—
|
|
|
—
|
|
|
8.7
|
|
||||
Current Liabilities—Derivatives
|
2.6
|
|
|
(20.2
|
)
|
|
2.8
|
|
|
(14.8
|
)
|
||||
Deferred Credits—Derivatives
|
(1.6
|
)
|
|
(102.6
|
)
|
|
—
|
|
|
(104.2
|
)
|
||||
Total
|
$
|
27.5
|
|
|
$
|
(123.2
|
)
|
|
$
|
2.8
|
|
|
$
|
(92.9
|
)
|
As of September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Current Assets—Derivatives
|
$
|
7.5
|
|
|
$
|
(2.4
|
)
|
|
$
|
—
|
|
|
$
|
5.1
|
|
Deferred Charges and Other Assets—Derivatives
|
16.5
|
|
|
(0.3
|
)
|
|
—
|
|
|
16.2
|
|
||||
Current Liabilities—Derivatives
|
—
|
|
|
(30.3
|
)
|
|
—
|
|
|
(30.3
|
)
|
||||
Deferred Credits—Derivatives
|
—
|
|
|
(112.3
|
)
|
|
—
|
|
|
(112.3
|
)
|
||||
Total
|
$
|
24.0
|
|
|
$
|
(145.3
|
)
|
|
$
|
—
|
|
|
$
|
(121.3
|
)
|
Gains and (Losses) on Derivative Instruments
|
|||||||||||||||||||||||
(In millions)
|
WGL Holdings, Inc.
|
|
Washington Gas
|
||||||||||||||||||||
Fiscal Year Ended September 30,
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Recorded to income
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating revenues—non-utility
|
$
|
(30.1
|
)
|
|
$
|
30.8
|
|
|
$
|
5.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Utility cost of gas
|
(2.1
|
)
|
|
50.1
|
|
|
12.1
|
|
|
(2.1
|
)
|
|
50.1
|
|
|
12.1
|
|
||||||
Non-utility cost of energy-related sales
|
20.3
|
|
|
33.5
|
|
|
33.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Interest income (expense)
|
19.2
|
|
|
(5.8
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recorded to regulatory assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gas costs
|
(7.6
|
)
|
|
77.2
|
|
|
13.9
|
|
|
(7.6
|
)
|
|
77.2
|
|
|
13.9
|
|
||||||
Other
(a)
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
|
(7.3
|
)
|
||||||
Recorded to other comprehensive income
(b)
|
(6.4
|
)
|
|
49.6
|
|
|
(39.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
(6.7
|
)
|
|
$
|
235.4
|
|
|
$
|
18.5
|
|
|
$
|
(9.7
|
)
|
|
$
|
127.3
|
|
|
$
|
18.7
|
|
Potential Collateral Requirements for Derivative Liabilities
with Credit-Risk-Contingent Features
|
|||||||
(In millions)
|
WGL Holdings, Inc.
|
|
Washington Gas
|
||||
September 30, 2018
|
|
|
|
||||
Derivative liabilities with credit-risk-contingent features
|
$
|
5.7
|
|
|
$
|
0.4
|
|
Maximum potential collateral requirements
|
0.7
|
|
|
0.4
|
|
||
September 30, 2017
|
|
|
|
||||
Derivative liabilities with credit-risk-contingent features
|
$
|
25.0
|
|
|
$
|
2.8
|
|
Maximum potential collateral requirements
|
21.9
|
|
|
2.8
|
|
|
WGL Holdings, Inc.
Fair Value Measurements Under the Fair Value Hierarchy
|
|||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
At September 30, 2018
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
26.7
|
|
|
$
|
53.6
|
|
|
$
|
80.3
|
|
Electricity related derivatives
|
—
|
|
|
4.4
|
|
|
9.6
|
|
|
14.0
|
|
||||
Total Assets
|
$
|
—
|
|
|
$
|
31.1
|
|
|
$
|
63.2
|
|
|
$
|
94.3
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
(30.6
|
)
|
|
$
|
(147.8
|
)
|
|
$
|
(178.4
|
)
|
Electricity related derivatives
|
—
|
|
|
(0.1
|
)
|
|
(24.5
|
)
|
|
(24.6
|
)
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(30.7
|
)
|
|
$
|
(172.3
|
)
|
|
$
|
(203.0
|
)
|
At September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
18.4
|
|
|
$
|
52.8
|
|
|
$
|
71.2
|
|
Electricity related derivatives
|
—
|
|
|
0.1
|
|
|
15.5
|
|
|
15.6
|
|
||||
Interest rate derivatives
|
—
|
|
|
9.8
|
|
|
—
|
|
|
9.8
|
|
||||
Total Assets
|
$
|
—
|
|
|
$
|
28.3
|
|
|
$
|
68.3
|
|
|
$
|
96.6
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
(15.5
|
)
|
|
$
|
(167.4
|
)
|
|
$
|
(182.9
|
)
|
Electricity related derivatives
|
—
|
|
|
(4.1
|
)
|
|
(21.7
|
)
|
|
(25.8
|
)
|
||||
Interest rate derivatives
|
—
|
|
|
(8.8
|
)
|
|
—
|
|
|
(8.8
|
)
|
||||
Total Liabilities
|
$
|
—
|
|
|
$
|
(28.4
|
)
|
|
$
|
(189.1
|
)
|
|
$
|
(217.5
|
)
|
Washington Gas Light Company
Fair Value Measurements Under the Fair Value Hierarchy
|
|||||||||||||||
(In millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
At September 30, 2018
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
23.6
|
|
|
$
|
27.5
|
|
Total Assets
|
$
|
—
|
|
|
$
|
3.9
|
|
|
$
|
23.6
|
|
|
$
|
27.5
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
(5.5
|
)
|
|
$
|
(117.7
|
)
|
|
$
|
(123.2
|
)
|
Total Liabilities
|
$
|
—
|
|
|
$
|
(5.5
|
)
|
|
$
|
(117.7
|
)
|
|
$
|
(123.2
|
)
|
At September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
7.0
|
|
|
$
|
17.0
|
|
|
$
|
24.0
|
|
Total Assets
|
$
|
—
|
|
|
$
|
7.0
|
|
|
$
|
17.0
|
|
|
$
|
24.0
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Natural gas related derivatives
|
$
|
—
|
|
|
$
|
(5.7
|
)
|
|
$
|
(139.6
|
)
|
|
$
|
(145.3
|
)
|
Total Liabilities
|
$
|
—
|
|
|
$
|
(5.7
|
)
|
|
$
|
(139.6
|
)
|
|
$
|
(145.3
|
)
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||
(In millions)
|
|
Net Fair Value
September 30, 2018 |
|
Valuation Techniques
|
|
Unobservable Inputs
|
|
Range
|
|
|
|
|
|
|
|
|
|
WGL Holdings, Inc.
|
|
|
|
|
|
|
|
|
Natural gas related derivatives
|
|
($90.6)
|
|
Discounted Cash Flow
|
|
Natural Gas Basis Price
(per dekatherm)
|
|
($1.810) - $3.886
|
|
|
($3.6)
|
|
Option Model
|
|
Natural Gas Basis Price
(per dekatherm)
|
|
($0.985) - $3.710
|
|
|
|
|
|
|
Annualized Volatility of Spot Market Natural Gas
|
|
37.5% - 901.0%
|
Electricity related derivatives
|
|
($14.9)
|
|
Discounted Cash Flow
|
|
Electricity Congestion Price
(per megawatt hour)
|
|
($6.257) - $64.650
|
|
|
|
|
|
|
|
|
|
Washington Gas Light Company
|
|
|
|
|
|
|
|
|
Natural gas related derivatives
|
|
($94.1)
|
|
Discounted Cash Flow
|
|
Natural Gas Basis Price
(per dekatherm)
|
|
($1.003) - $3.886
|
|
|
|
|
|
|
|
|
|
|
|
Net Fair Value
September 30, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas related derivatives
|
|
($112.4)
|
|
Discounted Cash Flow
|
|
Natural Gas Basis Price
(per dekatherm)
|
|
($2.095) - $2.805
|
|
|
($2.2)
|
|
Option Model
|
|
Natural Gas Basis Price
(per dekatherm)
|
|
($2.095) - $2.358
|
|
|
|
|
|
|
Annualized Volatility of Spot Market Natural Gas
|
|
28.7% - 566.8%
|
Electricity related derivatives
|
|
($6.2)
|
|
Discounted Cash Flow
|
|
Electricity Congestion Price
(per megawatt hour)
|
|
($2.736) - $56.5
|
|
|
|
|
|
|
|
|
|
Washington Gas Light Company
|
|
|
|
|
|
|
|
|
Natural gas related derivatives
|
|
($122.6)
|
|
Discounted Cash Flow
|
|
Natural Gas Basis Price
(per dekatherm)
|
|
($1.928) - $2.805
|
Reconciliation of Fair Value Measurements Using Significant Level 3 Inputs
|
||||||||||||||||
|
WGL Holdings Inc.
|
|
Washington Gas Light Company
|
|||||||||||||
(In millions)
|
Natural Gas
Related
Derivatives
|
|
Electricity
Related
Derivatives
|
|
|
Total
|
|
Total - Natural Gas
Related Derivatives |
||||||||
Fiscal Year Ended September 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Balance at October 1, 2017
|
$
|
(114.6
|
)
|
|
$
|
(6.2
|
)
|
|
|
$
|
(120.8
|
)
|
|
$
|
(122.6
|
)
|
Realized and unrealized gains (losses)
|
|
|
|
|
|
|
|
|
||||||||
Recorded to income
|
(22.4
|
)
|
|
(6.0
|
)
|
|
|
(28.4
|
)
|
|
(4.5
|
)
|
||||
Recorded to regulatory assets—gas costs
|
(10.0
|
)
|
|
—
|
|
|
|
(10.0
|
)
|
|
(10.0
|
)
|
||||
Transfers into Level 3
|
(6.8
|
)
|
|
—
|
|
|
|
(6.8
|
)
|
|
(6.9
|
)
|
||||
Transfers out of Level 3
|
9.6
|
|
|
—
|
|
|
|
9.6
|
|
|
8.9
|
|
||||
Purchases
|
—
|
|
|
2.9
|
|
|
|
2.9
|
|
|
—
|
|
||||
Settlements
|
50.0
|
|
|
(5.6
|
)
|
|
|
44.4
|
|
|
41.0
|
|
||||
Balance at September 30, 2018
|
$
|
(94.2
|
)
|
|
$
|
(14.9
|
)
|
|
|
$
|
(109.1
|
)
|
|
$
|
(94.1
|
)
|
Fiscal Year Ended September 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Balance at October 1, 2016
|
$
|
(264.1
|
)
|
|
$
|
(9.1
|
)
|
|
|
$
|
(273.2
|
)
|
|
$
|
(251.6
|
)
|
Realized and unrealized gains (losses)
|
|
|
|
|
|
|
|
|
||||||||
Recorded to income
|
62.0
|
|
|
(7.6
|
)
|
|
|
54.4
|
|
|
44.2
|
|
||||
Recorded to regulatory assets—gas costs
|
69.7
|
|
|
—
|
|
|
|
69.7
|
|
|
69.7
|
|
||||
Transfers into Level 3
|
(0.8
|
)
|
|
—
|
|
|
|
(0.8
|
)
|
|
(0.4
|
)
|
||||
Transfers out of Level 3
|
(0.7
|
)
|
|
—
|
|
|
|
(0.7
|
)
|
|
(0.4
|
)
|
||||
Purchases
|
—
|
|
|
1.0
|
|
|
|
1.0
|
|
|
—
|
|
||||
Settlements
|
19.3
|
|
|
9.5
|
|
|
|
28.8
|
|
|
15.9
|
|
||||
Balance at September 30, 2017
|
$
|
(114.6
|
)
|
|
$
|
(6.2
|
)
|
|
|
$
|
(120.8
|
)
|
|
$
|
(122.6
|
)
|
Realized and Unrealized Gains (Losses) Recorded to Income for Level 3 Measurements
|
||||||||||||||||
|
WGL Holdings, Inc.
|
|
Washington Gas Light Company
|
|||||||||||||
(In millions)
|
Natural Gas
Related
Derivatives
|
|
Electricity
Related
Derivatives
|
|
|
Total
|
|
Total - Natural Gas
Related Derivatives |
||||||||
Fiscal Year Ended September 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues—non-utility
|
$
|
(17.5
|
)
|
|
$
|
(17.1
|
)
|
|
|
$
|
(34.6
|
)
|
|
$
|
—
|
|
Utility cost of gas
|
(4.5
|
)
|
|
—
|
|
|
|
(4.5
|
)
|
|
(4.5
|
)
|
||||
Non-utility cost of energy-related sales
|
(0.4
|
)
|
|
11.1
|
|
|
|
10.7
|
|
|
—
|
|
||||
Total
|
$
|
(22.4
|
)
|
|
$
|
(6.0
|
)
|
|
|
$
|
(28.4
|
)
|
|
$
|
(4.5
|
)
|
Fiscal Year Ended September 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues—non-utility
|
$
|
12.2
|
|
|
$
|
(17.5
|
)
|
|
|
$
|
(5.3
|
)
|
|
$
|
—
|
|
Utility cost of gas
|
44.2
|
|
|
—
|
|
|
|
44.2
|
|
|
44.2
|
|
||||
Non-utility cost of energy-related sales
|
5.6
|
|
|
9.9
|
|
|
|
15.5
|
|
|
—
|
|
||||
Total
|
$
|
62.0
|
|
|
$
|
(7.6
|
)
|
|
|
$
|
54.4
|
|
|
$
|
44.2
|
|
Fiscal Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues—non-utility
|
$
|
8.2
|
|
|
$
|
(26.5
|
)
|
|
|
$
|
(18.3
|
)
|
|
$
|
—
|
|
Utility cost of gas
|
4.0
|
|
|
—
|
|
|
|
4.0
|
|
|
4.0
|
|
||||
Non-utility cost of energy-related sales
|
6.1
|
|
|
5.1
|
|
|
|
11.2
|
|
|
—
|
|
||||
Total
|
$
|
18.3
|
|
|
$
|
(21.4
|
)
|
|
|
$
|
(3.1
|
)
|
|
$
|
4.0
|
|
Unrealized Gains (Losses) Recorded for Level 3 Measurements
|
||||||||||||||||
|
WGL Holdings, Inc.
|
|
Washington Gas Light Company
|
|||||||||||||
(In millions)
|
Natural Gas
Related
Derivatives
|
|
Electricity
Related
Derivatives
|
|
|
Total
|
|
Total - Natural Gas
Related Derivatives |
||||||||
Fiscal Year Ended September 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Recorded to income
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues—non-utility
|
$
|
(14.6
|
)
|
|
$
|
(20.9
|
)
|
|
|
$
|
(35.5
|
)
|
|
$
|
—
|
|
Utility cost of gas
|
2.3
|
|
|
—
|
|
|
|
2.3
|
|
|
2.3
|
|
||||
Non-utility cost of energy-related sales
|
4.1
|
|
|
15.7
|
|
|
|
19.8
|
|
|
—
|
|
||||
Recorded to regulatory assets—gas costs
|
0.2
|
|
|
—
|
|
|
|
0.2
|
|
|
0.2
|
|
||||
Total
|
$
|
(8.0
|
)
|
|
$
|
(5.2
|
)
|
|
|
$
|
(13.2
|
)
|
|
$
|
2.5
|
|
Fiscal Year Ended September 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Recorded to income
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues—non-utility
|
$
|
12.6
|
|
|
$
|
0.8
|
|
|
|
$
|
13.4
|
|
|
$
|
—
|
|
Utility cost of gas
|
31.0
|
|
|
—
|
|
|
|
31.0
|
|
|
31.0
|
|
||||
Non-utility cost of energy-related sales
|
(0.4
|
)
|
|
9.4
|
|
|
|
9.0
|
|
|
—
|
|
||||
Recorded to regulatory assets—gas costs
|
51.0
|
|
|
—
|
|
|
|
51.0
|
|
|
51.0
|
|
||||
Total
|
$
|
94.2
|
|
|
$
|
10.2
|
|
|
|
$
|
104.4
|
|
|
$
|
82.0
|
|
Fiscal Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Recorded to income
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues—non-utility
|
$
|
9.9
|
|
|
$
|
(2.3
|
)
|
|
|
$
|
7.6
|
|
|
$
|
—
|
|
Utility cost of gas
|
0.3
|
|
|
—
|
|
|
|
0.3
|
|
|
0.3
|
|
||||
Non-utility cost of energy-related sales
|
(0.4
|
)
|
|
13.2
|
|
|
|
12.8
|
|
|
—
|
|
||||
Recorded to regulatory assets—gas costs
|
(2.6
|
)
|
|
—
|
|
|
|
(2.6
|
)
|
|
(2.6
|
)
|
||||
Total
|
$
|
7.2
|
|
|
$
|
10.9
|
|
|
|
$
|
18.1
|
|
|
$
|
(2.3
|
)
|
WGL Holdings, Inc.
Fair Value of Financial Instruments
|
|||||||||||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||||||||||
(In millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Money market funds
(a)
|
$
|
117.9
|
|
|
$
|
117.9
|
|
|
$
|
11.8
|
|
|
$
|
11.8
|
|
Commercial paper
(b)
|
$
|
587.5
|
|
|
$
|
585.7
|
|
|
$
|
505.0
|
|
|
$
|
505.0
|
|
Project financing
(b)
|
$
|
82.2
|
|
|
$
|
82.2
|
|
|
$
|
54.8
|
|
|
$
|
54.8
|
|
Long-term debt
(c)
|
$
|
1,879.9
|
|
|
$
|
1,912.8
|
|
|
$
|
1,430.9
|
|
|
$
|
1,577.3
|
|
Washington Gas Light Company Fair Value of Financial Instruments
|
|||||||||||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||||||||||
(In millions)
|
Carrying Amount
|
|
Fair Value
|
|
Carrying Amount
|
|
Fair Value
|
||||||||
Money market funds
(a)
|
$
|
67.3
|
|
|
$
|
67.3
|
|
|
$
|
4.8
|
|
|
$
|
4.8
|
|
Commercial paper
(b)
|
$
|
95.0
|
|
|
$
|
95.0
|
|
|
$
|
123.0
|
|
|
$
|
123.0
|
|
Project financing
(b)
|
$
|
68.5
|
|
|
$
|
68.5
|
|
|
$
|
43.8
|
|
|
$
|
43.8
|
|
Long-term debt
(c)
|
$
|
1,084.9
|
|
|
$
|
1,120.2
|
|
|
$
|
1,134.5
|
|
|
$
|
1,271.0
|
|
|
•
|
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 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 specializes in the investment, management, development and optimization of natural gas storage and transportation midstream infrastructure projects.
|
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
|
||||||||||||||
Fiscal Year Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Regulated utility
|
$
|
1,248,063
|
|
|
$
|
136,905
|
|
|
$
|
—
|
|
|
$
|
7,922
|
|
|
$
|
5,178,937
|
|
|
$
|
396,521
|
|
|
$
|
—
|
|
Retail energy-marketing
|
1,009,698
|
|
|
1,084
|
|
|
—
|
|
|
31,491
|
|
|
420,171
|
|
|
386
|
|
|
—
|
|
|||||||
Commercial energy systems
(b)
|
79,809
|
|
|
24,510
|
|
|
—
|
|
|
34,878
|
|
|
1,014,612
|
|
|
119,499
|
|
|
—
|
|
|||||||
Midstream energy services
|
40,551
|
|
|
17
|
|
|
(5,791
|
)
|
|
29,422
|
|
|
1,038,380
|
|
|
—
|
|
|
769,998
|
|
|||||||
Other activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,000
|
)
|
|
478,437
|
|
|
—
|
|
|
—
|
|
|||||||
Eliminations
(c)
|
(36,356
|
)
|
|
60
|
|
|
—
|
|
|
(4,369
|
)
|
|
(882,450
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total consolidated
|
$
|
2,341,765
|
|
|
$
|
162,576
|
|
|
$
|
(5,791
|
)
|
|
$
|
59,344
|
|
|
$
|
7,248,087
|
|
|
$
|
516,406
|
|
|
$
|
769,998
|
|
Fiscal Year Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Regulated utility
|
$
|
1,166,968
|
|
|
$
|
131,231
|
|
|
$
|
—
|
|
|
$
|
266,307
|
|
|
$
|
4,984,121
|
|
|
$
|
408,308
|
|
|
$
|
—
|
|
Retail energy-marketing
|
1,107,151
|
|
|
1,141
|
|
|
—
|
|
|
53,195
|
|
|
513,415
|
|
|
614
|
|
|
—
|
|
|||||||
Commercial energy systems
(b)
|
95,178
|
|
|
21,690
|
|
|
7,303
|
|
|
40,834
|
|
|
1,031,921
|
|
|
107,552
|
|
|
9,578
|
|
|||||||
Midstream energy services
|
31,339
|
|
|
25
|
|
|
12,913
|
|
|
37,689
|
|
|
699,560
|
|
|
60
|
|
|
384,623
|
|
|||||||
Other activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,865
|
)
|
|
409,938
|
|
|
—
|
|
|
—
|
|
|||||||
Eliminations
(c)
|
(45,912
|
)
|
|
51
|
|
|
—
|
|
|
965
|
|
|
(1,012,946
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total consolidated
|
$
|
2,354,724
|
|
|
$
|
154,138
|
|
|
$
|
20,216
|
|
|
$
|
379,125
|
|
|
$
|
6,626,009
|
|
|
$
|
516,534
|
|
|
$
|
394,201
|
|
Fiscal Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Regulated utility
|
$
|
1,070,904
|
|
|
$
|
116,129
|
|
|
$
|
—
|
|
|
$
|
228,219
|
|
|
$
|
4,636,954
|
|
|
$
|
393,501
|
|
|
$
|
—
|
|
Retail energy-marketing
|
1,238,480
|
|
|
1,154
|
|
|
—
|
|
|
64,968
|
|
|
486,778
|
|
|
8,104
|
|
|
—
|
|
|||||||
Commercial energy systems
|
89,072
|
|
|
15,201
|
|
|
7,620
|
|
|
21,992
|
|
|
885,734
|
|
|
128,780
|
|
|
66,100
|
|
|||||||
Midstream energy services
|
6,619
|
|
|
107
|
|
|
6,186
|
|
|
7,807
|
|
|
485,099
|
|
|
—
|
|
|
237,391
|
|
|||||||
Other activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,184
|
)
|
|
273,738
|
|
|
—
|
|
|
—
|
|
|||||||
Eliminations
(c)
|
(55,516
|
)
|
|
(25
|
)
|
|
—
|
|
|
(504
|
)
|
|
(718,853
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total consolidated
|
$
|
2,349,559
|
|
|
$
|
132,566
|
|
|
$
|
13,806
|
|
|
$
|
319,298
|
|
|
$
|
6,049,450
|
|
|
$
|
530,385
|
|
|
$
|
303,491
|
|
|
Fiscal Year Ended September 30,
|
||||||||||
(In thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Total consolidated EBIT
|
$
|
59,344
|
|
|
$
|
379,125
|
|
|
$
|
319,298
|
|
Interest expense
|
62,133
|
|
|
74,026
|
|
|
52,310
|
|
|||
Income tax expense (benefit)
|
(53,452
|
)
|
|
111,159
|
|
|
98,074
|
|
|||
Dividends on Washington Gas Light Company preferred stock
|
1,320
|
|
|
1,320
|
|
|
1,320
|
|
|||
Net income applicable to common stock
|
$
|
49,343
|
|
|
$
|
192,620
|
|
|
$
|
167,594
|
|
|
WGL Holdings, Inc.
|
|||||||
Balance Sheet Location of Consolidated Investments
|
|||||||
(in millions)
|
|
September 30, 2018
|
September 30, 2017
|
||||
Current assets
|
|
$
|
12.5
|
|
$
|
4.4
|
|
Property, Plant and Equipment
|
|
248.8
|
|
121.7
|
|
||
Total assets
|
|
$
|
261.3
|
|
$
|
126.1
|
|
Current liabilities
|
|
0.9
|
|
0.2
|
|
||
Deferred credits
|
|
1.7
|
|
0.8
|
|
||
Total liabilities
|
|
$
|
2.6
|
|
$
|
1.0
|
|
WGL Holdings, Inc.
|
||||||||||||||||
Balance Sheet Location of Unconsolidated Investments
|
||||||||||||||||
|
Solar
|
|
Pipelines
|
|
|
|||||||||||
(in millions)
|
|
Non-VIEs
(a)
|
|
VIEs
(b)
|
|
Non-VIEs
(c)
|
|
Total
|
||||||||
September 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Investments in unconsolidated affiliates
|
|
$
|
—
|
|
|
$
|
447.0
|
|
|
$
|
323.0
|
|
|
$
|
770.0
|
|
Total assets
|
|
$
|
—
|
|
|
$
|
447.0
|
|
|
$
|
323.0
|
|
|
$
|
770.0
|
|
September 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Investments in unconsolidated affiliates
|
|
$
|
9.6
|
|
|
$
|
146.7
|
|
|
$
|
237.9
|
|
|
$
|
394.2
|
|
Total assets
|
|
$
|
9.6
|
|
|
$
|
146.7
|
|
|
$
|
237.9
|
|
|
$
|
394.2
|
|
|
Washington Gas - Gas Balancing Service Charges
|
|||||||||||
|
Years Ended September 30,
|
||||||||||
(In millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Gas balancing service charge
|
$
|
18.5
|
|
|
$
|
23.6
|
|
|
$
|
26.8
|
|
|
WGL Holdings, Inc.
Changes in Accumulated Other Comprehensive Loss by Component
|
|||||||
|
September 30,
|
||||||
(In thousands)
|
2018
|
|
2017
|
||||
Beginning Balance
|
$
|
(5,997
|
)
|
|
$
|
(38,539
|
)
|
Qualified cash flow hedging instruments
(a)
|
(6,341
|
)
|
|
49,610
|
|
||
Change in prior service cost
(b)
|
(675
|
)
|
|
(767
|
)
|
||
Amortization of actuarial gain
(b)
|
6,324
|
|
|
6,232
|
|
||
Current-period other comprehensive income (loss)
|
(692
|
)
|
|
55,075
|
|
||
Income tax expense related to other comprehensive income
|
1,523
|
|
|
22,533
|
|
||
Ending Balance
|
$
|
(8,212
|
)
|
|
$
|
(5,997
|
)
|
|
For the year ended September 30,
|
2018
|
|
2017
|
|
2016
|
||||||
(In thousands)
|
|
|
|
|
|
||||||
CHANGES IN OPERATING ASSETS AND LIABILITIES
|
|
|
|
|
|
||||||
Accounts receivable and unbilled revenues—net
|
$
|
(41,294
|
)
|
|
$
|
(108,236
|
)
|
|
$
|
(105,720
|
)
|
Gas costs and other regulatory assets/liabilities—net
|
27,994
|
|
|
3,430
|
|
|
(31,075
|
)
|
|||
Storage gas
|
55,714
|
|
|
(36,852
|
)
|
|
4,311
|
|
|||
Prepaid taxes
|
(1,197
|
)
|
|
1,848
|
|
|
(76,779
|
)
|
|||
Accounts payable and other accrued liabilities
|
35,000
|
|
|
51,307
|
|
|
31,792
|
|
|||
Customer deposits and advance payments
|
18,264
|
|
|
(20,543
|
)
|
|
(2,513
|
)
|
|||
Accrued taxes
|
13,494
|
|
|
1,985
|
|
|
1,805
|
|
|||
Other current assets
|
1,678
|
|
|
(30,123
|
)
|
|
(24,502
|
)
|
|||
Other current liabilities
|
(3,448
|
)
|
|
10,673
|
|
|
(5,532
|
)
|
|||
Deferred gas costs—net
|
(8,306
|
)
|
|
2,467
|
|
|
(5,104
|
)
|
|||
Deferred assets—other
|
(8,821
|
)
|
|
(18,538
|
)
|
|
(22,312
|
)
|
|||
Deferred liabilities—other
|
(7,608
|
)
|
|
(29,407
|
)
|
|
2,076
|
|
|||
Pension and other post-retirement benefits
|
(14,458
|
)
|
|
(9,950
|
)
|
|
(10,244
|
)
|
|||
Other—net
|
1,288
|
|
|
3,002
|
|
|
3,821
|
|
|||
Changes in operating assets and liabilities
|
$
|
68,300
|
|
|
$
|
(178,937
|
)
|
|
$
|
(239,976
|
)
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Income taxes paid (refunded)—net
|
$
|
(1,143
|
)
|
|
$
|
(10,002
|
)
|
|
$
|
(10,723
|
)
|
Interest paid
|
$
|
88,115
|
|
|
$
|
66,023
|
|
|
$
|
51,838
|
|
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Extinguishment of project debt financing
|
$
|
(28,312
|
)
|
|
$
|
(27,927
|
)
|
|
$
|
—
|
|
Capital expenditure accruals included in accounts payable and other accrued liabilities
|
$
|
91,927
|
|
|
$
|
54,212
|
|
|
$
|
84,132
|
|
Dividends paid in common stock
|
$
|
—
|
|
|
$
|
1,362
|
|
|
$
|
4,011
|
|
Stock based compensation
|
$
|
12,389
|
|
|
$
|
6,564
|
|
|
$
|
6,742
|
|
Transfer of investments to fixed assets (excluding ASD)
|
$
|
10,054
|
|
|
$
|
30,114
|
|
|
$
|
—
|
|
Transfer of notes receivables to investments
|
$
|
—
|
|
|
$
|
10,031
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
EFFECTS OF ASD CONSOLIDATION:
|
|
|
|
|
|
||||||
Elimination of equity method investment
|
$
|
—
|
|
|
$
|
(66,719
|
)
|
|
$
|
—
|
|
Consolidation of property, plant and equipment
|
$
|
—
|
|
|
$
|
48,248
|
|
|
$
|
—
|
|
Elimination of unamortized investment tax credits
|
$
|
—
|
|
|
$
|
19,322
|
|
|
$
|
—
|
|
Accounts receivable and other
|
$
|
—
|
|
|
$
|
956
|
|
|
$
|
—
|
|
Gain on consolidation
|
$
|
—
|
|
|
$
|
(1,807
|
)
|
|
$
|
—
|
|
For the year ended September 30,
|
2018
|
|
2017
|
|
2016
|
||||||
(In thousands)
|
|
|
|
|
|
||||||
CHANGES IN OPERATING ASSETS AND LIABILITIES
|
|
|
|
|
|
||||||
Accounts receivable, unbilled revenues and receivables from associated companies—net
|
$
|
16,578
|
|
|
$
|
(125,758
|
)
|
|
$
|
(78,304
|
)
|
Gas costs and other regulatory assets/liabilities—net
|
27,994
|
|
|
3,430
|
|
|
(31,075
|
)
|
|||
Storage gas
|
(8,626
|
)
|
|
(10,280
|
)
|
|
12,016
|
|
|||
Prepaid taxes
|
5,618
|
|
|
(6,524
|
)
|
|
13,539
|
|
|||
Accounts payable and other accrued liabilities, including payables to associated companies
|
(54,918
|
)
|
|
46,995
|
|
|
31,408
|
|
|||
Customer deposits and advance payments
|
19,464
|
|
|
(16,742
|
)
|
|
(7,514
|
)
|
|||
Accrued taxes
|
14,619
|
|
|
(4,831
|
)
|
|
5,980
|
|
|||
Other current assets
|
(14,605
|
)
|
|
(4,123
|
)
|
|
3,912
|
|
|||
Other current liabilities
|
154
|
|
|
280
|
|
|
(1,318
|
)
|
|||
Deferred gas costs—net
|
(8,306
|
)
|
|
2,467
|
|
|
(5,104
|
)
|
|||
Deferred assets—other
|
(5,895
|
)
|
|
(15,088
|
)
|
|
(22,057
|
)
|
|||
Deferred liabilities—other
|
(21,499
|
)
|
|
(4,667
|
)
|
|
(56,865
|
)
|
|||
Pension and other post-retirement benefits
|
(14,521
|
)
|
|
(9,806
|
)
|
|
(10,251
|
)
|
|||
Other—net
|
893
|
|
|
3,409
|
|
|
2,107
|
|
|||
Changes in operating assets and liabilities
|
$
|
(43,050
|
)
|
|
$
|
(141,238
|
)
|
|
$
|
(143,526
|
)
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Income taxes paid (refunded)—net
|
$
|
(2,983
|
)
|
|
$
|
—
|
|
|
$
|
(19,004
|
)
|
Interest paid
|
$
|
57,036
|
|
|
$
|
50,539
|
|
|
$
|
40,972
|
|
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Extinguishment of project debt financing
|
$
|
(28,312
|
)
|
|
$
|
(27,927
|
)
|
|
$
|
—
|
|
Capital expenditure accruals included in accounts payable and other accrued liabilities
|
$
|
53,367
|
|
|
$
|
37,049
|
|
|
$
|
43,687
|
|
WGL HOLDINGS INC.
|
|||
(in thousands)
|
|
||
Cash and cash equivalents
|
$
|
57,969
|
|
Restricted cash included in Current Assets-Other
|
$
|
20,207
|
|
Restricted cash included in Deferred Charges and Other Assets-Other
|
$
|
44,775
|
|
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
|
$
|
122,951
|
|
WASHINGTON GAS
|
|||
(in thousands)
|
|
||
Cash and cash equivalents
|
$
|
1
|
|
Restricted cash included in Current assets-Other
|
$
|
20,207
|
|
Restricted cash included in Deferred Charges and Other Assets-Other
|
$
|
44,775
|
|
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
|
$
|
64,983
|
|
|
WGL Holdings, Inc.
|
||||||||||||||||||||||||
MERGER COMMITMENTS
|
||||||||||||||||||||||||
(in millions)
|
|
Expected Future Payments
|
||||||||||||||||||||||
Commitment Description
|
Total Commitment Amount
|
Amount paid in FY 2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024-2027
|
||||||||||||||||
Customer bill credits
|
$
|
56.8
|
|
$
|
56.8
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Gas expansion fund contributions
|
34.2
|
|
—
|
|
34.2
|
|
—
|
|
|
|
|
|
||||||||||||
Energy customer or education programs
|
22.8
|
|
22.8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Charitable contributions
|
13.5
|
|
0.4
|
|
1.5
|
|
1.5
|
|
1.5
|
|
1.5
|
|
1.5
|
|
5.6
|
|
||||||||
Work place development initiatives
|
7.4
|
|
—
|
|
3.7
|
|
3.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Low-income weatherization and energy efficiency initiatives
|
4.2
|
|
—
|
|
2.1
|
|
2.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Public safety programs
|
0.7
|
|
—
|
|
0.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Total merger commitments
|
$
|
139.6
|
|
$
|
80.0
|
|
$
|
42.2
|
|
$
|
7.3
|
|
$
|
1.5
|
|
$
|
1.5
|
|
$
|
1.5
|
|
$
|
5.6
|
|
1)
|
Hiring of three damage prevention trainers in each jurisdiction for a total of $
2.4 million
over 5 years
;
|
2)
|
Investment of $
70.0 million
over
a
10-year
period
to further extend natural gas service to areas within Washington Gas's service territory, which will be incorporated into Washington Gas's ongoing capital plan
;
|
3)
|
Spending $
8.0 million
on leak mitigation and reducing leak backlogs
within 3 years after the Merger close; and
|
|
|
Quarter Ended
|
||||||||||||||
(In thousands)
|
December 31
|
|
March 31
(a)
|
|
June 30
|
|
September 30
(b)
|
||||||||
Fiscal Year 2018
(a)(b)
|
|
|
|
|
|
|
|
||||||||
WGL Holdings, Inc.
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
652,440
|
|
|
$
|
886,451
|
|
|
$
|
423,465
|
|
|
$
|
379,409
|
|
Operating income
|
$
|
116,567
|
|
|
$
|
194,173
|
|
|
$
|
(3,068
|
)
|
|
$
|
(257,011
|
)
|
Net income
|
$
|
132,592
|
|
|
$
|
131,508
|
|
|
$
|
(55,327
|
)
|
|
$
|
(187,627
|
)
|
Net income applicable to common stock
|
$
|
138,040
|
|
|
$
|
135,550
|
|
|
$
|
(49,006
|
)
|
|
$
|
(175,241
|
)
|
Washington Gas Light Company
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
377,470
|
|
|
$
|
523,040
|
|
|
$
|
199,512
|
|
|
$
|
139,041
|
|
Operating income (loss)
|
$
|
99,545
|
|
|
$
|
151,799
|
|
|
$
|
(3,828
|
)
|
|
$
|
(222,641
|
)
|
Net income (loss)
|
$
|
57,926
|
|
|
$
|
108,084
|
|
|
$
|
(11,499
|
)
|
|
$
|
(181,153
|
)
|
Net income (loss) applicable to common stock
|
$
|
57,596
|
|
|
$
|
107,754
|
|
|
$
|
(11,829
|
)
|
|
$
|
(181,483
|
)
|
Fiscal Year 2017
(c)
|
|
|
|
|
|
|
|
||||||||
WGL Holdings, Inc.
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
609,487
|
|
|
$
|
841,750
|
|
|
$
|
474,364
|
|
|
$
|
429,123
|
|
Operating income (loss)
|
$
|
104,713
|
|
|
$
|
197,597
|
|
|
$
|
22,855
|
|
|
$
|
15,848
|
|
Net income (loss)
|
$
|
55,767
|
|
|
$
|
117,955
|
|
|
$
|
4,036
|
|
|
$
|
105
|
|
Net income (loss) applicable to common stock
|
$
|
57,972
|
|
|
$
|
123,064
|
|
|
$
|
8,265
|
|
|
$
|
3,319
|
|
Washington Gas Light Company
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
333,986
|
|
|
$
|
475,021
|
|
|
$
|
203,186
|
|
|
$
|
154,775
|
|
Operating income (loss)
|
$
|
103,008
|
|
|
$
|
165,858
|
|
|
$
|
11,464
|
|
|
$
|
(12,018
|
)
|
Net income (loss)
|
$
|
55,461
|
|
|
$
|
93,610
|
|
|
$
|
(1,671
|
)
|
|
$
|
(15,608
|
)
|
Net income (loss) applicable to common stock
|
$
|
55,131
|
|
|
$
|
93,280
|
|
|
$
|
(2,001
|
)
|
|
$
|
(15,938
|
)
|
|
|
|
|
|
|
Leadership Experience
With over 36 years of energy industry experience at several levels of executive and senior management, Mr. Chapman is well positioned to lead our management team and provide essential insight and guidance to the Board on the day-to-day operations of the Company. Mr. Chapman’s service on the boards of local non-profit and charitable organizations provides a crucial connection between the Company and the communities we serve.
|
|
Risk Management/Assessment
Mr. Chapman’s financial background in the energy industry contributes to his skills in risk assessment, mitigation, compliance, and internal controls.
.
|
|
Strategic Planning
Through Mr. Chapman’s experience in executive management and his considerable involvement in civic, community and charitable activities with a focus in the Northern Virginia area, Mr. Chapman has gained significant strategic planning, operational and corporate governance insights.
|
|
Industry Experience
Mr. Chapman’s extensive energy experience and comprehensive understanding of many aspects of the natural gas industry provides the Board with invaluable insight.
|
|
Leadership Experience
Mr. Dyke has over 35 years of legal experience and significant leadership positions and deep-rooted affiliations with a diverse array of business and philanthropic organizations in the Washington, DC metropolitan area.
|
|
Risk Management/Assessment
Mr. Dyke’s legal expertise contributes to his skills in the areas of risk management, compliance, internal controls, legislative and administrative issues and general corporate transactions.
|
|
Government Experience
Mr. Dyke has significant governmental experience nationally and in the Commonwealth of Virginia that enable him to bring invaluable insight to the Board.
|
|
Strategic Planning
Mr. Dyke lives and works in WGL’s operating territory and has held leadership positions with several local non-profit organizations and, as a result, has significant community ties within the region. In addition, through his extensive involvement in civic, community and charitable activities, Mr. Dyke has gained additional strategic planning and corporate governance insights.
|
|
Leadership Experience
Ms. Gooden’s experience as a senior executive officer of a Fortune 100 company demonstrates her leadership capability and general business acumen.
.
|
|
Risk Management/Assessment
In addition to her deep understanding of operations and strategy, Ms. Gooden has sophisticated risk management, cyber-security and information technology experience that is extremely valuable to the decision-making processes of the Board.
|
|
Government Experience
Ms. Gooden has experience as a presidential appointee to the National Security Telecommunications Advisory Committee.
|
|
Strategic Planning
Ms. Gooden provides the Board with extensive experience in operations and strategic planning. Ms. Gooden’s experience also demonstrates her extensive knowledge of governance and complex financial issues faced by public companies.
|
|
High Level Financial Literacy
Ms. Gooden provides the Board with extensive experience in corporate finance.
|
|
Leadership Experience
Mr. Knoll brings over three decades of experience in the energy sector, having served as President, Chief Executive Officer and other senior executive positions at several energy companies, as well as a director of AltaGas and one of its subsidiaries and other oil and gas companies.
|
|
Risk Management/Assessment
Mr. Knoll’s engineering and technical background in the energy infrastructure business contributes to his skills in risk assessment, mitigation, compliance, and internal controls.
|
|
Strategic Planning
Mr. Knoll’s leadership experience in key roles throughout his career has allowed him to gain strategic planning, operational and corporate governance insights, making him an important adviser to the Board and the Company.
|
|
Industry Experience
Mr. Knoll brings significant business and operational expertise in the energy sector. His extensive energy experience and comprehensive knowledge of many aspects of the industry provides the Board with an indispensable perspective
|
|
Leadership Experience
Mr. Lowe brings many years of senior management experience through serving in different capacities at AltaGas, as well as his years as a partner at a large law firm.
|
|
Risk Management/Assessment
Mr. Lowe’s legal expertise and extensive experience gained during private practice contribute to his skills in the areas of risk management, compliance, internal controls, legislative and administrative issues and general corporate transactions.
|
|
Strategic Planning
Mr. Lowe provides the Board with extensive experience in operations and strategic planning, particularly in the government and regulatory environment.
|
|
Industry Experience
Mr. Lowe brings significant business expertise in the energy sector.
|
|
Leadership Experience
Ms. Rosenthal brings many years of senior management and new business development experience in both the private and non-profit sectors to the Board.
|
|
Risk Management/Assessment
Ms. Rosenthal’s financial and legal background in the construction industry contributes to her skills in risk assessment, mitigation, compliance, and internal controls.
|
|
Strategic Planning
Ms. Rosenthal’s formal business training, extensive experience in business development and experience as a strategist in the alternative energy sector provide her with significant strategic planning skills.
|
|
Industry Experience
Ms. Rosenthal brings significant business expertise in the alternative energy sector.
|
|
High Level Financial Literacy
Ms. Rosenthal has managed financial budgeting and reporting in corporate and non-profit organizations.
|
|
Leadership Experience
Mr. Stark brings over three decades of experience in the finance and energy industries, having served as chief financial officer and a senior executive at several energy and gas companies.
|
|
Industry Experience
Mr. Stark brings significant business expertise in the finance and energy sectors.
|
|
Risk Management/Assessment
Mr. Stark’s financial and business background in the energy industry and his significant leadership experience contribute to his skills in risk assessment, mitigation, compliance, and internal controls, making him an important adviser to the Board and the Company.
|
|
Strategic Planning
Mr. Stark serves a key leadership role on the Board and provides the Board with extensive experience in operations and strategic planning. With his financial background and experience, Mr. Stark demonstrates his extensive knowledge of governance and complex financial issues faced by public companies.
|
|
High Level Financial Literacy
Mr. Stark has a significant level of financial literacy, having served as chief financial officer of several companies.
|
|
Leadership Experience
Mr. Ammann brings many years of senior management experience through serving in key leadership roles at various utility companies.
|
|
Risk Management/Assessment
Mr. Ammann's many years of experience as a chief financial officer have provided him with extensive experience in risk assessment, mitigation, compliance, and internal controls.
|
|
Industry Experience
Having spent most of his career in the public utilities space Mr. Ammann brings significant business expertise in the energy sector to bear in his service on the Board.
|
|
High Level Financial Literacy
Mr. Ammann has a significant level of financial literacy, having served as chief financial officer of several companies.
|
|
Leadership Experience
Ms. Floyd brings many years of key senior management experience to the Board.
|
|
Risk Management/Assessment
Ms. Floyd’s business experience has given her significant risk management experience that provides the Board with a valuable perspective.
|
|
Government Experience
As a result of her past work with the Vermont Public Service Board, Ms. Floyd can provide important insight with respect to regulatory and policy matters relevant to public utilities, which enhances the Board’s overall knowledge and experience.
|
|
Strategic Planning
Ms. Floyd’s experience as a business founder and manager demonstrates significant strategic planning skills.
|
|
Industry Experience
Ms. Floyd brings a deep understanding of energy efficiency and renewable energy applications. Her comprehensive knowledge of many aspects of the energy industry provides the Board with a valuable perspective.
|
|
Leadership Experience
With nearly 40 years of energy industry experience at several levels of management, Mr. McCallister serves in a key leadership role on the Board.
|
|
Strategic Planning
Given his recent tenure as Chief Executive Officer, Mr. McCallister provides the Board with in-depth knowledge of each area of our business and the energy industry generally, which is critical to shaping the company's strategy going forward.
.
|
|
Industry Experience
Mr. McCallister’s extensive energy experience and comprehensive understanding of many aspects of the natural gas industry provides the Board with crucial insight.
|
|
High Level Financial Literacy
Mr. McCallister's role as chief executive officer of a public company with supervisory responsibility for the chief financial officer has provided him with extensive insights with respect to corporate financial matters.
|
|
* Notwithstanding anything to the contrary set forth in any of WGL’s filings under the Securities Act of 1933, as amended, or the Exchange Act, as amended, that might incorporate other filings with the SEC, including this Form 10-K, in whole or in part, the Human Resources Committee Report shall not be deemed to be incorporated by reference into any such filings.
|
l
|
Our pay philosophy is conservative.
|
|
|
|
|
|
|
|
|
o
|
Our FY2018 program was targeted at the size-adjusted 50th percentile of the utilities marketplace. Use of a utilities market rather than general industry results in lower market benchmarks.
|
|
|
|
|
o
|
The Joint HR Committee’s consultant size-adjusted the market data to be appropriate to our revenue size relative to the total compensation peer group.
|
|
|
|
|
o
|
We took retirement benefits into account when comparing target total compensation to the size-adjusted 50th percentile. That is, if retirement benefits were above-market, we reduced long-term incentive opportunities to offset them.
|
|
|
|
|
o
|
Executive perquisites were few and low-value.
|
|
|
|
l
|
Our short-term incentive (“STI”) program has had moderate actual payouts and is regarded favorably by our regulators.
|
|
|
|
|
|
o
|
The plan pays a maximum of 150% of target.
|
|
|
|
|
o
|
The factor that relates to WGL’s performance, which we refer to as the Corporate Factor, was 107.5% of target for FY2018 and averaged 119.2% of target for the past three fiscal years.
|
|
|
|
|
o
|
Our design, which used 13 performance measures, achieved favorable regulatory treatment due to its focus on the delivery of safe, reliable and reasonably priced natural gas service to customers. We believe that favorable regulatory treatment reflects the fact that our plan adds value for all of our stakeholders, including shareholders.
|
|
|
|
l
|
Our long-term incentive (“LTI”) plan was entirely performance-based.
|
|
|
|
|
|
o
|
FY2018 grants of long-term incentives used two metrics:
1) how our 3-year consolidated return on equity compared to the weighted average return on equity authorized by our three regulatory commissions. This measure is intended to reward the achievement of 3-year consolidated operating earnings, including for our non-utility operations, that meets or exceeds the earnings opportunity in our utility operations.
2) whether our operating earnings per share exceed our dividends per share.
|
|
|
|
|
These two metrics were the only metrics used in our FY2018 grants because relative TSR grants (used in prior years) could have resulted in an above-target payout solely due to consummation of the Merger.
|
|
|
|
|
|
o
|
We have not granted solely time-based restricted stock since 1996 or stock options since 2006.
|
LONG-TERM EQUITY COMPENSATION
•
Consists of performance shares and performance units
•
Entirely performance-based and not guaranteed.
•
Goals:
◦
Directly tie executive incentives to our ROE results compared to the utility's weighted average authorized ROE and dividend coverage
.
◦
Retain key talent.
•
At target, represented 48% of target total direct compensation for Named Executive Officers in FY 2018.
|
|
|
WELFARE BENEFITS
|
|
PERQUISITES
|
|
RETIREMENT PROGRAMS
|
|
|
|
|
|
Provide a safety net to protect against financial catastrophes that can result from illness, disability or death.
Include medical, dental, disability, life insurance and severance plans.
Named Executive Officers generally participate in the same benefit plans as the broader employee population.
|
|
We believe the benefit WGL receives from providing perquisites significantly outweighs the cost of providing them.
Additional detail and the business rationale for each perquisite are described on page 194.
|
|
Provide for basic retirement needs and serve as an additional means to attract and retain employees.
Include pension plans, retirement savings plans and deferred compensation plans.
For additional details, see “Retirement Benefits” beginning on page 192.
|
•
|
align management’s interests with the customers of its regulated utility subsidiary (Washington Gas) by rewarding the provision of safe and reliable gas delivery to customers at a reasonable cost, and align management’s interests with the customers of its non-utility entities and the communities in which we operate.
|
Named Executive Officer
|
|
Target Short-Term Incentive
Compensation as Percent of Base Salary 1 |
|
Chapman
|
|
75
|
%
|
Ammann
|
|
60
|
%
|
Gutermuth
|
|
60
|
%
|
Thornton
|
|
55
|
%
|
Ford
|
|
40
|
%
|
McCallister
|
|
90
|
%
|
Item
|
|
Corporate
|
|
Individual
|
|
Total
|
Weighting
|
|
75%
|
|
25%
|
|
100%
|
Corporate or Individual Factor, as applicable
|
|
maximum 1.5
|
|
maximum 1.5
|
|
0
|
Individual Factor applied again to the corporate portion
|
|
maximum 1.0
|
|
0
|
|
0
|
Maximum payout as % of target
|
|
112.5%
|
|
37.5%
|
|
150%
|
Percent met or exceeded (by weighting)
|
|
Indicative Corporate Factor
|
|
At least 95%
|
|
1.5
|
|
70%
|
|
1.0
|
|
50%
|
|
0.6
|
|
Less than 50%
|
|
—
|
|
|
Corporate Goals
|
|
FY 2018 Target
|
|
FY 2018 Results
|
|
Met or Exceeded
|
|
Weighting
|
1.
|
Reward Investors
(1)
|
|
|
|
|
|
|
|
|
|
Utility ROE
|
|
Greater than or equal to the allowed utility ROE of 9.46%
|
|
9.53%
|
|
Yes
|
|
10%
|
|
Non-Utility Earnings
|
|
Greater than or equal to 100% of targeted non-utility earnings
|
|
79.0%
|
|
No
|
|
10%
|
|
|
|
|
|
|
|
|
|
|
2.
|
Safe Delivery
|
|
|
|
|
|
|
|
|
|
Employee Work Safety
|
|
Less than or equal to a DART
(2)
rate of 0.90
|
|
1.71
|
|
No
|
|
10%
|
|
System Safety/Pipeline Integrity
|
|
Greater than or equal to 100%
|
|
110.0%
|
|
Yes
|
|
10%
|
|
|
|
|
|
|
|
|
|
|
3.
|
Customer Value
|
|
|
|
|
|
|
|
|
|
Customer Satisfaction
|
|
Greater than or equal to 85%
|
|
87.4%
|
|
Yes
|
|
10%
|
|
New Meter Additions
|
|
Greater than or equal to 12,500 new meters
|
|
12,581
|
|
Yes
|
|
6.25%
|
|
Service Level Achievement of Key Contracts
|
|
Greater than or equal to 90%
|
|
92.7%
|
|
Yes
|
|
6.25%
|
|
|
|
|
|
|
|
|
|
|
4.
|
O & M Per Customer
|
|
Less than or equal $285
|
|
$292
|
|
No
|
|
6.25%
|
|
|
|
|
|
|
|
|
|
|
5.
|
Supplier Diversity
|
|
Greater than or equal to 26%
|
|
26.1%
|
|
Yes
|
|
6.25%
|
|
|
|
|
|
|
|
|
|
|
6.
|
Sustainability
|
|
Greater than or equal to 95%
|
|
98.3%
|
|
Yes
|
|
6.25%
|
|
|
|
|
|
|
|
|
|
|
7.
|
Employer of Choice
|
|
|
|
|
|
|
|
|
|
Employee engagement
|
|
96% completion of designated activities by business units
|
|
100.0%
|
|
Yes
|
|
6.25%
|
|
Community involvement
|
|
Greater than or equal to 12,000 hours of community service by WGL employees and family
|
|
14,005
|
|
Yes
|
|
6.25%
|
|
|
|
|
|
|
|
|
|
|
8.
|
Reliable Supply
|
|
|
|
|
|
|
|
|
|
System Reliability
|
|
Percentage of customers who experience no unplanned service interruptions of at least 99.7%
|
|
99.91%
|
|
Yes
|
|
6.25%
|
|
Goals Met or Exceeded
|
|
|
|
|
|
10 out of 13
|
|
73.75%
|
Named Executive Officer
|
|
Long Term Incentive Compensation as Percent of Base Salary
|
|
Chapman
|
|
180
|
%
|
Ammann
|
|
130
|
%
|
Gutermuth
|
|
110
|
%
|
Thornton
|
|
110
|
%
|
Ford
|
|
70%
|
|
McCallister
|
|
235
|
%
|
ROE Ratio =
|
Average consolidated non-GAAP ROE
|
|
Weighted average utility authorized ROE
|
ROE Ratio
|
Payout of Performance Units
(% of Target Awarded) |
120% or greater
|
200%
|
110%
|
150%
|
100%
|
100%
|
90%
|
50%
|
Less than 90%
|
-%
|
•
|
tax-qualified employee benefit plans that are available to our employees, including the Washington Gas Light Company Savings Plan (which we refer to, together with the Washington Gas Light Company Capital Appreciation Plan/ Union Employees’ Savings Plan, as the “401(k) Plans”), and the Washington Gas Light Company Employees’ Pension Plan (the “Pension Plan”);
|
•
|
the Washington Gas Light Company Defined Contribution Supplemental Executive Retirement Plan (“DC SERP”);
|
•
|
the Washington Gas Light Company Defined Contribution Restoration Plan (the “Defined Contribution Restoration Plan” or “DC Restoration Plan”); and
|
•
|
the Washington Gas Light Company Defined Benefit Restoration Plan (the “Defined Benefit Restoration Plan” or “DB Restoration Plan”).
|
Named Executive Officer
|
|
Prorated Target
STI Payout
|
|
|
Chapman
|
|
$
|
331,360
|
|
Ammann
|
|
$
|
222,977
|
|
Gutermuth
|
|
$
|
219,684
|
|
Thornton
|
|
$
|
171,107
|
|
Ford
|
|
$
|
86,528
|
|
McCallister
|
|
$
|
612,271
|
|
•
|
TSR performance units and shares were converted based on relative TSR performance through the Merger at the merger consideration share price. Per the award agreements, no four-quarter averaging was used to determine the final payout. Based on relative TSR performance against the applicable long-term incentive peer groups, FY 2016 TSR awards were earned at 127.8% of target while FY2017 awards were earned at 200% of target.
|
•
|
ROE ratio performance units were converted at Target.
|
•
|
Dividend coverage performance shares were converted at Target and at the merger consideration share price.
|
|
FY 2016 Awards
|
|
|
|||||||||||||||
Named Executive Officer
|
ROE Ratio
Units
|
Dividend Coverage
Shares
|
TSR Units
|
TSR Shares
|
Dividend Equivalent
|
Lump Sum Cash Payment
|
||||||||||||
Chapman
|
$
|
250,200
|
|
$
|
382,829
|
|
$
|
319,756
|
|
$
|
489,258
|
|
$
|
58,525
|
|
$
|
1,500,568
|
|
Ammann
|
$
|
151,125
|
|
$
|
231,303
|
|
$
|
193,138
|
|
$
|
295,638
|
|
$
|
35,363
|
|
$
|
906,567
|
|
Gutermuth
|
$
|
123,750
|
|
$
|
189,384
|
|
$
|
158,153
|
|
$
|
242,070
|
|
$
|
28,955
|
|
$
|
742,312
|
|
Thornton
|
$
|
107,250
|
|
$
|
164,145
|
|
$
|
137,066
|
|
$
|
209,771
|
|
$
|
25,093
|
|
$
|
643,325
|
|
Ford
|
$
|
47,250
|
|
$
|
72,277
|
|
$
|
60,386
|
|
$
|
92,398
|
|
$
|
11,051
|
|
$
|
283,362
|
|
McCallister
|
$
|
498,788
|
|
$
|
763,274
|
|
$
|
637,451
|
|
$
|
975,427
|
|
$
|
116,684
|
|
$
|
2,991,624
|
|
|
FY 2017 Awards
|
|
|
|||||||||||||||
Named Executive Officer
|
ROE Ratio
Units
|
Dividend Coverage
Shares
|
TSR Units
|
TSR Shares
|
Dividend Equivalent
|
Lump Sum Cash Payment
|
||||||||||||
Chapman
|
$
|
252,436
|
|
$
|
355,294
|
|
$
|
504,872
|
|
$
|
710,589
|
|
$
|
48,583
|
|
$
|
1,871,774
|
|
Ammann
|
$
|
152,764
|
|
$
|
214,977
|
|
$
|
305,528
|
|
$
|
429,954
|
|
$
|
29,396
|
|
$
|
1,132,619
|
|
Gutermuth
|
$
|
127,880
|
|
$
|
180,030
|
|
$
|
255,760
|
|
$
|
360,060
|
|
$
|
24,617
|
|
$
|
948,347
|
|
Thornton
|
$
|
108,633
|
|
$
|
152,937
|
|
$
|
217,266
|
|
$
|
305,874
|
|
$
|
20,913
|
|
$
|
805,623
|
|
Ford
|
$
|
48,116
|
|
$
|
67,688
|
|
$
|
96,232
|
|
$
|
135,375
|
|
$
|
9,256
|
|
$
|
356,667
|
|
McCallister
|
$
|
507,600
|
|
$
|
714,472
|
|
$
|
1,015,200
|
|
$
|
1,428,944
|
|
$
|
97,697
|
|
$
|
3,763,913
|
|
|
|
FY 2018
|
||||||||||||
Named Executive Officer
|
|
ROE Ratio
Shares
|
|
Dividend Coverage
|
ROE Ratio
Units
|
|
Converted Cash Amount
|
|||||||
Chapman
|
|
$
|
272,604
|
|
|
$
|
272,605
|
|
$
|
520,200
|
|
|
1,065,409
|
|
Ammann
|
|
$
|
164,851
|
|
|
$
|
164,851
|
|
$
|
314,600
|
|
|
644,302
|
|
Gutermuth
|
|
$
|
138,023
|
|
|
$
|
138,023
|
|
$
|
263,450
|
|
|
539,496
|
|
Thornton
|
|
$
|
117,284
|
|
|
$
|
117,285
|
|
$
|
223,850
|
|
|
458,419
|
|
Ford
|
|
$
|
51,891
|
|
|
$
|
51,891
|
|
$
|
99,050
|
|
|
202,832
|
|
McCallister
1
|
|
548,033
|
|
|
548,032
|
|
1,045,750
|
|
|
2,141,815
|
|
•
|
A lump sum cash severance payment of $5,685,284 which equals the sum of three times his base salary and target short-term incentive opportunity plus the prorated FY2017 bonus payment described above
|
•
|
Continued medical and dental coverage under WGL’s plans for an 18-month period (at WGL’s cost), and a benefit continuation payment to cover the cost of such coverage for the next 18-month period, and an additional cash payment to compensate for any income taxes payable in connection with the continued coverage and payments
|
•
|
Reimbursement of up to $25,000 in outplacement services
|
•
|
Payment of his FY2018 LTI converted cash balance, as discussed above.
|
•
|
80% of the Named Executive Officer awards will be performance units earned based on performance against ROE Ratio and Adjusted Funds from Operations (AFFO) goals on an equally weighted basis. Participants will have the ability to earn 0% - 200% of the target number of units based on achievement of the ROE Ratio and AFFO goals. The number of units earned will then have the ability to be modified +/- 20% based on the relative total shareholder return performance of AltaGas stock against comparator groups. The maximum payout opportunity cannot exceed 220% of target, even when including the modifier. Performance units will continue to vest on the third anniversary of the grant date.
|
•
|
20% of the Named Executive Officer awards will be in the form of restricted units. One-third of the restricted unit granted will vest on each of the first three anniversary dates of the grant assuming AltaGas pays a dividend over the 12- month period prior to each vesting date. If AltaGas does not pay a dividend during each year of the performance period, the restricted units which would have otherwise vested will be forfeited.
|
•
|
Base salary changes for FY2018 were determined at the September 19, 2017 Joint HR Committee meeting and the September 20, 2017 Board meeting and implemented on October 1, 2018;
|
•
|
Short and long-term incentive goals for FY2018 were set at the September 19, 2017 Joint HR Committee meeting and the September 20, 2016 Board meeting;
|
•
|
Performance share and performance unit grants were approved at the September 19, 2017 Joint HR Committee meeting for grants effective on October 1, 2017; and
|
•
|
STI payments for FY2018 were approved at the HR Committee meeting held on November 7, 2018 and the Board meeting held on November 7, 2018.
|
•
|
Our performance goals and objectives reflect a balanced mix of performance measures to avoid excessive weight on a certain goal or performance measure;
|
•
|
Total direct compensation levels are heavily weighted towards long-term, equity-based incentive awards with vesting schedules that fully materialize over a number of years; and
|
•
|
Equity incentive awards are granted annually so executives always have unvested awards that could decrease significantly in value if our business is not managed for the long term.
|
•
|
We determined that, as of September 30, 2018, our employee population consisted of approximately
1,686
individuals, with all of these individuals located in the United States. This population consisted of our full-time, part-time, and temporary employees, and does not include any independent contractors that we have engaged.
|
•
|
To identify the median employee from our employee population, we compared the amount of total compensation (consisting of salaries and overtime) of our employees as reflected in our payroll records as of September 30, 2018. We identified our median employee using this compensation measure, which was consistently applied to all employees included in the calculation.
|
•
|
Once we identified our median employee, we combined all of the elements of such employee’s compensation for FY 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $
118,65
4
.
|
•
|
For the annual total compensation of Mr. Chapman, we used the amount reported in the “Total” column (column (j)) of our 2018 Summary Compensation Table included in this Form 10-K for the period in FY 2018 in which he served as CEO, and annualized it to approximate what Mr. Chapman’s total annual compensation would have been if he served as CEO for the entire fiscal year. Both Mr. McCallister and Mr. Chapman served as CEO during 2018. In accordance with instruction 10 to Item 402(u), we have elected to use Mr. Chapman’s compensation for purposes of the pay ratio disclosure as Mr. Chapman was serving as CEO on September 30, 2018, the date selected by us to identify the median employee.
|
Name and Principal Position
(1)
(a)
|
Fiscal
Year
(b)
|
|
Salary
(c) |
|
|
Bonus
(2)
(d)
|
|
|
Stock
Awards
(3)
(e)
|
|
|
Non-Equity
Incentive
Compensation
(4)
($) (g)
|
|
|
Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings
(5)
($) (h)
|
|
|
All Other
Compensation
(6)
($) (i)
|
|
|
Total
($) (j)
|
|
|||||||
Adrian P. Chapman
|
2018
|
|
$
|
588,873
|
|
|
$
|
3,059,500
|
|
|
$
|
1,040,388
|
|
|
$
|
534,742
|
|
|
$
|
258,258
|
|
|
$
|
1,246,947
|
|
|
$
|
6,728,708
|
|
President and Chief
|
2017
|
|
$
|
561,000
|
|
|
$
|
65,000
|
|
|
$
|
1,085,482
|
|
|
$
|
453,000
|
|
|
$
|
378,650
|
|
|
$
|
38,450
|
|
|
$
|
2,581,582
|
|
Executive Officer
|
2016
|
|
$
|
556,000
|
|
|
$
|
—
|
|
|
$
|
1,084,302
|
|
|
$
|
542,000
|
|
|
$
|
1,432,814
|
|
|
$
|
39,331
|
|
|
$
|
3,654,447
|
|
Vincent L. Ammann, Jr.
|
2018
|
|
$
|
494,364
|
|
|
$
|
2,348,200
|
|
|
$
|
629,171
|
|
|
$
|
356,779
|
|
|
$
|
418,322
|
|
|
$
|
758,380
|
|
|
$
|
5,005,216
|
|
Executive Vice President
|
2017
|
|
$
|
470,000
|
|
|
$
|
40,000
|
|
|
$
|
656,840
|
|
|
$
|
315,000
|
|
|
$
|
688,096
|
|
|
$
|
31,115
|
|
|
$
|
2,201,051
|
|
and Chief Financial Officer
|
2016
|
|
$
|
465,000
|
|
|
$
|
—
|
|
|
$
|
655,034
|
|
|
$
|
329,000
|
|
|
$
|
1,016,318
|
|
|
$
|
30,513
|
|
|
$
|
2,495,865
|
|
Luanne S. Gutermuth
|
2018
|
|
$
|
479,000
|
|
|
$
|
—
|
|
|
$
|
526,828
|
|
|
$
|
339,491
|
|
|
$
|
28,221
|
|
|
$
|
714,629
|
|
|
$
|
2,088,169
|
|
Executive Vice President and
|
2017
|
|
$
|
465,000
|
|
|
$
|
35,000
|
|
|
$
|
549,954
|
|
|
$
|
322,000
|
|
|
$
|
240,638
|
|
|
$
|
95,710
|
|
|
$
|
1,708,302
|
|
and Chief Administrative Officer
|
2016
|
|
$
|
450,000
|
|
|
$
|
—
|
|
|
$
|
536,352
|
|
|
$
|
290,000
|
|
|
$
|
396,861
|
|
|
$
|
83,187
|
|
|
$
|
1,756,400
|
|
Leslie T. Thornton
|
2018
|
|
$
|
407,000
|
|
|
$
|
—
|
|
|
$
|
447,654
|
|
|
$
|
242,038
|
|
|
$
|
—
|
|
|
$
|
638,557
|
|
|
$
|
1,735,249
|
|
Senior Vice President and
|
2017
|
|
$
|
395,000
|
|
|
$
|
35,000
|
|
|
$
|
467,187
|
|
|
$
|
223,000
|
|
|
$
|
—
|
|
|
$
|
117,437
|
|
|
$
|
1,237,624
|
|
Merger Transition Counsel
|
2016
|
|
$
|
390,000
|
|
|
$
|
—
|
|
|
$
|
464,855
|
|
|
$
|
276,000
|
|
|
$
|
—
|
|
|
$
|
112,182
|
|
|
$
|
1,243,037
|
|
William R. Ford
|
2018
|
|
$
|
283,000
|
|
|
$
|
817,400
|
|
|
$
|
198,069
|
|
|
$
|
122,398
|
|
|
$
|
54,984
|
|
|
$
|
283,530
|
|
|
$
|
1,759,381
|
|
Vice President and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Chief Accounting Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Terry D. McCallister
|
2018
|
|
$
|
712,097
|
|
|
$
|
—
|
|
|
$
|
2,091,514
|
|
|
$
|
612,284
|
|
|
$
|
3,593,348
|
|
|
$
|
7,784,407
|
|
|
$
|
14,793,650
|
|
Former Chairman of the
|
2017
|
|
$
|
864,000
|
|
|
$
|
110,181
|
|
|
$
|
2,182,762
|
|
|
$
|
876,000
|
|
|
$
|
982,032
|
|
|
$
|
36,526
|
|
|
$
|
5,051,501
|
|
Board and Chief Executive Officer
|
2016
|
|
$
|
849,000
|
|
|
$
|
—
|
|
|
$
|
2,161,740
|
|
|
$
|
993,000
|
|
|
$
|
2,271,170
|
|
|
$
|
31,309
|
|
|
$
|
6,306,219
|
|
Name and Principal Position
|
Fiscal Year
|
Tax and Financial Counseling
($)
|
|
|
Vehicle Allowance/
Transpor-tation
($)
|
|
|
Parking
($)
|
|
|
Physical
($)
|
|
|
Insurance
($)
|
|
|
Tax Gross-up
($)
|
|
|
Total
($)
|
|
|||||||
Adrian P. Chapman
|
2018
|
$
|
10,018
|
|
|
$
|
8,400
|
|
|
$
|
7,260
|
|
|
$
|
2,272
|
|
|
$
|
2,400
|
|
|
$
|
3,368
|
|
|
$
|
33,718
|
|
President and Chief
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Vincent L. Ammann, Jr.
|
2018
|
$
|
3,805
|
|
|
$
|
8,400
|
|
|
$
|
3,660
|
|
|
$
|
—
|
|
|
$
|
2,400
|
|
|
$
|
1,804
|
|
|
$
|
20,069
|
|
Senior Vice President and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Luanne S. Gutermuth
|
2018
|
$
|
10,160
|
|
|
$
|
8,400
|
|
|
$
|
3,660
|
|
|
$
|
3,500
|
|
|
$
|
2,400
|
|
|
$
|
1,782
|
|
|
$
|
29,902
|
|
Senior Vice President, Shared
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Services and Chief Human
Resources Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Leslie T. Thornton
|
2018
|
$
|
4,500
|
|
|
$
|
8,400
|
|
|
$
|
4,020
|
|
|
$
|
—
|
|
|
$
|
2,138
|
|
|
$
|
1,482
|
|
|
$
|
20,540
|
|
Senior Vice President and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Merger Transition Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
William R. Ford
|
2018
|
$
|
—
|
|
|
$
|
8,400
|
|
|
$
|
3,660
|
|
|
$
|
2,138
|
|
|
$
|
—
|
|
|
$
|
1,603
|
|
|
$
|
15,801
|
|
Vice President and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Chief Accounting Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Terry D. McCallister
|
2018
|
$
|
13,473
|
|
|
$
|
378
|
|
|
$
|
6,050
|
|
|
$
|
3,883
|
|
|
$
|
1,985
|
|
|
$
|
5,366
|
|
|
$
|
31,135
|
|
Former Chairman of the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Board and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1) |
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
(2)
|
||||||||||||||||||
Name (a)
|
|
Grant Date
(b)
|
Threshold
(3)
($) (c) |
|
Target
($) (c ) |
|
Maximum
($) (e)
|
|
Threshold
Number
of Shares
of Stock
(4)
(#) (f)
|
|
Target
Number of
Shares of
Stock
(#) (g)
|
|
Maximum
Number
of Shares
of Stock
(#) (h)
|
|
Grant
Date Fair Value of Stock (5) ($) (l) |
||||||||
Adrian P. Chapman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term Incentive
|
|
N/A
|
$
|
160,137
|
|
|
$
|
457,533
|
|
|
$
|
686,300
|
|
|
|
|
|
|
|
|
|
||
Dividend Coverage Performance Shares
|
|
10/1/2017
|
|
|
|
|
|
|
3,089
|
|
3,089
|
|
3,089
|
|
$
|
260,094
|
|
||||||
Return on Equity Performance Shares
|
|
10/1/2017
|
|
|
|
|
|
|
1,545
|
|
3,089
|
|
6,178
|
|
$
|
260,094
|
|
||||||
Return on Equity Performance Units
|
|
10/1/2017
|
$
|
260,100
|
|
|
$
|
520,200
|
|
|
$
|
1,040,400
|
|
|
|
|
|
|
|
|
|
||
Vincent L. Ammann, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term Incentive
|
|
N/A
|
$
|
107,988
|
|
|
$
|
308,566
|
|
|
$
|
462,849
|
|
|
|
|
|
|
|
|
|
||
Dividend Coverage Performance Shares
|
|
10/1/2017
|
|
|
|
|
|
|
1,868
|
|
1,868
|
|
1,868
|
|
$
|
157,286
|
|
||||||
Return on Equity Performance Shares
|
|
10/1/2017
|
|
|
|
|
|
|
934
|
|
1,868
|
|
3,736
|
|
$
|
157,286
|
|
||||||
Return on Equity Performance Units
|
|
10/1/2017
|
$
|
157,300
|
|
|
$
|
314,600
|
|
|
$
|
629,200
|
|
|
|
|
|
|
|
|
|
||
Luanne S. Gutermuth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term Incentive
|
|
N/A
|
$
|
100,590
|
|
|
$
|
287,400
|
|
|
$
|
431,100
|
|
|
|
|
|
|
|
|
|
||
Dividend Coverage Performance Shares
|
|
10/1/2017
|
|
|
|
|
|
|
1,564
|
|
1,564
|
|
1,564
|
|
$
|
131,689
|
|
||||||
Return on Equity Performance Shares
|
|
10/1/2017
|
|
|
|
|
|
|
782
|
|
1,564
|
|
3,128
|
|
$
|
131,689
|
|
||||||
Return on Equity Performance Units
|
|
10/1/2017
|
$
|
131,725
|
|
|
$
|
263,450
|
|
|
$
|
526,900
|
|
|
|
|
|
|
|
|
|
||
Leslie T. Thornton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term Incentive
|
|
N/A
|
$
|
78,358
|
|
|
$
|
223,850
|
|
|
$
|
335,775
|
|
|
|
|
|
|
|
|
|
||
Dividend Coverage Performance Shares
|
|
10/1/2017
|
|
|
|
|
|
|
1,329
|
|
1,329
|
|
1,329
|
|
$
|
111,902
|
|
||||||
Return on Equity Performance Shares
|
|
10/1/2017
|
|
|
|
|
|
|
665
|
|
1,329
|
|
2,658
|
|
$
|
111,902
|
|
||||||
Return on Equity Performance Units
|
|
10/1/2017
|
$
|
111,925
|
|
|
$
|
223,850
|
|
|
$
|
447,700
|
|
|
|
|
|
|
|
|
|
||
William R. Ford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term Incentive
|
|
N/A
|
$
|
39,620
|
|
|
$
|
113,200
|
|
|
$
|
169,800
|
|
|
|
|
|
|
|
|
|
||
Dividend Coverage Performance Shares
|
|
10/1/2017
|
|
|
|
|
|
|
588
|
|
588
|
|
588
|
|
$
|
49,510
|
|
||||||
Return on Equity Performance Shares
|
|
10/1/2017
|
|
|
|
|
|
|
294
|
|
588
|
|
1,176
|
|
$
|
49,510
|
|
||||||
Return on Equity Performance Units
|
|
10/1/2017
|
$
|
49,525
|
|
|
$
|
99,050
|
|
|
$
|
198,100
|
|
|
|
|
|
|
|
|
|
||
Terry D. McCallister
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term Incentive
|
|
N/A
|
$
|
214,299
|
|
|
$
|
612,284
|
|
|
$
|
918,426
|
|
|
|
|
|
|
|
|
|
||
Dividend Coverage Performance Shares
|
|
10/1/2017
|
|
|
|
|
|
|
6,210
|
|
6,210
|
|
6,210
|
|
$
|
522,882
|
|
||||||
Return on Equity Performance Shares
|
|
10/1/2017
|
|
|
|
|
|
|
3,105
|
|
6,210
|
|
12,420
|
|
$
|
522,882
|
|
||||||
Return on Equity Performance Units
|
|
10/1/2017
|
$
|
522,875
|
|
|
$
|
1,045,750
|
|
|
$
|
2,091,500
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
||||||
Name (a)
|
Number of Shares
Acquired on
Vesting
(1)
(#) (d)
|
|
Shares Withheld to
Cover Taxes (#)
|
|
Value Realized on
Vesting (2)
($) (e)
|
|
|
Adrian P. Chapman
|
21,960
|
|
0
|
|
$
|
1,937,970
|
|
Vincent L. Ammann, Jr.
|
13,279
|
|
0
|
|
$
|
1,171,872
|
|
Luanne S. Gutermuth
|
11,009
|
|
0
|
|
$
|
971,544
|
|
Leslie T. Thornton
|
9,436
|
|
0
|
|
$
|
832,727
|
|
William R. Ford
|
4,167
|
|
0
|
|
$
|
367,738
|
|
Terry D. McCallister
|
43,990
|
|
0
|
|
$
|
3,882,118
|
|
Name (a)
|
|
Plan
|
|
Executive
Contributions
in Last FY (b)
|
|
|
Registrant Contributions in
Last FY ($) (c)
|
|
|
Aggregate
Earnings in
Last FY ($) (d)
|
|
|
Aggregate
Withdrawals / Distributions ($) (e)
|
|
|
Aggregate
Balance at
Last FYE ($) (f)
|
|
|||
Adrian P. Chapman
|
|
n/a
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vincent L. Ammann, Jr.
|
|
n/a
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Luanne S. Gutermuth
(1)
|
|
DC SERP DC Restoration
|
|
—
|
|
|
$
|
69,374
|
|
|
$
|
36,249
|
|
|
—
|
|
|
$
|
480,535
|
|
Leslie T. Thornton
(2)
|
|
DC SERP DC Restoration
|
|
|
|
$
|
77,940
|
|
|
$
|
22,671
|
|
|
|
|
$
|
452,398
|
|
||
William R. Ford
(3)
|
|
DC SERP DC Restoration
|
|
—
|
|
|
$
|
29,482
|
|
|
$
|
15,697
|
|
|
—
|
|
|
$
|
281,147
|
|
Terry D. McCallister
|
|
n/a
|
|
—
|
|
|
__
|
|
|
__
|
|
|
—
|
|
|
__
|
|
Name (a)
|
|
Plan Name
(b)
|
|
Number of Years
Credited Service
(#) (c)
|
|
Present Value of
Accumulated Benefit
($) (d)
|
|
|
Adrian P. Chapman
|
|
Pension Plan
|
|
37.0
|
|
$
|
1,519,776
|
|
|
|
DB SERP
|
|
30.0
|
|
$
|
6,525,950
|
|
Vincent L. Ammann, Jr.
|
|
Pension Plan
|
|
15.0
|
|
$
|
640,665
|
|
|
|
DB SERP
|
|
29.0
|
|
$
|
4,491,596
|
|
Luanne S. Gutermuth
|
|
Pension Plan
|
|
20.5
|
|
$
|
796,586
|
|
|
|
DB Restoration
|
|
20.5
|
|
$
|
602,633
|
|
William R. Ford
|
|
Pension Plan
|
|
13.5
|
|
$
|
688,215
|
|
|
|
DB Restoration
|
|
13.5
|
|
$
|
24,358
|
|
Terry D. McCallister
|
|
Pension Plan
|
|
18.5
|
|
$
|
1,047,361
|
|
|
|
DB SERP
|
|
30.0
|
|
$
|
16,301,617
|
|
Measurement Date
|
|
September 30, 2018
|
|
|
September 30, 2017
|
|
Discount Rate
|
|
|
|
|
||
DB SERP and DB Restoration
|
|
4.30
|
%
|
|
3.60
|
%
|
Pension Plan
|
|
4.40
|
%
|
|
3.90
|
%
|
Pre-retirement Mortality
|
|
None
|
|
|
None
|
|
Post-retirement Mortality
|
|
RP-2014 mortality tables with a base year of 2006 projected using the MP-2014 mortality improvement scale, adjusted to converge over 15 years to an ultimate rate of 0.75% at age 85, grading to 0% at age 115 in 2022
|
|
|
RP-2014 mortality tables with a base year of 2006 projected using the MP-2014 mortality improvement scale, adjusted to converge over 15 years to an ultimate rate of 0.75% at age 85, grading to 0% at age 115 in 2022
|
|
Retirement Age
|
|
65
|
|
|
65
|
|
Payment Form
|
|
|
|
|
||
Amount Earned After 12/31/2004 for DB
|
|
Actual 409A Lump Sum Election
|
|
|
Actual 409A Lump Sum Election
|
|
SERP and DB Restoration
|
|
Reflecting a 2.10% Interest Rate
|
|
|
Reflecting a 2.10% Interest Rate
|
|
Qualified Pension Plan and Pre-409A DB SERP
|
|
Qualified Joint & Survivor Annuity
|
|
|
Qualified Joint & Survivor Annuity
|
|
•
|
the 401(k) Plan, a tax-qualified defined-contribution plan in which the Named Executive Officers participate on the same terms as our other participating employees;
|
•
|
the Pension Plan, a tax-qualified, non-contributory pension plan covering all active employees (including executive officers) and vested former employees of Washington Gas;
|
•
|
the DB SERP, a non-qualified defined-benefit retirement plan which provides the Named Executive Officers a benefit up to 60% of the individual’s final average compensation, as determined under that plan;
|
•
|
the DC SERP, a non-qualified defined-contribution retirement plan;
|
•
|
the Defined Benefit Restoration Plan, a non-qualified defined-benefit retirement plan; and
|
•
|
the Defined Contribution Restoration Plan, a non-qualified defined-contribution retirement plan.
|
•
|
for Mses. Gutermuth and Thornton, salary replacement benefits equal to the sum of the executive’s annual base salary plus annual target incentive bonus multiplied by two, net of any retention payment that has already been received;
|
•
|
for Mses. Gutermuth and Thornton, the product of the executive’s annual bonus and a fraction, the numerator of which is the number of days in the current fiscal year through the termination date, and the denominator of which is 365;
|
•
|
medical and dental replacement benefits for three years for Messrs. McCallister, Chapman, and Ammann and Ms. Thornton; and such benefits for two years for Ms. Gutermuth and Mr. Ford;
|
•
|
an additional three years of benefit service under the DB SERP for Messrs. Chapman and Ammann, provided, in no event shall such additional service, when added to the executive’s DB SERP benefit service, exceed the maximum of 30 years (Mses. Gutermuth and Thornton and Mr. Ford do not participate in the DB SERP; their benefits under the DC SERP, and for Ms. Gutermuth, the DB Restoration, were 100% vested upon the Merger);
|
•
|
outplacement services of up to $25,000; provided that such services are incurred by the executive within 12 months of his or her termination.
|
•
|
assignment to the participant, without his or her consent, of duties inconsistent in any material respect with the executive’s then current position or duties (including, for Messrs. Chapman and Ammann and Ms. Thornton, not having their current position at the most senior resulting entity following the change in control), or any other action by the company which would cause him or her to violate ethical or professional obligations, or which results in a significant diminution in such position or duties;
|
•
|
the participant, without his or her consent, being required to relocate to a principal place of employment that is both more than 35 miles from his or her existing principal place of employment, and farther from the participant’s current residence than his or her existing principal place of employment;
|
•
|
the company materially reduces, without his or her consent, the participant’s base salary rate or target bonus opportunity, or materially reduces the aggregate value of other incentives and retirement opportunity, or fails to allow the participant to participate in all welfare benefit plans, incentive, savings and retirement plan, fringe benefit plans and vacation benefits applicable to other senior executives; or
|
•
|
the company fails to obtain a satisfactory agreement from any successor entity to assume and agree to perform the company’s obligations to the Named Executive Officer under the CIC Plan.
|
Payments Due to Change In Control
|
|
Chapman
|
|
Ammann
|
|
Gutermuth
|
|
Thornton
|
|
Ford
|
||||||||||
Cash severance
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,557,800
|
|
|
$
|
1,892,550
|
|
|
$
|
—
|
|
Additional value due to vesting of FY2018 converted cash units
|
|
$
|
1,065,409
|
|
|
$
|
644,302
|
|
|
$
|
539,496
|
|
|
$
|
458,419
|
|
|
$
|
202,832
|
|
Additional SERP amount due to service credits
(2)
|
|
$
|
—
|
|
|
$
|
231,720
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Medical and dental continuation (estimate)
|
|
$
|
50,964
|
|
|
$
|
50,964
|
|
|
$
|
52,108
|
|
|
$
|
29,739
|
|
|
$
|
33,976
|
|
Outplacement (maximum)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,000
|
|
|
$
|
—
|
|
Cutback to avoid excise tax
(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(525,977
|
)
|
|
$
|
—
|
|
TOTAL
|
|
$
|
1,116,373
|
|
)
|
$
|
926,986
|
|
|
$
|
2,149,404
|
|
|
$
|
1,879,448
|
|
|
$
|
236,808
|
|
Name (a)
|
|
Fees Earned
or Paid in Cash
($) (b)
|
|
|
Stock Awards
(1)
($) (c)
|
|
|
Change in Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
(2)
($) (f)
|
|
|
Total
($) (h)
|
|
||||
Michael D. Barnes
(3)
|
|
$
|
95,525
|
|
|
$
|
95,025
|
|
|
$
|
—
|
|
|
$
|
190,550
|
|
George P. Clancy, Jr.
(3)
|
|
$
|
95,525
|
|
|
$
|
95,025
|
|
|
$
|
83,392
|
|
|
$
|
273,942
|
|
James W. Dyke, Jr.
(4)
|
|
$
|
137,897
|
|
|
$
|
95,025
|
|
|
$
|
—
|
|
|
$
|
232,922
|
|
Nancy C. Floyd
(3)
|
|
$
|
101,435
|
|
|
$
|
95,025
|
|
|
$
|
—
|
|
|
$
|
196,460
|
|
Linda R. Gooden
(4)
|
|
$
|
139,397
|
|
|
$
|
95,025
|
|
|
$
|
8,816
|
|
|
$
|
243,238
|
|
James F. Lafond
(3)
|
|
$
|
96,525
|
|
|
$
|
95,025
|
|
|
$
|
123,815
|
|
|
$
|
315,365
|
|
Debra L. Lee
(3)
|
|
$
|
95,525
|
|
|
$
|
95,025
|
|
|
$
|
—
|
|
|
$
|
190,550
|
|
Dale S. Rosenthal
(4)
|
|
$
|
136,897
|
|
|
$
|
95,025
|
|
|
$
|
14,358
|
|
|
$
|
246,280
|
|
John (Jack) F. Stark
(5)
|
|
$
|
47,287
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,287
|
|
•
|
To better match the accounting recognition of transactions with their economics;
|
•
|
To better align with regulatory view/recognition;
|
•
|
To eliminate the effects of:
|
i.
|
Significant out of period adjustments;
|
ii.
|
Other significant items that may obscure historical earnings comparisons and are not indicative of performance trends; and
|
iii.
|
For adjusted EBIT, other items which may obscure segment comparisons.
|
|
Fiscal Year Ended September 30,
|
||||||
(In thousands, except per share data)
|
2018
|
|
2017
|
||||
Operating earnings (loss)
|
$
|
195,112
|
|
|
$
|
160,244
|
|
Non-GAAP adjustments
(1)
|
(261,297
|
)
|
|
55,368
|
|
||
De-designated interest rate swaps
(2)
|
19,382
|
|
|
(5,570
|
)
|
||
Income tax effect of non-GAAP adjustments
(3)
|
67,403
|
|
|
(17,422
|
)
|
||
Re-measurement impact of Tax Cuts and Jobs Act
|
28,743
|
|
|
—
|
|
||
Net income (loss) applicable to common stock
|
$
|
49,343
|
|
|
$
|
192,620
|
|
Diluted average common shares outstanding
|
—
|
|
|
51,475
|
|
||
Operating earnings (loss) per share
|
|
|
|
$
|
3.11
|
|
|
Per share effect of non-GAAP adjustments
|
|
|
|
0.63
|
|
||
Diluted earnings (loss) per average common share
|
|
|
|
$
|
3.74
|
|
Fiscal Year Ended September 30, 2018
|
||||||||||||||||||||||||||||
(In thousands)
|
|
Regulated
Utility
|
|
Retail Energy-
Marketing
|
|
Commercial
Energy
Systems
|
|
Midstream
Energy
Services
|
|
Other
Activities
(k)
|
|
Eliminations
|
|
Total
|
||||||||||||||
Adjusted EBIT
|
|
$
|
207,959
|
|
|
$
|
37,343
|
|
|
$
|
46,533
|
|
|
$
|
40,464
|
|
|
$
|
(7,284
|
)
|
|
$
|
(4,374
|
)
|
|
$
|
320,641
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrealized mark-to-market valuations on energy-related derivatives
(a)
|
|
10,379
|
|
|
(2,540
|
)
|
|
—
|
|
|
(8,269
|
)
|
|
—
|
|
|
5
|
|
|
(425
|
)
|
|||||||
Storage optimization program
(b)
|
|
(3,429
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,429
|
)
|
|||||||
DC weather impact
(c)
|
|
(2,710
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,710
|
)
|
|||||||
Distributed generation asset related investment tax credits
(d)
|
|
—
|
|
|
—
|
|
|
(6,695
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,695
|
)
|
|||||||
Change in measured value of inventory
(e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,178
|
)
|
|
—
|
|
|
—
|
|
|
(2,178
|
)
|
|||||||
Merger related costs
(f)
|
|
(26,661
|
)
|
|
(3,312
|
)
|
|
(2,210
|
)
|
|
(595
|
)
|
|
(32,716
|
)
|
|
—
|
|
|
(65,494
|
)
|
|||||||
Merger commitments
(g)
|
|
(139,647
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139,647
|
)
|
|||||||
Asset impairment
(h)
|
|
(37,969
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,969
|
)
|
|||||||
Unrecovered government contract costs
(i)
|
|
—
|
|
|
—
|
|
|
(2,750
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,750
|
)
|
|||||||
Total non-GAAP adjustments
|
|
$
|
(200,037
|
)
|
|
$
|
(5,852
|
)
|
|
$
|
(11,655
|
)
|
|
$
|
(11,042
|
)
|
|
$
|
(32,716
|
)
|
|
$
|
5
|
|
|
$
|
(261,297
|
)
|
EBIT
|
|
$
|
7,922
|
|
|
$
|
31,491
|
|
|
$
|
34,878
|
|
|
$
|
29,422
|
|
|
$
|
(40,000
|
)
|
|
$
|
(4,369
|
)
|
|
$
|
59,344
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Fiscal Year Ended September 30, 2017
|
||||||||||||||||||||||||||||
(In thousands)
|
|
Regulated
Utility
|
|
Retail Energy-
Marketing
|
|
Commercial
Energy
Systems
|
|
Midstream
Energy
Services
|
|
Other
Activities
(k)
|
|
Eliminations
|
|
Total
|
||||||||||||||
Adjusted EBIT
|
|
$
|
227,228
|
|
|
$
|
41,597
|
|
|
$
|
47,586
|
|
|
$
|
10,880
|
|
|
$
|
(4,862
|
)
|
|
$
|
1,328
|
|
|
$
|
323,757
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Unrealized mark-to-market valuations on energy-related derivatives
(a)
|
|
49,338
|
|
|
11,598
|
|
|
—
|
|
|
18,823
|
|
|
—
|
|
|
(363
|
)
|
|
79,396
|
|
|||||||
Storage optimization program
(b)
|
|
1,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,496
|
|
|||||||
DC weather impact
(c)
|
|
(11,755
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,755
|
)
|
|||||||
Distributed generation asset related investment tax credits
(d)
|
|
—
|
|
|
—
|
|
|
(6,752
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,752
|
)
|
|||||||
Change in measured value of inventory
(e)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,986
|
|
|
—
|
|
|
—
|
|
|
7,986
|
|
|||||||
Merger related costs
(f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,902
|
)
|
|
—
|
|
|
(12,902
|
)
|
|||||||
Third party guarantee
(j)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,101
|
)
|
|
—
|
|
|
(2,101
|
)
|
|||||||
Total non-GAAP adjustments
|
|
$
|
39,079
|
|
|
$
|
11,598
|
|
|
$
|
(6,752
|
)
|
|
$
|
26,809
|
|
|
$
|
(15,003
|
)
|
|
$
|
(363
|
)
|
|
$
|
55,368
|
|
EBIT
|
|
$
|
266,307
|
|
|
$
|
53,195
|
|
|
$
|
40,834
|
|
|
$
|
37,689
|
|
|
$
|
(19,865
|
)
|
|
$
|
965
|
|
|
$
|
379,125
|
|
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted average exercise price of outstanding options warrants and rights
(b)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
(a) (c)
|
|
Equity compensation plans approved by security holders
|
0
|
0
|
2,607,078
|
|
Equity compensation plans not approved by security holders
|
0
|
0
|
0
|
|
TOTAL
|
0
|
0
|
2,607,078
|
•
|
150,000 shares of Serial Preferred Stock, $4.80 Series;
|
•
|
70,600 shares of Serial Preferred Stock, $4.25 Series; and
|
•
|
60,000 shares of Serial Preferred Stock, $5.00 Series.
|
|
|
|
FY 2018
|
|
|
FY 2017
|
|
||
Audit Fees
(1)
|
$
|
3,714,391
|
|
|
$
|
2,516,005
|
|
Audit Related Fees
(2)
|
$
|
180,000
|
|
|
$
|
240,490
|
|
Tax Fees
(3)
|
$
|
113,741
|
|
|
$
|
144,566
|
|
All Other Fees
(4)
|
$
|
11,400
|
|
|
$
|
14,388
|
|
TOTAL FEES
|
$
|
4,019,532
|
|
|
$
|
2,915,449
|
|
|
Schedule/
Exhibit
|
|
Description
|
|
|
|
II
|
|
Valuation and Qualifying Accounts and Reserves for the years ended September 30, 2018, 2017 and 2016—WGL Holdings, Inc.
|
|
|
|
|
|
Valuation and Qualifying Accounts and Reserves for the years ended September 30, 2018, 2017 and 2016—Washington Gas Light Company.
|
|
|
|
(a)(3)
|
|
Exhibits
|
|
|
|
|
|
Exhibits Filed Herewith:
|
|
|
|
|
Separation Agreement and General Release entered into by and between Terry D. McCallister, Chairman and Chief Executive Officer, and Washington Gas Light Company, dated July 6, 2018.*
|
|
|
|
|
|
Service Agreement entered into by and between Terry D. McCallister and Washington Gas Light Company, dated July 6, 2018.*
|
|
|
|
|
|
Terms of Employment and Retention for Adrian P. Chapman, Chief Executive Officer and President, dated July 6, 2018.*
|
|
|
|
|
|
Terms of Employment and Retention for Vincent L. Ammann, Jr., Executive Vice President and Chief Financial Officer, dated July 6, 2018.*
|
|
|
|
|
|
Terms of Employment and Retention for Luanne Gutermuth, Executive Vice President and Chief Administrative Officer, dated July 9, 2018.*
|
|
|
|
|
|
Change in Control Severance Plan Agreement for Leslie T. Thornton, dated July 5, 2018.*
|
|
|
|
|
|
Terms of Employment and Retention for William R. Ford, Vice President and Chief Accounting Officer, dated July 6, 2018.*
|
|
|
|
|
|
Amendment to Terms of Employment and Retention for Vincent L. Ammann, Jr., Executive Vice President and Chief Financial Officer, dated November 16, 2018.*
|
|
|
|
|
|
Subsidiaries of WGL Holdings, Inc.
|
|
|
|
|
|
Consent of Deloitte & Touche LLP.
|
|
|
|
|
|
Power of Attorney for WGL Holdings, Inc.
|
|
|
|
|
|
Power of Attorney for Washington Gas Light Company
|
|
|
|
|
|
Certification of Adrian P. Chapman, the President and Chief Executive Officer of WGL Holdings, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Vincent L. Ammann, Jr., the Executive Vice President and Chief Financial Officer of WGL Holdings, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
Schedule/
Exhibit
|
|
Description
|
|
Certification of Adrian P. Chapman, the President and Chief Executive Officer of Washington Gas Light Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Vincent L. Ammann, Jr., the Executive Vice President and Chief Financial Officer of Washington Gas Light Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Adrian P. Chapman, the President and Chief Executive Officer, and Vincent L. Ammann, Jr., the Executive Vice President and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
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
|
|
|
|
|
|
* Designates a compensatory plan or arrangement.
|
Schedule/
Exhibit
|
|
Description
|
|
|
|
|
|
Exhibits Incorporated by Reference:
|
|
|
|
2
|
|
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
|
|
|
|
|
Agreement and Plan of Merger, dated as of January 25, 2017, among WGL Holdings, Inc., Wrangler Inc. and AltaGas, Ltd. (incorporated by reference to Exhibit 2.1 to WGL Holdings, Inc.'s Form 8-K filed January 27, 2017).
|
|
|
|
|
|
Subscription Agreement for Series A Non-Voting Non-Convertible Perpetual Preferred Stock, dated as of January 25, 2017, by and between WGL Holdings, Inc. and AltaGas Ltd. (incorporated by reference to Exhibit 2.2 to WGL Holdings, Inc.'s Form 8-K filed January 27, 2017).
|
|
|
|
|
|
Letter Agreement, dated January 11, 2018, by and between WGL Holdings, Inc. and AltaGas Ltd. (incorporated by reference to Exhibit 2.1 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended December 31, 2017 filed February 8, 2018).
|
|
|
|
|
3
|
|
Articles of Incorporation & Bylaws:
|
|
|
|
|
Washington Gas Light Company Charter (incorporated by reference to Exhibit 4 to Registration Statement on Washington Gas Light Company's Form S-3 filed July 21, 1995).
|
|
|
|
|
|
Articles of Incorporation of WGL Holdings, Inc. (incorporated by reference to Appendix B to Registration Statement on WGL Holdings, Inc.'s Form S-4 filed February 2, 2000).
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Bylaws of WGL Holdings, Inc., as amended effective July 6, 2018 (incorporated by reference to Exhibit 3.1 to WGL Holdings, Inc.’s Form 8-K filed July 12, 2018).
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Bylaws of Washington Gas Light Company, as amended effective July 6, 2018 (incorporated by reference to Exhibit 3.2 to Washington Gas Light Company’s Form 8-K filed July 12, 2018).
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4
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Instruments Defining the Rights of Security Holders including Indentures:
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Indenture Agreement dated August 28, 2014, entered into by and between WGL Holdings, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to WGL Holdings, Inc.'s Form 8-K filed October 15, 2014).
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First Supplemental Indenture relating to 2.25% Senior Notes due 2019, dated October 24, 2014, by and between WGL Holdings, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 to WGL Holdings, Inc.'s Form 8-K filed October 24, 2014).
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Second Supplemental Indenture relating to 4.60% Senior Notes due 2044, dated October 24, 2014, by and between WGL Holdings, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.3 to WGL Holdings, Inc.'s Form 8-K filed October 24, 2014).
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4.4
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Indenture, dated September 1, 1991 between Washington Gas Light Company and The Bank of New York, as Trustee, regarding issuance of unsecured notes (incorporated by reference to an exhibit to Washington Gas Light Company's Form 8-K filed September 19, 1991).
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4.5
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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 (incorporated by reference to an exhibit to Washington Gas Light Company's Form 8-K filed September 10, 1993).
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Terms Agreement, dated September 13, 2016, between Washington Gas Light Company, MUFG Securities Americas Inc., Wells Fargo Securities, LLC, BB&T Securities, LLC, TD Securities (USA) LLC and The Williams Capital Group, L.P. (incorporated by reference to Exhibit 1.1 to Washington Gas Light Company's Form 8-K filed September 19, 2016).
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Terms Agreement, dated September 13, 2017, between Washington Gas Light Company, MUFG Securities Americas Inc. and RBC Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to Washington Gas Light Company's Form 8-K filed September 19, 2017).
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Indenture, dated November 29, 2017, by and between WGL Holdings, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to WGL Holdings, Inc.’s Form 8-K filed December 1, 2017).
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First Supplemental Indenture, dated November 29, 2017, by and between WGL Holdings, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 to WGL Holdings, Inc.’s Form 8-K filed December 1, 2017).
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Form of Floating Rate Note due 2019 (incorporated by reference to Exhibit 4.3 to WGL Holdings, Inc.’s Form 8-K filed December 1, 2017).
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Second Supplemental Indenture, dated March 14, 2018, by and between WGL Holdings, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 to WGL Holdings, Inc.’s Form 8-K filed March 16, 2018).
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Form of Floating Rate Note due 2020 (incorporated by reference to Exhibit 4.3 to WGL Holdings, Inc.’s Form 8-K filed March 16, 2018).
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10
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Material Contracts
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Limited Liability Company Agreement of Meade Pipeline Co. LLC entered into on February 14, 2014, by and between WGL Midstream, Inc., COG Holdings LLC, Vega Midstream MPC LLC, River Road Interests LLC, and VED NPI I, LLC (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended March 31, 2014 filed May 8, 2014).
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Construction and Ownership Agreement entered into on February 14, 2014, by and between Transcontinental Gas Pipe Line Company, LLC and Meade Pipeline Co. LLC (incorporated by reference to Exhibit 10.2 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended March 31, 2014 filed May 8, 2014).
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Lease Agreement between Transcontinental Gas Pipe Line Company, LLC and Meade Pipeline Co. LLC (incorporated by reference to Exhibit 10.3 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended March 31, 2014 filed May 8, 2014).
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Other Services Contracts
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Master Services Agreement, effective June 19, 2007, with Accenture LLP, related to business process outsourcing, and service technology enhancements (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended June 30, 2007 filed August 9, 2007). Portions of this exhibit were omitted pursuant to a request for confidential treatment submitted to the Securities and Exchange Commission.
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Gas transportation and storage contracts
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Amended Service Agreement, effective October 31, 2008, with Columbia Gas Transmission, LLC related to Firm Storage Service Transportation (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2009 filed November 25, 2009) (consolidated into Agreement 100303).
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Service Agreement, effective October 31, 2008, with Columbia Gas Transmission, LLC related to Firm Storage Service Transportation (incorporated by reference to Exhibit 10.3 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended June 30, 2009 filed August 7, 2009) (consolidated into Agreement 100303).
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Service Agreement, effective November 1, 2005, with Columbia Gas Transmission, LLC related to Firm Storage Service Transportation (Agreement 85038) (incorporated by reference to Exhibit 10.3 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2005 filed December 14, 2005) (consolidated into Agreement 100303).
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Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission, LLC related to Storage Service (incorporated by reference to Exhibit 10.8 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2004 filed December 14, 2004) (Agreement 78839) (consolidated into Agreement 100303).
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Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission, LLC related to Storage Service (incorporated by reference to Exhibit 10.8 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2004 filed December 14, 2004) (Agreement 78840) (consolidated into Agreement 100303).
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Service Agreement, effective October 31, 2008, with Columbia Gas Transmission, LLC related to Firm Storage Service (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended June 30, 2009 filed August 7, 2009) (consolidated into Agreement 4409).
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Service Agreement, effective November 1, 2005, with Columbia Gas Transmission, LLC related to Firm Storage Service (Agreement 85037) (incorporated by reference to Exhibit 10.2 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2005 filed December 14, 2005) (consolidated into Agreement 4409).
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Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission, LLC related to Firm Storage Service (incorporated by reference to Exhibit 10.7 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2004 filed December 14, 2004) (Agreement 78844) (consolidated into Agreement 4409).
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|
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission, LLC related to Firm Storage Service (incorporated by reference to Exhibit 10.7 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2004 filed December 14, 2004) (Agreement 78845) (consolidated into Agreement 4409).
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|
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission, LLC related to Firm Storage Service (incorporated by reference to Exhibit 10.7 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2004 filed December 14, 2004) (Agreement 78846) (consolidated into Agreement 4409).
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Service Agreement, effective November 1, 2008, with Columbia Gas Transmission, LLC related to Firm Transportation Service (incorporated by reference to Exhibit 10.2 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended June 30, 2009 filed August 7, 2009) (consolidated into Agreement 4484).
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Service Agreement, effective November 1, 2005, with Columbia Gas Transmission, LLC related to Firm Transportation Service (Agreement 85036) (incorporated by reference to Exhibit 10.4 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2005 filed December 14, 2005) (consolidated into Agreement 4484).
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|
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission, LLC related to Firm Transportation Service (incorporated by reference to Exhibit 10.9 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2004 filed December 14, 2004) (Agreement 78834) (consolidated into Agreement 4484).
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|
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission, LLC related to Firm Transportation Service (incorporated by reference to Exhibit 10.9 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2004 filed December 14, 2004) (Agreement 78835) (consolidated into Agreement 4484).
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|
Service Agreement, renegotiated and effective June 1, 2004, as amended, with Columbia Gas Transmission, LLC related to Firm Transportation Service (incorporated by reference to Exhibit 10.9 to Form 10-K for the fiscal year ended September 30, 2004 filed December 14, 2004) (Agreement 78836) (consolidated into Agreement 4484).
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Management Contracts, Compensatory Plans or Arrangements with Executive Officers and Directors
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Form of Performance Share Award Agreement, as amended on October 21, 2014 (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2014 filed November 21, 2014).*
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|
Form of Performance Units Award Agreement, as amended on October 21, 2014 (incorporated by reference to Exhibit 10.2 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2014 filed November 21, 2014).*
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|
|
Form of Performance Unit Award Agreement (Total Shareholder Return) (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended December 31, 2015 filed February 5, 2016).*
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|
|
Form of Performance Unit Award Agreement (Return on Equity) (incorporated by reference to Exhibit 10.2 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended December 31, 2015 filed February 5, 2016).*
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|
|
Form of Performance Share Award Agreement (Total Shareholder Return) (incorporated by reference to Exhibit 10.3 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended December 31, 2015 filed February 5, 2016).*
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|
|
Form of Performance Share Award Agreement (Dividend Coverage) (incorporated by reference to Exhibit 10.4 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended December 31, 2015 filed February 5, 2016).*
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|
Washington Gas Light Company Defined Contribution Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.1 to Washington Gas Light Company's Form 10-Q for the quarter ended December 31, 2009 filed February 5, 2010).*
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|
|
|
Washington Gas Light Company Defined Contribution Restoration Plan (incorporated by reference to Exhibit 10.2 to Washington Gas Light Company's Form 10-Q for the quarter ended December 31, 2009 filed February 5, 2010).*
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|
|
|
Washington Gas Light Company Defined Benefit Restoration Plan (incorporated by reference to Exhibit 10.3 to Washington Gas Light Company's Form 10-Q for the quarter ended December 31, 2009 filed February 5, 2010).*
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|
WGL Holdings, Inc. and Washington Gas Light Company Change in Control Severance Plan for Certain Executives, as amended on September 24, 2008 (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2008 filed December 1, 2008).*
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|
|
Amendment 2015-1 to the WGL Holdings, Inc. and Washington Gas Light Company Change in Control Severance Plan for Certain Executives, dated November 12, 2015 (incorporated by reference to Exhibit 99.1 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended December 31, 2015 filed February 5, 2016).*
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|
|
WGL Holdings, Inc. and Washington Gas Light Company Change in Control Policy, dated December 15, 2006, as amended September 22, 2015 (incorporated by reference to Exhibit 99.1 to WGL Holdings, Inc.'s Form 8-K filed on January 20, 2016).*
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|
|
|
Washington Gas Light Company Supplemental Executive Retirement Plan, amended and restated effective January 1, 2005, as further amended on September 24, 2008 (incorporated by reference to Exhibit 10.3 to Washington Gas Light Company's Form 10-K for the fiscal year ended September 30, 2008 filed December 1, 2008).*
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|
|
|
|
WGL Holdings, Inc. 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Appendix B of WGL Holdings, Inc.’s Definitive Proxy Statement on Schedule 14A filed January 20, 2016).*
|
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|
WGL Holdings, Inc. Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to WGL Holdings, Inc.'s Form 8-K filed December 21, 2006).*
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|
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 (incorporated by reference to Exhibit 10.2 to WGL Holdings, Inc.'s Form 10-K for the fiscal year ended September 30, 2001 filed December 20, 2001).*
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|
Form of ROE Performance Units (FY 2018 Series) Award under WGL Holdings, Inc. 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.'s Form 8-K filed September 29, 2017).*
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|
|
Form of Dividend Coverage Performance Shares (FY 2018 Series) Award under WGL Holdings, Inc. 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to WGL Holdings, Inc.'s Form 8-K filed September 29, 2017).*
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|
|
Form of ROE Performance Shares (FY 2018 Series) Award under WGL Holdings, Inc. 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to WGL Holdings, Inc.'s Form 8-K filed September 29, 2017).*
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|
Securities Distribution Agreements
|
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|
|
|
Equity Distribution Agreement, dated November 24, 2015, by and among WGL Holdings, Inc., Wells Fargo Securities, LLC, BB&T Capital Markets, a division of BB&T Securities, LLC and RBC Capital Markets, LLC (incorporated by reference to Exhibit 1.1 to WGL Holdings, Inc.'s Form 8-K filed November 24, 2015).
|
|
|
|
|
|
Distribution Agreement, dated September 10, 2015, by and among Washington Gas Light Company and BB&T Capital Markets, a division of BB&T Securities, LLC, Mitsubishi UFJ Securities (USA), Inc., TD Securities (USA) LLC, The Williams Capital Group, L.P., U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC and RBC Capital Markets, LLC, relating to the issuance and sale by Washington Gas Light Company of up to $600,000,000 aggregate principal amount of Medium-Term Notes, Series K (incorporated by reference to Exhibit 99.1 to Washington Gas Light Company's Form 8-K filed September 16, 2015).
|
|
|
|
|
|
|
Debt and Credit Agreements
|
|
|
|
|
Note Purchase Agreement, dated December 15, 2014, between the Washington Gas Light Company, New York Life Insurance and Annuity Corporation and New York Life Insurance Company (incorporated by reference to Exhibit 10.1 to Washington Gas Light Company's Form 8-K filed December 17, 2014).
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|
|
|
|
|
Note Purchase Agreement dated November 2, 2009, entered into by and among Washington Gas Light Company and certain purchasers, for the issuance and sale by Washington Gas Light Company of $50 million of 4.76% notes due November 1, 2019 (incorporated by reference to Exhibit 4.1 to Washington Gas Light Company's Form 8-K filed November 6, 2009).
|
|
|
|
|
|
Form of Note issued in connection with the Note Purchase Agreement dated November 2, 2009, by and among Washington Gas Light Company and certain purchasers, regarding the issuance and sale by Washington Gas Light Company of $50 million of 4.76% notes due November 1, 2019 (incorporated by reference to Exhibit 4.2 to Washington Gas Light Company's Form 8-K filed November 6, 2009).
|
|
|
|
|
|
First Amendment to Credit Agreement, dated December 19, 2014, between WGL Holdings, Inc. the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for the Lenders (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.'s Form 8-K filed December 19, 2014).
|
|
|
|
|
|
First Amendment to Credit Agreement, dated December 19, 2014, between Washington Gas Light Company, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for the Lenders (incorporated by reference to Exhibit 10.2 to Washington Gas Light Company's Form 8-K filed December 19, 2014).
|
|
|
|
|
|
Credit Agreement dated as of April 3, 2012 among WGL Holdings, Inc., the lenders parties thereto, Wells Fargo Bank, National Association, as administrative agent; The Bank of Tokyo-Mitsubishi UFJ, Ltd. as syndication agent; Branch Banking and Trust Company and TD Bank, N.A., as documentation agents; and Wells Fargo Securities, LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., BB&T Capital Markets and TD Bank, N.A. as joint lead arrangers and joint book runners (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended March 31, 2012 filed May 3, 2012).
|
|
|
|
|
|
Credit Agreement dated as of April 3, 2012 among Washington Gas Light Company, the lenders parties thereto, Wells Fargo Bank, National Association, as administrative agent; The Bank of Tokyo-Mitsubishi UFJ, Ltd. as syndication agent; Branch Banking and Trust Company and TD Bank, N.A., as documentation agents; and Wells Fargo Securities, LLC, The Bank of Tokyo-Mitsubishi UFJ, Ltd., BB&T Capital Markets and TD Bank, N.A. as joint lead arrangers and joint book runners (incorporated by reference to Exhibit 10.2 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended March 31, 2012 filed May 3, 2012).
|
|
|
|
|
|
Credit Agreement, dated as of February 18, 2016, among WGL Holdings, Inc., the lender parties thereto, U.S. Bank National Association, as Administrative Agent, TD Bank, N.A., as Syndication Agent, Branch Banking and Trust Company, as Documentation Agent, and U.S. Bank National Association and TD Bank, N.A., as joint lead arrangers and joint book runners (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.'s Form 8-K filed February 19, 2016).
|
|
|
|
|
|
Second Amendment to Credit Agreement and Commitment Increase, dated as of June 23, 2017, among WGL Holdings, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for the Lenders (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.'s Form 8-K filed June 29, 2017).
|
|
|
|
|
|
Second Amendment to Credit Agreement, dated as of June 23, 2017, among Washington Light Company, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for the Lenders (incorporated by reference to Exhibit 10.2 to Washington Gas Light Company's Form 8-K filed June 29, 2017).
|
|
|
|
|
|
Third Amendment to Credit Agreement, dated May 16, 2018, between WGL Holdings, Inc., the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.’s Form 8-K filed May 22, 2018).
|
|
|
|
|
|
Third Amendment to Credit Agreement, dated May 16, 2018, between Washington Gas Light Company, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent for the lenders (incorporated by reference to Exhibit 10.2 to Washington Gas Light Company’s Form 8-K filed May 22, 2018).
|
|
|
|
|
|
Stockholder Agreement, dated as of July 6, 2018, between Washington Gas Light Company and Wrangler SPE LLC (incorporated by reference to Exhibit 10.1 to WGL Holdings, Inc.’s Form 8-K filed July 12, 2018).
|
|
|
|
|
18
|
|
Letter re change in accounting principles
|
|
|
|
|
Preferability Letter Regarding Change in Accounting Principles for WGL Holdings, Inc. (incorporated by reference to Exhibit 18.1 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended December 31, 2017 filed February 8, 2018).
|
|
|
|
|
|
Preferability Letter Regarding Change in Accounting Principles for Washington Gas (incorporated by reference to Exhibit 18.2 to WGL Holdings, Inc.'s Form 10-Q for the quarter ended December 31, 2017 filed February 8, 2018).
|
|
|
|
|
|
|
* Designates a compensatory plan or arrangement.
|
WGL Holdings, Inc. and Subsidiaries
|
||||||||||||||||
Schedule II—Valuation and Qualifying Accounts and Reserves
|
||||||||||||||||
Years Ended September 30, 2018, 2017 and 2016
|
||||||||||||||||
|
|
Balance at
|
Additions Charged To
|
|
Balance
|
|||||||||||
|
|
Beginning
|
Costs and
|
Other
|
|
|
at End of
|
|||||||||
(In thousands)
|
|
of Period
|
Expenses
(a)
|
Accounts
(b)
|
Deductions
(c)
|
|
Period
|
|||||||||
2018
|
|
|
|
|
|
|
||||||||||
Valuation and Qualifying Accounts
Deducted from Assets in the Balance Sheet:
Allowance for Doubtful Accounts
|
|
$
|
32,025
|
|
$
|
22,730
|
|
$
|
1,431
|
|
$
|
16,100
|
|
$
|
40,086
|
|
2017
|
|
|
|
|
|
|
||||||||||
Valuation and Qualifying Accounts
Deducted from Assets in the Balance Sheet:
Allowance for Doubtful Accounts
|
|
$
|
27,339
|
|
$
|
17,205
|
|
$
|
1,841
|
|
$
|
14,360
|
|
$
|
32,025
|
|
2016
|
|
|
|
|
|
|
||||||||||
Valuation and Qualifying Accounts
Deducted from Assets in the Balance Sheet:
Allowance for Doubtful Accounts
|
|
$
|
26,224
|
|
$
|
13,051
|
|
$
|
3,856
|
|
$
|
15,792
|
|
$
|
27,339
|
|
Washington Gas Light Company
|
||||||||||||||||
Schedule II—Valuation and Qualifying Accounts and Reserves
|
||||||||||||||||
Years Ended September 30, 2018, 2017 and 2016
|
||||||||||||||||
|
|
Balance at
|
Additions Charged To
|
|
Balance at
|
|||||||||||
|
|
Beginning
|
Costs and
|
Other
|
|
End of
|
||||||||||
(In thousands)
|
|
of Period
|
Expenses
(a)
|
Accounts
(b)
|
Deductions
(c)
|
|
Period
|
|||||||||
2018
|
|
|
|
|
|
|
||||||||||
Valuation and Qualifying Accounts
Deducted from Assets in the Balance Sheet:
Allowance for Doubtful Accounts
|
|
$
|
23,741
|
|
$
|
19,946
|
|
$
|
1,409
|
|
$
|
15,474
|
|
$
|
29,622
|
|
2017
|
|
|
|
|
|
|
||||||||||
Valuation and Qualifying Accounts
Deducted from Assets in the Balance Sheet:
Allowance for Doubtful Accounts
|
|
$
|
20,220
|
|
$
|
14,320
|
|
$
|
1,821
|
|
$
|
12,620
|
|
$
|
23,741
|
|
2016
|
|
|
|
|
|
|
||||||||||
Valuation and Qualifying Accounts
Deducted from Assets in the Balance Sheet:
Allowance for Doubtful Accounts
|
|
$
|
19,254
|
|
$
|
10,946
|
|
$
|
3,806
|
|
$
|
13,786
|
|
$
|
20,220
|
|
|
WGL HOLDINGS, INC.
|
|
/s/ Vincent L. Ammann, Jr.
|
Vincent L. Ammann, Jr.
|
Executive Vice President and
|
Chief Financial Officer
|