10-Q 1 wgl-6302018x10q.htm 10-Q Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
þ
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2018
OR 
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _____ to _____
Commission
File Number
Exact name of registrant as
specified in its charter; address of principal executive offices; registrant's telephone number, including area code
State or Other Jurisdiction of
Incorporation
I.R.S.
Employer
Identification No.
0-55968

WGL Holdings, Inc.
1000 Maine Ave., S.W.
Washington, D.C. 20024
(703) 750-2000
Virginia
52-2210912
0-49807
Washington Gas Light Company
1000 Maine Ave., S.W.
Washington, D.C. 20024
(703) 750-4440
District of
Columbia
and Virginia
53-0162882
Indicate by check mark whether each registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
WGL Holdings, Inc.:
 
Large accelerated filer ¨
 
Accelerated filer ¨
 
Non-accelerated filer þ
 
Smaller reporting company ¨
 
 
 
(Do not check if a smaller reporting company)                        
 
Emerging growth company ¨
 
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 
Washington Gas Light Company:
 
Large accelerated filer ¨
 
Accelerated filer ¨
 
Non-accelerated filer þ
 
Smaller reporting company ¨
 
 
 
(Do not check if a smaller reporting company) 
 
Emerging growth company ¨
 
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 
Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
Indicate the number of shares outstanding of each of the issuers’ classes of common stock, as of the latest practicable date.
WGL Holdings, Inc. common stock, no par value, outstanding as of July 31, 2018: 100 shares. All of the outstanding shares of common stock, no par value, of WGL Holdings, Inc. are held by Wrangler 1 LLC, an indirect wholly-owned subsidiary of AltaGas Ltd. as of July 31, 2018.
Washington Gas Light Company common stock, $1 par value, outstanding as of July 31, 2018: 46,479,536 shares. All of the outstanding shares of common stock, $1 par value, of Washington Gas Light Company are held by Wrangler SPE LLC (the SPE), a direct wholly-owned subsidiary of WGL Holdings, Inc. as of July 31, 2018.



WGL Holdings, Inc.
Washington Gas Light Company

For the Quarter Ended June 30, 2018
Table of Contents
 
PART I. Financial Information
 
 
 
Item 1. Financial Statements (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART II. Other Information
 
 
 
 
 
 
 
 
 
 
 
 
 

 



(i)


WGL Holdings, Inc.
Washington Gas Light Company

INTRODUCTION
FILING FORMAT
This Quarterly Report on Form 10-Q is a combined report being filed by two separate registrants: WGL Holdings, Inc. (WGL) and Washington Gas Light Company (Washington Gas). Except where the content clearly indicates otherwise, any reference in the report to “WGL,” “we,” “us” or “our” is to the holding company or WGL and all of its subsidiaries, including Washington Gas, which is a wholly owned subsidiary of WGL.
Part I—Financial information in this Quarterly Report on Form 10-Q includes separate condensed financial statements (i.e. balance sheets, statements of income and comprehensive income and statements of cash flows) for each of WGL and Washington Gas. The Notes to Condensed Consolidated Financial Statements are presented on a combined basis for both WGL and Washington Gas together. The Management’s Discussion and Analysis of Financial Condition and Results of Operations (Management’s Discussion) included under Item 2 is divided into two major sections for WGL and Washington Gas.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Certain matters discussed in this report, excluding historical information, include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the outlook for earnings, dividends, revenues and other future financial business performance, strategies, financing plans, AltaGas Ltd.'s (AltaGas) integration of us and other expectations. Forward-looking statements are typically identified by words such as, but not limited to, “estimates,” “expects,” “anticipates,” “intends,” “believes,” “plans” and similar expressions, or future or conditional terms such as “will,” “should,” “would” and “could.” Forward-looking statements speak only as of the filing date of this report, and the registrants assume no duty to update them. Factors that could cause actual results to differ materially from forward-looking statements or historical performance include those discussed in Item 1A. Risk Factors in the combined Annual Report on Form 10-K for WGL and Washington Gas for the fiscal year ended September 30, 2017, in Part II, Item 1A. Risk Factors in our quarterly reports on Form 10-Q and in our other filings with the Securities and Exchange Commission, and may include, but are not limited to the following:

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;
the inability to successfully be integrated into the operations of AltaGas following the merger with AltaGas and realize anticipated benefits;
the effect of the consummation of the merger on the ability of WGL to retain customers and retain and hire key personnel;
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;
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;
leaks, mechanical problems, incidents or other operational issues in our natural gas distribution system, including the effectiveness of our efforts to mitigate the effects of receiving low-HHC natural gas;
changes and developments in economic, competitive, political and regulatory conditions;
unusual weather conditions and changes in natural gas consumption patterns;
changes in energy commodity market conditions, including the relative prices of alternative forms of energy such as electricity, fuel oil and propane;

(ii)


WGL Holdings, Inc.
Washington Gas Light Company

changes in the value of derivative contracts and the availability of suitable derivative counterparties;
changes in our credit ratings, disruptions in credit market and equity capital market conditions or other factors that may affect our access to and cost of capital;
factors affecting the timing of construction and the effective operation of pipelines in which we have invested;
the credit-worthiness of customers; suppliers and derivatives counterparties;
changes in laws and regulations, including tax, environmental, pipeline integrity and employment laws and regulations, 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;
changes in accounting principles and the effect of accounting pronouncements issued periodically by accounting standard-setting bodies;
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 operating performance.
All such factors are difficult to predict accurately and are generally beyond the direct control of the registrants. Readers are urged to use care and consider the risks, uncertainties and other factors that could affect our business as described in this Quarterly Report on Form 10-Q.

 

(iii)


WGL Holdings, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
Part I—Financial Information
Item 1—Financial Statements


(In thousands)
June 30,
2018
 
September 30,
2017
ASSETS
 
 
 
Property, Plant and Equipment
 
 
 
At original cost
$
6,320,171

 
$
6,143,841

Accumulated depreciation and amortization
(1,570,890
)
 
(1,513,790
)
Net property, plant and equipment
4,749,281

 
4,630,051

Current Assets
 
 
 
Cash and cash equivalents
33,064

 
8,524

Receivables
 
 
 
Accounts receivable
432,278

 
398,149

Gas costs and other regulatory assets
3,439

 
21,705

Unbilled revenues
144,469

 
165,483

Allowance for doubtful accounts
(36,257
)
 
(32,025
)
Net receivables
543,929

 
553,312

Materials and supplies—principally at average cost
18,513

 
20,172

Storage gas
124,767

 
243,984

Prepaid taxes
36,260

 
31,549

Other prepayments
62,258

 
86,465

Derivatives
12,066

 
15,327

Other
13,660

 
26,556

Total current assets
844,517

 
985,889

Deferred Charges and Other Assets
 
 
 
Regulatory assets
 
 
 
Gas costs
54,391

 
90,136

Pension and other post-retirement benefits
121,678

 
139,499

Other
116,650

 
104,596

Prepaid post-retirement benefits
240,577

 
231,577

Derivatives
19,643

 
38,389

Investments in unconsolidated affiliates
677,404

 
394,201

Other
14,144

 
11,671

Total deferred charges and other assets
1,244,487

 
1,010,069

Total Assets
$
6,838,285

 
$
6,626,009

CAPITALIZATION AND LIABILITIES
 
 
 
Capitalization
 
 
 
WGL Holdings common shareholders’ equity
$
1,648,553

 
$
1,502,690

Non-controlling interest
6,889

 
6,851

Washington Gas Light Company preferred stock
28,173

 
28,173

Total equity
1,683,615


1,537,714

Long-term debt
1,879,316

 
1,430,861

Total capitalization
3,562,931

 
2,968,575

Current Liabilities
 
 
 
Current maturities of long-term debt
100,000

 
250,000

Notes payable and project financing
429,520

 
559,844

Accounts payable and other accrued liabilities
387,326

 
423,824

Wages payable
24,144

 
18,096

Accrued interest
18,353

 
7,806

Dividends declared
25,620

 
26,452

Customer deposits and advance payments
64,516

 
65,841

Gas costs and other regulatory liabilities
35,648

 
22,814

Accrued taxes
28,410

 
17,657

Derivatives
20,142

 
43,990

Other
42,609

 
52,664

Total current liabilities
1,176,288

 
1,488,988

Deferred Credits
 
 
 
Unamortized investment tax credits
152,316

 
155,007

Deferred income taxes
444,903

 
868,067

Accrued pensions and benefits
189,521

 
181,552

Asset retirement obligations
306,603

 
296,810

Regulatory liabilities
 
 
 
Accrued asset removal costs
272,355

 
292,173

Other post-retirement benefits
124,072

 
135,035

Excess deferred taxes and other
445,354

 
9,403

Derivatives
114,383

 
122,607

Other
49,559

 
107,792

Total deferred credits
2,099,066

 
2,168,446

Commitments and Contingencies (Note 13)

 

Total Capitalization and Liabilities
$
6,838,285

 
$
6,626,009

The accompanying notes are an integral part of these statements.

4


WGL Holdings, Inc.
Condensed Consolidated Statements of Income (Unaudited)
Part I—Financial Information
Item 1—Financial Statements (continued)
 
  
Three Months Ended 
 June 30,
 
Nine Months Ended 
 June 30,
(In thousands, except per share data)
2018
 
2017
 
2018
 
2017
OPERATING REVENUES
 
 
 
 
 
 
 
Utility
$
195,177

 
$
198,968

 
$
1,093,647

 
$
992,301

Non-utility
228,288

 
275,396

 
868,709

 
933,300

Total Operating Revenues
423,465

 
474,364

 
1,962,356

 
1,925,601

OPERATING EXPENSES
 
 
 
 
 
 
 
Utility cost of gas
51,737

 
49,881

 
370,767

 
259,839

Non-utility cost of energy-related sales
191,198

 
233,025

 
703,904

 
787,691

Operation and maintenance
107,719

 
97,477

 
322,501

 
316,455

Depreciation and amortization
40,388

 
39,094

 
122,095

 
113,487

General taxes and other assessments
35,491

 
32,032

 
135,417

 
122,964

Total Operating Expenses
426,533

 
451,509

 
1,654,684

 
1,600,436

OPERATING INCOME (LOSS)
(3,068
)
 
22,855

 
307,672

 
325,165

Equity in earnings of unconsolidated affiliates
7,065

 
7,508

 
(14,457
)
 
15,117

Other income (expenses) — net
(1,663
)
 
884

 
(2,834
)
 
(591
)
Interest expense
20,593

 
25,062

 
48,427

 
55,552

INCOME (LOSS) BEFORE INCOME TAXES
(18,259
)
 
6,185

 
241,954

 
284,139

INCOME TAX EXPENSE
37,068

 
2,149

 
33,181

 
106,381

NET INCOME (LOSS)
$
(55,327
)
 
$
4,036

 
$
208,773

 
$
177,758

Non-controlling interest
(6,651
)
 
(4,559
)
 
(16,801
)
 
(12,533
)
Dividends on Washington Gas Light Company preferred stock
330

 
330

 
990

 
990

NET INCOME (LOSS) APPLICABLE TO COMMON STOCK
$
(49,006
)
 
$
8,265

 
$
224,584

 
$
189,301

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
 
 
 
 
 
 
 
Basic
51,359

 
51,219

 
51,343

 
51,200

Diluted
51,359

 
51,493

 
51,571

 
51,469

EARNINGS (LOSS) PER AVERAGE COMMON SHARE
 
 
 
 
 
 
 
Basic
$
(0.95
)
 
$
0.16

 
$
4.37

 
$
3.70

Diluted
$
(0.95
)
 
$
0.16

 
$
4.35

 
$
3.68

DIVIDENDS DECLARED PER COMMON SHARE
$
0.5150

 
$
0.5100

 
$
1.5400

 
$
1.5075

The accompanying notes are an integral part of these statements.


5


WGL Holdings, Inc.
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
Part I—Financial Information
Item 1—Financial Statements (continued)
 
  
Three Months Ended 
 June 30,
 
Nine Months Ended June 30,
(In thousands)
2018
 
2017
 
2018
 
2017
NET INCOME (LOSS)
$
(55,327
)
 
$
4,036

 
$
208,773

 
$
177,758

OTHER COMPREHENSIVE INCOME, BEFORE INCOME TAXES:
 
 
 
 
 
 
 
Qualified cash flow hedging instruments
53

 
51

 
158

 
49,556

Pension and other post-retirement benefit plans
 
 
 
 
 
 
 
Change in net prior service credit
(273
)
 
(217
)
 
(820
)
 
(651
)
Change in actuarial net loss
530

 
588

 
1,587

 
1,763

Total other comprehensive income before taxes
$
310

 
$
422

 
$
925

 
$
50,668

INCOME TAX EXPENSE RELATED TO OTHER COMPREHENSIVE INCOME
83

 
235

 
248

 
20,816

OTHER COMPREHENSIVE INCOME
$
227

 
$
187

 
$
677

 
$
29,852

COMPREHENSIVE INCOME (LOSS)
$
(55,100
)
 
$
4,223

 
$
209,450

 
$
207,610

   Non-controlling interest
(6,651
)
 
(4,559
)
 
(16,801
)
 
(12,533
)
   Dividends on Washington Gas Light Company preferred stock
330

 
330

 
990

 
990

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO WGL HOLDINGS
$
(48,779
)
 
$
8,452

 
$
225,261

 
$
219,153

The accompanying notes are an integral part of these statements.


6


WGL Holdings, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
Part I—Financial Information
Item 1—Financial Statements (continued)





  
Nine Months Ended June 30,
(In thousands)
2018
 
2017
OPERATING ACTIVITIES
 
 
 
Net income
$
208,773

 
$
177,758

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
 
 
 
Depreciation and amortization
122,095

 
113,487

Amortization of:
 
 
 
Other regulatory assets and liabilities—net
5,235

 
2,567

Debt related costs
2,211

 
1,307

Deferred income taxes
38,723

 
81,839

Dividends received from equity method investments
14,195

 
10,864

Accrued/deferred pension and other post-retirement benefit cost
7,943

 
16,227

Earnings in equity interest
(19,543
)
 
(15,117
)
Compensation expense related to stock-based awards
12,610

 
12,114

Provision for doubtful accounts
16,258

 
11,601

Impairment loss
34,000

 

Unrealized (gain) loss on derivative contracts
687

 
(67,083
)
Amortization of investment tax credits
(5,542
)
 
(5,544
)
Other non-cash charges (credits)—net
(768
)
 
(584
)
Changes in operating assets and liabilities (Note 16)
132,723

 
(111,053
)
Net Cash Provided by Operating Activities
569,600

 
228,383

FINANCING ACTIVITIES
 
 
 
Common stock issued

 
295

Long-term debt issued
550,000

 
50,000

Long-term debt retired
(250,000
)
 

Debt issuance costs
(3,060
)
 
(404
)
Notes payable issued (retired) —net
(103,000
)
 
217,000

Contributions from non-controlling interest
16,697

 
17,358

Distributions to non-controlling interest
(472
)
 

Project financing
989

 
18,396

Dividends on common stock and preferred stock
(79,824
)
 
(75,672
)
Other financing activities—net
(6,558
)
 
(1,296
)
Net Cash Provided by Financing Activities
124,772

 
225,677

INVESTING ACTIVITIES
 
 
 
Capital expenditures (excluding Allowance for Funds Used During Construction)
(348,396
)
 
(352,232
)
Investments in non-utility interests
(321,436
)
 
(110,952
)
Distributions and receipts from non-utility interests

 
4,126

Proceeds from the sale of assets

 
9,858

Loans to external parties

 
(863
)
Net Cash Used in Investing Activities
(669,832
)
 
(450,063
)
INCREASE IN CASH AND CASH EQUIVALENTS
24,540

 
3,997

Cash and Cash Equivalents at Beginning of Year
8,524

 
5,573

Cash and Cash Equivalents at End of Period
$
33,064

 
$
9,570

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (Note 16)

 
 
 
The accompanying notes are an integral part of these statements.


7


Washington Gas Light Company
Condensed Balance Sheets (Unaudited)
Part I—Financial Information
Item 1—Financial Statements (continued)

(In thousands)
June 30,
2018
 
September 30,
2017
ASSETS
 
 
 
Property, Plant and Equipment
 
 
 
At original cost
$
5,491,886

 
$
5,310,337

Accumulated depreciation and amortization
(1,472,862
)
 
(1,422,622
)
Net property, plant and equipment
4,019,024

 
3,887,715

Current Assets
 
 
 
Cash and cash equivalents
27,185

 
1

Receivables
 
 
 
Accounts receivable
211,854

 
190,740

Gas costs and other regulatory assets
3,439

 
21,705

Unbilled revenues
91,307

 
107,967

Allowance for doubtful accounts
(28,634
)
 
(23,741
)
Net receivables
277,966

 
296,671

Materials and supplies—principally at average cost
18,467

 
20,126

Storage gas
54,677

 
92,753

Prepaid taxes
23,004

 
23,350

Other prepayments
21,473

 
13,238

Receivables from associated companies
33,569

 
32,362

Derivatives
1,370

 
5,061

Other
139

 
102

Total current assets
457,850

 
483,664

Deferred Charges and Other Assets
 
 
 
Regulatory assets
 
 
 
Gas costs
54,391

 
90,136

Pension and other post-retirement benefits
120,967

 
138,573

Other
116,263

 
104,538

Prepaid post-retirement benefits
239,249

 
230,283

Derivatives
9,102

 
16,244

Other
5,196

 
3,561

Total deferred charges and other assets
545,168

 
583,335

  Total Assets
$
5,022,042

 
$
4,954,714

CAPITALIZATION AND LIABILITIES
 
 
 
Capitalization
 
 
 
Common shareholder’s equity
$
1,351,831

 
$
1,164,749

Preferred stock
28,173

 
28,173

Long-term debt
1,084,780

 
1,134,461

Total capitalization
2,464,784

 
2,327,383

Current Liabilities
 
 
 
Current maturities of long-term debt
50,000

 

Notes payable and project financing
15,460

 
166,772

Accounts payable and other accrued liabilities
185,505

 
219,827

Wages payable
22,026

 
16,508

Accrued interest
15,704

 
3,967

Dividends declared
21,126

 
22,098

Customer deposits and advance payments
64,069

 
64,194

Gas costs and other regulatory liabilities
35,648

 
22,814

Accrued taxes
23,158

 
12,808

Payables to associated companies
109,341

 
94,844

Derivatives
16,342

 
30,263

Other
7,105

 
7,473

Total current liabilities
565,484

 
661,568

Deferred Credits
 
 
 
Unamortized investment tax credits
3,563

 
4,100

Deferred income taxes
514,369

 
888,385

Accrued pensions and benefits
187,739

 
179,814

Asset retirement obligations
301,075

 
291,871

Regulatory liabilities
 
 
 
Accrued asset removal costs
272,355

 
292,173

Other post-retirement benefits
123,306

 
134,181

Excess deferred taxes and other

443,747

 
9,403

Derivatives
98,075

 
112,299

Other
47,545

 
53,537

Total deferred credits
1,991,774

 
1,965,763

Commitments and Contingencies (Note 13)

 

Total Capitalization and Liabilities
$
5,022,042

 
$
4,954,714

The accompanying notes are an integral part of these statements.

8


Washington Gas Light Company
Condensed Statements of Income (Unaudited)
Part I—Financial Information
Item 1—Financial Statements (continued)
  
Three Months Ended June 30,
 
Nine Months Ended June 30,
(In thousands)
2018
 
2017
 
2018
 
2017
OPERATING REVENUES
$
199,512

 
$
203,186

 
$
1,109,022

 
$
1,012,193

OPERATING EXPENSES
 
 
 
 
 
 
 
Utility cost of gas
56,063

 
54,093

 
386,104

 
279,713

Operation and maintenance
82,389

 
77,370

 
252,924

 
246,290

Depreciation and amortization
34,043

 
32,761

 
101,157

 
96,003

General taxes and other assessments
30,845

 
27,498

 
121,321

 
109,857

Total Operating Expenses
203,340

 
191,722

 
861,506

 
731,863

OPERATING INCOME (LOSS)
(3,828
)
 
11,464

 
247,516

 
280,330

Other expense — net
(2,628
)
 
(908
)
 
(5,647
)
 
(3,044
)
Interest expense
14,455

 
12,960

 
44,100

 
38,727

INCOME (LOSS) BEFORE INCOME TAXES
(20,911
)
 
(2,404
)
 
197,769

 
238,559

INCOME TAX EXPENSE (BENEFIT)
(9,412
)
 
(733
)
 
43,258

 
91,159

NET INCOME (LOSS)
$
(11,499
)
 
$
(1,671
)
 
$
154,511

 
$
147,400

Dividends on Washington Gas preferred stock
330

 
330

 
990

 
990

NET INCOME (LOSS) APPLICABLE TO COMMON STOCK
$
(11,829
)
 
$
(2,001
)
 
$
153,521

 
$
146,410

The accompanying notes are an integral part of these statements.


9


Washington Gas Light Company
Condensed Statements of Comprehensive Income (Unaudited)
Part I—Financial Information
Item 1—Financial Statements (continued)
  
Three Months Ended 
 June 30,
 
Nine Months Ended 
 June 30,
(In thousands)
2018
 
2017
 
2018
 
2017
NET INCOME (LOSS)
$
(11,499
)
 
$
(1,671
)
 
$
154,511

 
$
147,400

OTHER COMPREHENSIVE INCOME, BEFORE INCOME TAXES:
 
 
 
 
 
 
 
Pension and other post-retirement benefit plans
 
 
 
 
 
 
 
Change in net prior service credit
(273
)
 
(217
)
 
(820
)
 
(651
)
Change in actuarial net loss
530

 
588

 
1,587

 
1,763

Total pension and other post-retirement benefit plans
$
257

 
$
371

 
$
767

 
$
1,112

INCOME TAX EXPENSE RELATED TO OTHER COMPREHENSIVE INCOME
69

 
145

 
204

 
439

OTHER COMPREHENSIVE INCOME
$
188

 
$
226

 
$
563

 
$
673

COMPREHENSIVE INCOME (LOSS)
$
(11,311
)
 
$
(1,445
)

$
155,074

 
$
148,073

The accompanying notes are an integral part of these statements.

10


Washington Gas Light Company
Condensed Statements of Cash Flows (Unaudited)
Part I—Financial Information
Item 1—Financial Statements (continued)


  
Nine Months Ended June 30,
(In thousands)
2018
 
2017
OPERATING ACTIVITIES
 
 
 
Net income
$
154,511

 
$
147,400

ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES
 
 
 
Depreciation and amortization
101,157

 
96,003

Amortization of:
 
 
 
Other regulatory assets and liabilities—net
5,235

 
2,567

Debt related costs
1,195

 
1,031

Deferred income taxes
43,795

 
64,040

Accrued/deferred pension and other post-retirement benefit cost
7,888

 
16,187

Compensation expense related to stock-based awards
10,885

 
11,185

Provision for doubtful accounts
16,154

 
9,333

Unrealized (gain) loss on derivative contracts
(7,063
)
 
(39,339
)
Amortization of investment tax credits
(537
)
 
(569
)
Other non-cash charges (credits)—net
(768
)
 
(583
)
Changes in operating assets and liabilities (Note 16)
33,719

 
(88,642
)
Net Cash Provided by Operating Activities
366,171

 
218,613

FINANCING ACTIVITIES
 
 
 
Capital contributions from WGL Holdings, Inc.
100,000

 

Debt issuance costs
(337
)
 
(399
)
Notes payable issued (retired) —net
(123,000
)
 
119,000

Project financing

 
7,324

Dividends on common stock and preferred stock
(66,622
)
 
(65,020
)
Other financing activities—net
(6,197
)
 
(1,226
)
Net Cash (Used in) Provided by Financing Activities
(96,156
)
 
59,679

INVESTING ACTIVITIES
 
 
 
Capital expenditures (excluding Allowance for Funds Used During Construction)
(242,831
)
 
(278,292
)
Net Cash Used In Investing Activities
(242,831
)
 
(278,292
)
INCREASE IN CASH AND CASH EQUIVALENTS
27,184

 

Cash and Cash Equivalents at Beginning of Year
1

 
1

Cash and Cash Equivalents at End of Period
$
27,185

 
$
1

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (Note 16)

 
 
 
The accompanying notes are an integral part of these statements.

11


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)



NOTE 1. ACCOUNTING POLICIES
Basis of Presentation

On January 25, 2017, WGL Holdings, Inc. (WGL) entered into an Agreement and Plan of Merger (Merger Agreement) to combine with AltaGas Ltd., a Canadian Corporation (AltaGas). On July 6, 2018, the merger was consummated between AltaGas, WGL, and Wrangler Inc. (Merger Sub), a newly formed indirect wholly-owned subsidiary of AltaGas. The Merger Agreement provided for the merger of the Merger Sub with and into WGL, with WGL surviving as an indirect wholly-owned subsidiary of AltaGas. In connection with the merger, WGL established Wrangler SPE LLC., a bankruptcy remote special purpose entity (the SPE) for the purposes of owning the common stock of Washington Gas Light Company (Washington Gas), a regulated natural gas utility. The SPE is a wholly-owned subsidiary of WGL. In addition, WGL continues to own all of the shares of common stock of Washington Gas Resources Corporation (Washington Gas Resources) and Hampshire Gas Company (Hampshire). Washington Gas Resources owns all of the shares of common stock of four non-utility subsidiaries that include WGL Energy Services, Inc. (WGL Energy Services), WGL Energy Systems, Inc. (WGL Energy Systems), WGL Midstream, Inc. (WGL Midstream) and WGSW, Inc. (WGSW). Except where the content clearly indicates otherwise, “WGL,” “we,” “us” or “our” refers to the holding company or the consolidated entity of WGL Holdings, Inc. and all of its subsidiaries. Unless otherwise noted, these notes apply equally to WGL and Washington Gas. Refer to Note 17—Subsequent Events of the Notes to the Condensed Consolidated Financial Statements for a further discussion of the Merger Agreement.
The condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Therefore, certain financial information and note disclosures accompanying annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) are omitted in this interim report. The interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the combined Annual Report on Form 10-K for WGL and Washington Gas for the fiscal year ended September 30, 2017. Due to the seasonal nature of our businesses, the results of operations for the periods presented in this report are not necessarily indicative of actual results for the full fiscal years ending September 30, 2018 and 2017 of either WGL or Washington Gas.
The accompanying unaudited condensed financial statements for WGL and Washington Gas reflect all normal recurring adjustments that are necessary, in our opinion, to present fairly the results of operations in accordance with GAAP. These statements do not reflect any costs related to the merger other than those incurred by WGL on its own behalf.
For a complete description of our accounting policies, refer to Note 1—Accounting Policies of the Notes to Consolidated Financial Statements of the combined Annual Report on Form 10-K for WGL and Washington Gas for the fiscal year ended September 30, 2017.

Impairment of Long-Lived Assets and Equity Method Investments

Management regularly reviews property and equipment and other long-lived assets, including certain definite-lived intangible assets and our equity method investments for possible impairment. For our equity method investments, an impairment is recorded when the investment has experienced decline in value that is other-than-temporary. Additionally, if the projects in which we hold an investment recognize an impairment loss, we would record our proportionate share of that impairment loss and evaluate the investment for decline in value that is other-than-temporary. This review occurs quarterly, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable.

During the second quarter of fiscal year 2018, management determined that, in light of the recent actions taken by the courts and regulators related to our equity method investment in Constitution Pipeline Company, LLC (Constitution), the decline in value was other-than-temporary, resulting in WGL recording an impairment charge of $34.0 million in “Equity in earnings of unconsolidated affiliates” reducing our investment in Constitution to its estimated fair market value. During the three months ended June 30, 2018, and the three and nine months ended June 30, 2017, WGL did not record any impairments related to our long-lived assets or equity method investments. Refer to Note 9—Fair Value Measurements and Note 11—Other Investments of the Notes to the Condensed Consolidated Financial Statements for a further discussion of Constitution.


12


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)

Change in Accounting Principle and Storage Gas Valuation
On October 1, 2017, Washington Gas and WGL Energy Services implemented a voluntary change in the application of an accounting principle with respect to accounting for natural gas, propane, and odorant inventories. Washington Gas and WGL Energy Services now apply the average cost methodology under which the cost of units carried in inventory is based on the weighted average cost per unit of inventory. Prior to this change, Washington Gas and WGL Energy Services applied the First-in First-out (FIFO) method of accounting for inventory under which the oldest inventory items were recorded as being sold first.
We believe the new policy is preferable as it conforms to the method predominately used by our peers, better reflects the physical flow of inventory, conforms to the method used for certain of our other inventories, and will simplify recordkeeping requirements.
The change in accounting principle was implemented on a prospective basis, therefore, we did not retrospectively adjust any prior periods or record a cumulative effect adjustment, as discussed below.
Washington Gas implemented the change in accounting principle on a prospective basis in accordance with Accounting Standards Codification (ASC) No. 980, Regulated Operations which permits regulated entities to implement changes for financial reporting purposes in the same way those changes are implemented for regulatory reporting purposes when the change impacts allowable costs. WGL Energy Services implemented the change on a prospective basis as the impact on its financial statements for all periods presented, including the cumulative effect at October 1, 2017, was immaterial. The difference during the quarter between the prior FIFO method and the new average cost method was immaterial.
WGL Midstream continues to account for its inventory using the weighted average cost method.
On October 1, 2017, WGL adopted ASU 2015-11, Inventory (Topic 330) - Simplifying the Measurement of Inventory. This standard modified the previous calculation for valuing inventory. As a result of the new standard, beginning October 1, 2017, our inventory balances are stated at the lower of cost or net realizable value. Prior to October 1, 2017, our inventory balances were stated at the lower of cost or market. Interim period inventory losses attributable to lower of cost or net realizable value adjustments may be reversed if the net realizable value of the inventory is recovered by the end of the same fiscal year.
For more information see ASU 2015-11 in the accounting standards adopted in fiscal year 2018 table below. For the three and nine months ended June 30, 2018 and 2017, WGL and Washington Gas did not record any lower of cost or net realizable value adjustments.


13


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)


ACCOUNTING STANDARDS ADOPTED IN FISCAL YEAR 2018
 
Standard
  
Description
  
Date of adoption
 
  
Effect on the financial statements or other significant matters
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 the first quarter FY 2018 10-Q filed with the SEC on February 8, 2018, which will be updated each quarter until the end of the measurement period. See Note 7, Income Taxes, of the Notes to Condensed 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 nine months ended June 30, 2018, WGL and Washington Gas recorded $3.4 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 reclassified $3.6 million and $3.5 million, respectively, retroactively on the statement of cash flows for the nine months ended June 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 flow as in the operating activities, WGL elected to present the change prospectively.

Statutory Tax Withholding - No changes were made.


14


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

15


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)


OTHER NEWLY ISSUED ACCOUNTING STANDARDS
 
Standard
  
Description
  
Required date of adoption
 
  
Effect on the financial statements or other significant matters
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. Early adoption is permitted.
 
October 1, 2018*
 
In July 2018, pursuant to the Merger Agreement, WGL contributed $61.8 million to fund multiple rabbi trusts.  Amounts in the rabbi trusts deemed to be restricted cash or restricted cash equivalents will be included in the cash and cash equivalents balances in the statement of cash flows.  Early adoption is expected to occur in the fourth quarter of fiscal year 2018.
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 are currently evaluating the interaction of this standard with the various regulatory provisions concerning pensions and post-retirement benefit costs. We anticipate that the change in capitalization of retirement benefits will not have a material impact on WGL or Washington Gas' financial statements.

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.
 
October 1, 2018*
 
We are in the process of evaluating the impact the adoption of this standard will have on our financial statements. We do not anticipate that adoption of this standard will have a material effect on WGL or Washington Gas' financial statements.


16


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)

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 is currently 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 is finalizing its review and 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 performed a preliminary 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 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.

Early adoption is permitted and can be applied either at the beginning of the period adopted or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax is recognized.
 
October 1, 2019*
 
WGL applied the effect of the change in the U.S. federal corporate income tax rate due to the Tax Act in the first quarter of fiscal year 2018. The updates were recorded to the deferred tax asset and liability accounts and the income statement. Tax entries recorded to AOCI for the employee benefit plans, stock compensation and the cash flow hedge were not adjusted to the new rate. We are performing an analysis to determine the amount to adjust to the new tax rate. Early adoption is expected to occur in fourth quarter of fiscal year 2018.

17


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)

ASU 2016-02, Leases (Topic 842) including subsequent ASUs with additional guidance.
 
This standard requires recognition of a right-to-use asset and lease liability on the statement of financial position and disclosure of key information about leasing arrangements. The standard requires application using a modified retrospective approach.
 
October 1, 2019
 
WGL is performing a scoping exercise by gathering a complete inventory of lease contracts in order to evaluate the impact of adopting ASC 842 on its consolidated financial statements, but 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 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.
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.
 
October 1, 2020*
 
It is not expected that the adoption of this standard will have a material effect on our financial statements.

*WGL may adopt this accounting standard early after the merger with AltaGas to align the timing of implementation with its new parent company. WGL uses fiscal year for reporting its financial statements, while AltaGas uses calendar year, and the effective dates for accounting standards are different between fiscal and calendar accounting periods.

NOTE 2. ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES
The tables below provide details for the amounts included in “Accounts payable and other accrued liabilities” on the balance sheets for both WGL and Washington Gas.
 

18


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)

WGL Holdings, Inc.
(In millions)
June 30, 2018
 
September 30, 2017
Accounts payable—trade
$
339.6

 
$
361.6

Employee benefits and payroll accruals
29.6

 
35.0

Other accrued liabilities
18.1

 
27.2

Total
$
387.3

 
$
423.8


Washington Gas Light Company
(In millions)
June 30, 2018

 
September 30, 2017

Accounts payable—trade
$
149.2

 
$
174.9

Employee benefits and payroll accruals
27.5

 
32.4

Other accrued liabilities
8.8

 
12.5

Total
$
185.5

 
$
219.8


NOTE 3. SHORT-TERM DEBT
WGL and Washington Gas satisfy their short-term financing requirements through the sale of commercial paper, financing arrangements with third-party lenders, or through bank borrowings. Due to the seasonal nature of the regulated utility and retail energy-marketing segments, short-term financing requirements can vary significantly during the year. Revolving credit agreements are maintained to support outstanding commercial paper and to permit short-term borrowing flexibility. The policy of each of WGL and Washington Gas is to maintain bank credit facilities in amounts equal to or greater than their expected maximum commercial paper position. The following is a summary of committed credit available at June 30, 2018 and September 30, 2017.
Committed Credit Available ($ In millions)
June 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
(402.0
)
 

 
(402.0
)
Net committed credit available
$
248.0

 
$
350.0

 
$
598.0

Weighted average interest rate
2.57
%
 
%
 
2.57
%
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
%
(a)Washington Gas has the right to request extensions with the banks’ approval. Washington Gas’ revolving credit facility permits it to borrow an additional $100 million, with the banks’ approval, for a total of $450 million.
(b)WGL includes WGL Holdings, Inc. and all subsidiaries other than Washington Gas.
At June 30, 2018 and September 30, 2017, there were no outstanding bank loans from WGL’s or Washington Gas’ revolving credit facilities.

PROJECT FINANCING
Washington Gas previously obtained third-party project financing on behalf of the federal government to provide funds during the construction of certain energy management services projects entered into under Washington Gas' area-wide contract. In connection with work completed under the area-wide contract, the construction work is performed by WGL Energy Systems on behalf of Washington Gas and an inter-company payable is recorded for work provided by WGL Energy Systems. As work is performed, Washington Gas establishes a receivable representing the government's obligation to remit principal and interest.

19


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)

The payable and receivable are equal to each other at the end of the construction period, but there may be timing differences in the recognition of the project related payable and receivable during the construction period. When these projects are formally “accepted” by the government and deemed complete, Washington Gas assigns the ownership of the receivable to the third party lender in satisfaction of the obligation and removes both the receivable and the obligation related to the financing from its financial statements. In March 2016, the SCC of VA denied Washington Gas' further participation in the third party financing arrangement but allowed existing debt arrangements to remain intact until the related obligations were satisfied.
At June 30, 2018, there was one contract remaining totaling $15.5 million on the Washington Gas balance sheet as a short-term obligation to third party lenders in "Notes payable and project financing". Additionally, at June 30, 2018, there is a financing contract that has not been novated for which no draws have been made for the related project. 
In December 2016, WGL Energy Systems entered into an agreement to obtain third-party financing and receive funds directly from the third-party lender during the construction period associated with the related energy management service projects. As a result, Washington Gas will no longer be liable under future third-party financing arrangements, for projects entered into under the area-wide contract. The general terms of the financing agreement are the same as the prior financing arrangements between Washington Gas and the third-party lender mentioned above. Washington Gas will continue to record a receivable representing the government’s obligation, and will record an inter-company payable to WGL Energy Systems for the construction work performed for the same amount. At June 30, 2018 there were two contracts remaining totaling $12.0 million on the WGL Energy Systems balance sheet as a short-term obligation to third party lenders in "Notes payable and project financing".
As of June 30, 2018, WGL recorded $74.0 million in "Unbilled revenues" on the balance sheet, and WGL and Washington Gas recorded $27.5 million and $15.5 million, respectively, in a corresponding short-term obligation to third-party lenders in "Notes payable and project financing", for energy management services projects that were not complete. As of September 30, 2017, WGL recorded $85.6 million in "Unbilled revenues" on the balance sheet and WGL and Washington Gas recorded $54.8 million and $43.8 million, respectively, in a corresponding short-term obligation to third party lenders in "Notes payable and project financing" for energy management services projects that were not complete. The primary reason for the variance between unbilled revenues and the corresponding short-term obligations to third-party lenders is due to the project for which the financing has not been drawn.
Because these projects are financed for government agencies that have minimal credit risk, and with which we have previous collection experience, neither WGL nor Washington Gas recorded a corresponding reserve for bad debts related to these receivables at June 30, 2018 or September 30, 2017.
NOTE 4. LONG-TERM DEBT
UNSECURED NOTES
WGL and Washington Gas issue long-term notes with individual terms regarding interest rates, maturities and call or put options. These notes can have maturity dates of one or more years from the date of issuance.
At June 30, 2018 and September 30, 2017, WGL had capacity under a shelf registration statement to issue an unspecified amount of long-term debt securities.
At June 30, 2018 and September 30, 2017, Washington Gas had capacity under a shelf registration statement to issue up to $150.0 million of additional Medium-Term Notes (MTNs) that will expire in September 2018.  In May 2018, Washington Gas filed a new MTN shelf with capacity to issue up to $725.0 million of MTNs under that registration statement as of June 30, 2018.
The following tables show our outstanding notes as of June 30, 2018 and September 30, 2017.

20


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)

Long-Term Debt Outstanding
($ In millions)
WGL(a)
 
Washington Gas
 
Total Consolidated
June 30, 2018
 
 
 
 
 
Long-term debt (b)
$
850.0

 
$
1,146.0

 
$
1,996.0

Unamortized discount
(1.4
)
 
(3.0
)
 
(4.4
)
Unamortized debt expense
(4.0
)
 
(8.3
)
 
(12.3
)
    Total Long-Term Debt
$
844.6

 
$
1,134.7

 
$
1,979.3

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 expense
(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
%
(a)WGL includes WGL Holdings, Inc. and all subsidiaries other than Washington Gas.
(b)Includes senior notes, term loans and floating rate notes for WGL and both MTNs and private placement notes for Washington Gas. Represents face value
including current maturities.

The following tables show long-term debt issuances and retirements for WGL for the nine months ended June 30, 2018 and 2017. There were no issuance or retirements for Washington Gas.
WGL Long-Term Debt Issuances and Retirements(a)
($ In millions)
Principal(b)
 
Interest
Rate (f)
 
Effective
Cost (f)
 
Nominal
Maturity Date
Nine Months Ended June 30, 2018
 
 
 
 
 
 
 
Issuances:
 
 
 
 
 
 
 
  11/29/2017
$
300.0

 
1.88
%
(c) 
2.01
%
 
11/29/2019
  03/14/2018
$
250.0

 
2.66
%
(d) 
2.79
%
 
03/12/2020
Total consolidated issuances
$
550.0

 
 
 
 
 
 
Retirements:
$
250.0

 
1.24
%
 
1.24
%
 
02/18/2018
Total
$
250.0

 
 
 
 
 
 
Nine Months Ended June 30, 2017
 
 
 
 
 
 
 
Issuances:
 
 
 
 
 
 
 
1/26/2017
$
50.0

 
1.57
%
(e) 
1.57
%
 
1/26/2019
Total consolidated issuances
$
50.0

 
 
 
 
 
 
(a)WGL includes WGL Holdings, Inc. and all subsidiaries other than Washington Gas.
(b)Represents face amount of notes.
(c)Floating rate per annum and reset quarterly based on terms set forth in the prospectus supplement filed by WGL pursuant to Securities Act Rule 424 on November 27, 2017.
(d)Floating rate per annum and reset quarterly based on terms set forth in the prospectus supplement filed by WGL pursuant to Securities Act Rule 424 on March 13, 2018.
(e)Floating rate per annum that will be determined from time to time based on parameters set forth in the credit agreement.
(f) Represents the interest rate and effective cost at the trade date of the debt.
NOTE 5. COMPONENTS OF TOTAL EQUITY
The tables below reflect the components of “Total equity” for WGL and Washington Gas for the nine months ended June 30, 2018 and 2017.

21


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)

WGL Holdings, Inc.
Components of Total Equity
(In thousands, except shares)
Common Stock
 
Paid-In
Capital
 
Retained
Earnings
 
Accumulated Other Comprehensive Income (Loss), Net of Taxes
 
WGL Holdings Common Shareholders' Equity
 
Non-controlling Interest
 
Washington Gas Light Company Preferred Stock
 
Total Equity
Shares
Amount
 
 
 
 
 
 
 
Balance at
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 (loss)


 

 
224,584

 

 
224,584

 
(16,801
)
 
990

 
208,773

Contributions from non-controlling interest


 

 

 

 

 
16,697

 

 
16,697

Distributions to non-controlling interest


 

 

 

 

 
(472
)
 

 
(472
)
Business combination(a)


 

 

 

 

 
614

 

 
614

Other
comprehensive income


 

 

 
677

 
677

 

 

 
677

Stock-based compensation(b)
140,182

12,390

 
(17,618
)
 
3,832

 

 
(1,396
)
 

 

 
(1,396
)
Dividends declared:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Common stock


 

 
(78,002
)
 

 
(78,002
)
 

 

 
(78,002
)
Preferred stock


 

 

 

 

 

 
(990
)
 
(990
)
Balance at
June 30, 2018(d)
51,359,182

$
595,106

 
$
(7,469
)
 
$
1,066,236

 
$
(5,320
)
 
$
1,648,553

 
$
6,889

 
$
28,173

 
$
1,683,615

Balance at 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 (loss)


 

 
189,301

 

 
189,301

 
(12,533
)
 
990

 
177,758

Contributions from non-controlling interest


 

 

 

 

 
17,358

 

 
17,358

Other
comprehensive income


 

 

 
29,852

 
29,852

 

 

 
29,852

Stock-based compensation(b)
112,146

6,564

 
(3,971
)
 
(468
)
 

 
2,125

 

 

 
2,125

Issuance of
common stock
(c)
26,242

1,657

 

 

 

 
1,657

 

 

 
1,657

Dividends declared:
 
 
 
 
 
 
 
 
 


 
 
 
 
 


Common stock


 

 
(77,213
)
 

 
(77,213
)
 

 

 
(77,213
)
Preferred stock


 

 

 

 

 

 
(990
)
 
(990
)
Balance at
June 30, 2017
51,219,000

$
582,717

 
$
8,548

 
$
938,705

 
$
(8,687
)
 
$
1,521,283

 
$
5,234

 
$
28,173

 
$
1,554,690

(a) Resulted from the consolidation of SFEE. For more information, see Note 11—Other investments of the Notes to Condensed Consolidated Financial Statements.
(b) Includes dividend equivalents related to our performance shares and implementation of ASU 2016-09, see Note 1—Accounting policies of the Notes to Condensed Consolidated Financial Statements.
(c) Includes dividend reinvestment and common stock purchase plans.
(d) Upon consummation of the merger on July 6, 2018, WGL common stock issued and outstanding immediately prior to the merger was canceled, and WGL's common stock was delisted from the New York Stock Exchange, see Note 17-Subsequent Events of the Notes to Condensed Consolidated Financial Statements.

22


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)


Washington Gas Light Company
Components of Total Equity
(In thousands, except shares)
Common Stock
 
Paid-In
Capital
 
Retained
Earnings
 
Accumulated Other
Comprehensive Income (Loss), Net of Taxes
 
Total
Shares
Amount
 
 
 
 
Balance at September 30, 2017
46,479,536

$
46,479

 
$
492,101

 
$
630,691

 
$
(4,522
)
 
$
1,164,749

Net income


 

 
154,511

 

 
154,511

Other comprehensive income


 

 

 
563

 
563

Stock-based compensation(a)


 
(6,539
)
 
4,197

 

 
(2,342
)
Capital contributed by WGL Holdings


 
100,000

 

 

 
100,000

Dividends declared:
 
 
 
 
 
 
 
 
 
 
Common stock


 

 
(64,660
)
 

 
(64,660
)
Preferred stock


 

 
(990
)
 

 
(990
)
Balance at June 30, 2018
46,479,536

$
46,479

 
$
585,562

 
$
723,749

 
$
(3,959
)
 
$
1,351,831

Balance at September 30, 2016
46,479,536

$
46,479

 
$
488,135

 
$
586,662

 
$
(7,830
)
 
$
1,113,446

Net income


 

 
147,400

 

 
$
147,400

Other comprehensive income


 

 

 
673

 
$
673

Stock-based compensation(a)


 
2,319

 

 

 
$
2,319

 
 
 
 
 
 
 
 
 
 
 
Dividends declared:
 
 
 
 
 
 
 
 
 


Common stock


 

 
(64,675
)
 

 
$
(64,675
)
Preferred stock


 

 
(990
)
 

 
$
(990
)
Balance at June 30, 2017
46,479,536

$
46,479

 
$
490,454


$
668,397


$
(7,157
)

$
1,198,173

(a) Stock-based compensation is based on the stock awards of WGL that are allocated to Washington Gas Light Company for its pro-rata share and includes implementation of ASU 2016-09, see Note 1—Accounting policies of the Notes to Condensed Consolidated Financial Statements.

NOTE 6. EARNINGS PER SHARE
Basic earnings per share (EPS) of WGL is computed by dividing net income by the weighted average number of common shares outstanding during the reported period. Diluted EPS assumes the issuance of common shares pursuant to stock-based compensation plans at the beginning of the applicable period unless the effect of such issuance would be anti-dilutive. The following table reflects the computation of our basic and diluted EPS for the three and nine months ended June 30, 2018 and 2017.


23


WGL Holdings, Inc.
Washington Gas Light Company
Part I—Financial Information
Item 1—Financial Statements (continued)
Notes to Condensed Consolidated Financial Statements (Unaudited)

Basic and Diluted EPS
(In thousands, except per share data)
Net Income (Loss)
Applicable to
Common Stock
 
Shares
 
Per Share
Amount
Three Months Ended June 30, 2018
 
 
 
 
 
Basic EPS
$
(49,006
)
 
51,359

 
$
(0.95
)
Stock-based compensation plans

 

 
 
Diluted EPS
$
(49,006
)
 
51,359

 
$
(0.95
)
Three Months Ended June 30, 2017
 
 
 
 
 
Basic EPS
$
8,265

 
51,219

 
$
0.16

Stock-based compensation plans

 
274

 
 
Diluted EPS
$
8,265

 
51,493

 
$
0.16

Nine Months Ended June 30, 2018
 
 
 
 
 
Basic EPS
$
224,584

 
51,343

 
$
4.37

Stock-based compensation plans

 
228

 
 
Diluted EPS
$
224,584

 
51,571

 
$
4.35

Nine Months Ended June 30, 2017
 
 
 
 
 
Basic EPS
$
189,301

 
51,200

 
$
3.70