Back to GetFilings.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

(Mark One)

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 registrant was required to file such reports) and (2) has been subject to filing requirements for the past 90 days. Yes   X    No     

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date:

WGL Holdings, Inc. common stock, no par value, outstanding as of July 31, 2002: 48,564,667 shares.

All of the outstanding shares of common stock ($1 par value) of Washington Gas Light Company were held by WGL Holdings, Inc. as of July 31, 2002.

Form 10-Q
Quarter Ended June 30, 2002

TABLE OF CONTENTS
PART I. Financial Information

-2-

FILING FORMAT

     This Quarterly Report on Form 10-Q is a combined report being filed by two separate registrants: WGL Holdings, Inc. (WGL Holdings or the Company) and Washington Gas Light Company (Washington Gas or the regulated utility). Except where the content clearly indicates otherwise, any reference in the report to “WGL Holdings” or “the Company” is to the consolidated entity WGL Holdings and all of its subsidiaries, including Washington Gas, a distinct registrant that is a wholly owned subsidiary of WGL Holdings.

     Effective November 1, 2000, Washington Gas and its subsidiaries became subsidiaries of WGL Holdings, a newly formed holding company that was established under the Public Utility Holding Company Act of 1935. At that time, all of the shares of common stock of Washington Gas, a regulated natural gas utility, were converted into an equal number of shares of common stock of WGL Holdings. WGL Holdings also owns all of the shares of common stock of Washington Gas’ former wholly owned subsidiaries (Crab Run Gas Company, Hampshire Gas Company and Washington Gas Resources Corporation) and its former 50-percent equity investment in Primary Investors, LLC.

     Part I — Financial Information of this Quarterly Report on Form 10-Q includes separate consolidated financial statements (i.e., balance sheets, statements of income and statements of cash flows) for WGL Holdings and Washington Gas. The WGL Holdings financial statements (pages 4 through 7) present the consolidated financial position, results of operations and cash flows of WGL Holdings for the respective periods indicated, which reflect transactions that occurred after the November 1, 2000, corporate restructuring, as well as the consolidated financial position of Washington Gas prior to the corporate restructuring. The consolidated results of operations and financial position of Washington Gas immediately before the restructuring is essentially identical to the financial position and results of operations of WGL Holdings immediately after the corporate restructuring.

     The consolidated financial statements for Washington Gas reflect the corporate restructuring which took place on November 1, 2000. This restructuring resulted in a change of ownership in several subsidiaries from Washington Gas to WGL Holdings. The consolidated financial statements of Washington Gas include all pre-restructured transactions of the formerly owned subsidiaries and exclude all post-restructured transactions since such transactions are properly reflected in the financial statements of WGL Holdings. The restructuring did not affect the Consolidated Balance Sheets for Washington Gas, presented herein, because there was no subsidiary ownership on the respective dates of those balance sheets. The Consolidated Statements of Income and Consolidated Statements of Cash Flows of Washington Gas reflect transactions of the wholly owned subsidiaries of Washington Gas for the month of October 2000. Thereafter, such transactions are excluded from the Consolidated Statements of Income and Consolidated Statements of Cash Flows because Washington Gas no longer owned the subsidiaries. Such transactions after October 2000 are reflected in the financial statements of WGL Holdings. The October 2000 transactions do not have a material impact on the financial statements of Washington Gas or on the variations between the two periods with respect to comparisons of the financial statements for the various periods.

-3-

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WGL Holdings, Inc.
CONSOLIDATED BALANCE SHEETS

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated statements.

4

WGL Holdings, Inc.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated statements.

5

WGL Holdings, Inc.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)