Basic Stats
LEI | 549300FMXG4FL88R7K50 |
CIK | 1103601 |
SEC Filings
SEC Filings (Chronological Order)
November 29, 2018 |
WGL / WGL Holdings, Inc. 15-12G 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-55968 WGL Holdings, Inc. (Exact name of registrant as specified in |
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November 29, 2018 |
WGL / WGL Holdings, Inc. 15-12G 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-55968 WGL Holdings, Inc. (Exact name of registrant as specified in |
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November 29, 2018 |
WGL / WGL Holdings, Inc. 10-K/A (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A (Amendment No. 1) þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended September 30, 2018 OR o 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 |
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November 20, 2018 |
exhibit1061altagasltdc43 Privileged & Confidential July 5, 2018 William R. Ford By Hand Delivery Dear Bill: As you are aware, AltaGas Ltd. (“AltaGas”), WGL Holdings, Inc. (“WGL”) and Wrangler Inc. have entered into that certain Agreement and Plan of Merger dated as of January 25, 2017 (the “Merger Agreement”). We greatly value your dedication and contributions to the success of WGL and its affilia |
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November 20, 2018 |
SEPARATION AGREEMENT AND GENERAL RELEASE SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is entered into by and between Terry D. |
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November 20, 2018 |
Exhibit 24.2 POWER OF ATTORNEY Each person whose signature appears below does hereby constitute and appoint, Adrian P. Chapman, Karen M. Hardwick, Vincent L. Ammann, Jr. and William R. Ford, or any of them singly, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution, resubstitution and revocation to execute, deliver and file with the Securities and Exchange |
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November 20, 2018 |
WGL / WGL Holdings, Inc. 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended September 30, 2018 OR o 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 specif |
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November 20, 2018 |
WGL HOLDINGS, INC. Subsidiaries of the above registrant as of September 30, 2018 Exhibit 21 WGL HOLDINGS, INC. Subsidiaries of the above registrant as of September 30, 2018 Subsidiary Relationship Denoted by Indentation Percent of Voting Securities Owned State of Incorporation WGL Holdings, Inc. (Parent) Virginia Wrangler SPE LLC 100.0% Delaware Washington Gas Light Company 99.4% Virginia and the District of Columbia Hampshire Gas Company 100% West Virginia Washington Gas Reso |
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November 20, 2018 |
WGL HOLDINGS, INC. and WASHINGTON LIGHT GAS COMPANY Privileged & Confidential WGL HOLDINGS, INC. and WASHINGTON LIGHT GAS COMPANY July 5, 2018 Leslie T. Thornton Senior Vice President, General Counsel and Corporate Secretary WGL Holdings, Inc. 101 Constitution Ave. NW Washington, DC 20080 Re: Extension of 90-Day Period under the Change in Control Severance Plan for Certain Executives (As Amended) Dear Leslie: As you are aware, on January 25, 2017, |
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November 20, 2018 |
SERVICE AGREEMENT This Service Agreement (this “Agreement”) is entered into by and between Terry D. |
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November 20, 2018 |
exhibit1059lgutermuth936 July 9, 2018 Luanne Gutermuth By Hand Delivery Dear Luanne: As you are aware, AltaGas Ltd. |
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November 20, 2018 |
EX-10.58 5 exhibit1058termsofempcae.htm EXHIBIT 10.58 Privileged & Confidential July 5, 2018 Vince L. Ammann By Hand Delivery Dear Vince: As you are aware, AltaGas Ltd. (“AltaGas”), WGL Holdings, Inc. (“WGL”) and Wrangler Inc. have entered into that certain Agreement and Plan of Merger dated as of January 25, 2017 (the “Merger Agreement”). We greatly value your dedication and contributions to the |
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November 20, 2018 |
exhibit1057termsofemp2da Privileged & Confidential July 5, 2018 Adrian Chapman By Hand Delivery Dear Adrian: As you are aware, AltaGas Ltd. |
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November 20, 2018 |
exhibit1062 Privileged & Confidential November 16, 2018 Vincent L. Ammann, Jr. By Hand Delivery Dear Vince: The retention agreement you entered into with Washington Gas Light Company on July 6, 2018 (the “Original Agreement”), is hereby being amended. Paragraph 5 of the Original Agreement entitled “Long Term Incentive Plan” is hereby expanded to add the following sentence at the end of that paragr |
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November 20, 2018 |
Exhibit 24.1 POWER OF ATTORNEY Each person whose signature appears below does hereby constitute and appoint, Adrian P. Chapman, Karen M. Hardwick, Vincent L. Ammann, Jr. and William R. Ford, or any of them singly, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution, resubstitution and revocation to execute, deliver and file with the Securities and Exchange |
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October 15, 2018 |
lettertothesecconcerning October 12, 2018 Securities and Exchange Commission 100 F Street, N. |
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October 15, 2018 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2018 Commission File Number Exact name of registrant as specified in its charter; address of principal executive offices; registrant’s telephone number, including area code |
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October 2, 2018 |
WGL / WGL Holdings, Inc. POSASR As filed with the Securities and Exchange Commission on October 2, 2018 Registration No. |
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September 26, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2018 Commission File Number Exact name of registrant as specified in its charter; address of principal executive offices; registrant’s telephone number, including area c |
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August 3, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2018 Commission File Number Exact name of registrant as specified in its charter; address of principal executive offices; registrant’s telephone number, including area code S |
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August 3, 2018 |
varatecase2018final Exhibit 99.1 News Media: Brian Edwards 202-624-6620 Washington Gas Requests Rate Increase in Virginia to Support Safety and System Enhancements and to Address Service Costs Ongoing aging infrastructure replacement, system upgrades and growing cost of service are among key factors Proposed rate increase does not include any costs associated with the AltaGas merger WASHINGTON, D. |
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August 1, 2018 |
WGL / WGL Holdings, Inc. 10-Q (Quarterly Report) 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 spec |
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July 30, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2018 Commission File Number Exact name of registrant as specified in its charter; address of principal executive offices; registrant’s telephone number, including area code S |
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July 13, 2018 |
WGL / WGL Holdings, Inc. POSASR POSASR As filed with the Securities and Exchange Commission on July 13, 2018 Registration No. |
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July 13, 2018 |
WGL / WGL Holdings, Inc. POSASR POSASR 1 d446187dposasr.htm POSASR As filed with the Securities and Exchange Commission on July 13, 2018 Registration No. 333-215004 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WGL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Virginia 52-2210912 (State or other |
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July 13, 2018 |
WGL / WGL Holdings, Inc. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on July 13, 2018 Registration No. |
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July 13, 2018 |
WGL / WGL Holdings, Inc. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on July 13, 2018 Registration No. |
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July 13, 2018 |
WGL / WGL Holdings, Inc. S-8 POS S-8 POS 1 d336093ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 13, 2018 Registration No. 333-104571 Registration No. 333-104572 Registration No. 333-104573 Registration No. 333-142983 Registration No. 333-171160 Registration No. 333-210243 Registration No. 333-213148 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT N |
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July 13, 2018 |
WGL / WGL Holdings, Inc. S-8 POS S-8 POS 1 d336093ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 13, 2018 Registration No. 333-104571 Registration No. 333-104572 Registration No. 333-104573 Registration No. 333-142983 Registration No. 333-171160 Registration No. 333-210243 Registration No. 333-213148 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT N |
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July 13, 2018 |
WGL / WGL Holdings, Inc. S-8 POS S-8 POS As filed with the Securities and Exchange Commission on July 13, 2018 Registration No. |
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July 13, 2018 |
WGL / WGL Holdings, Inc. S-8 POS S-8 POS 1 d336093ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 13, 2018 Registration No. 333-104571 Registration No. 333-104572 Registration No. 333-104573 Registration No. 333-142983 Registration No. 333-171160 Registration No. 333-210243 Registration No. 333-213148 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT N |
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July 13, 2018 |
WGL / WGL Holdings, Inc. S-8 POS S-8 POS 1 d336093ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 13, 2018 Registration No. 333-104571 Registration No. 333-104572 Registration No. 333-104573 Registration No. 333-142983 Registration No. 333-171160 Registration No. 333-210243 Registration No. 333-213148 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT N |
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July 13, 2018 |
WGL / WGL Holdings, Inc. 8-A12G 8-A12G 1 d339638d8a12g.htm 8-A12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 WGL Holdings, Inc. (Exact name of registrant as specified in its charter) Virginia 52-2210912 (State or other jurisdiction of incorporation or organization) (I.R.S |
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July 12, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2018 Commission File Number Exact name of registrant as specified in its charter; address of principal executive offices; registrant’s telephone number, including area code St |
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July 12, 2018 |
Code of Business Ethics of AltaGas Ltd. EX-14.1 Exhibit 14.1 CODE OF BUSINESS ETHICS Effective Date: May 1, 2017 Policy Accountability: Executive Vice President and Chief Administrative Officer Policy Application: All AltaGas Group of Companies’ Employees, Contractors, Consultants, Representatives and Agents Purpose: To ensure AltaGas’ business affairs and operations are, and are perceived to be, conducted with integrity and in an hones |
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July 12, 2018 |
Bylaws of Washington Gas Light Company, as amended effective July 6, 2018. EX-3.2 Exhibit 3.2 Effective July 6, 2018 WASHINGTON GAS LIGHT COMPANY BYLAWS ARTICLE I Stockholders. SECTION 1. Annual Meeting. The annual meeting of stockholders of Washington Gas Light Company (the “Company”) shall be held at such time and place within or without the District of Columbia as shall be determined by the Board of Directors and as shall be stated in the notice of the meeting. The me |
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July 12, 2018 |
EX-10.1 Exhibit 10.1 Execution Version STOCKHOLDER AGREEMENT THIS STOCKHOLDER AGREEMENT (this “Agreement”), dated as of July 6, 2018, is made by and between Washington Gas Light Company, a Virginia and District of Columbia corporation (the “Company”), and Wrangler SPE LLC, a Delaware limited liability company and a wholly-owned subsidiary of WGL (“Common Stockholder”). The Company, the Common Stoc |
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July 12, 2018 |
Bylaws of WGL Holdings, Inc., as amended effective July 6, 2018. EX-3.1 Exhibit 3.1 Effective July 6, 2018 WGL HOLDINGS, INC. BYLAWS ARTICLE I Shareholders. SECTION 1. Annual Meeting. The annual meeting of shareholders of WGL Holdings, Inc. (the “Company”) shall be held at such time and place within or without the Commonwealth of Virginia as shall be determined by the Board of Directors and as shall be stated in the notice of the meeting. The meeting shall be h |
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July 9, 2018 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 20, 2018, pursuant to the provisions of Rule 12d2-2 (a). |
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July 6, 2018 |
8-K 1 washingtondc-wglxstubdivi.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2018 Commission File Number Exact name of registrant as specified in its charter; address of principal executive offices; registrant’s |
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May 22, 2018 |
THIRD AMENDMENT TO CREDIT AGREEMENT EX-10.1 2 wgl2018-holdingsxthirdamen.htm EXHIBIT 10.1 Exhibit 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of the 16th day of May, 2018 (this “Third Amendment”), is entered into among WGL Holdings, Inc., a Virginia corporation (the “Borrower”), the lenders party hereto, and Wells Fargo Bank, National Association, as administrative agent for the Lender |
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May 22, 2018 |
THIRD AMENDMENT TO CREDIT AGREEMENT Exhibit 10.2 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of the 16th day of May, 2018 (this “Third Amendment”), is entered into among Washington Gas Light Company, a Virginia and District of Columbia corporation (the “Borrower”), the lenders party hereto, and Wells Fargo Bank, National Association, as administrative agent for the Lenders (the “Administrat |
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May 22, 2018 |
8-K 1 a8-k052218washingtondcxwg.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2018 Commission File Number Exact name of registrant as specified in its charter; address of principal executive offices; registrant’s |
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May 4, 2018 |
WGL / WGL Holdings, Inc. 10-Q (Quarterly Report) 10-Q 1 wgl-3312018x10q.htm 10-Q 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 March 31, 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 |
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May 3, 2018 |
8-K 1 a8-kq22018earningsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2018 Commission File Number Exact name of registrant as specified in its charter;address of principal executive offices; registrant's te |
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May 3, 2018 |
WGL Holdings, Inc. Reports Second Quarter Fiscal Year 2018 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE May 4, 2018 CONTACTS: News Media Brian Edwards 202-624-6620 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. Reports Second Quarter Fiscal Year 2018 Financial Results • Second quarter consolidated GAAP earnings per share up — $2.63 per share vs. $2.39 per share; GAAP earnings of $135.6 million • Second quarter non-GAAP operating earnings per s |
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April 23, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2018 Commission File Number Exact name of registrant as specified in its charter, address of principal executive offices and telephone number, including area code State or o |
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March 16, 2018 |
WGL Holdings, Inc. $250,000,000 Floating Rate Notes due 2020 UNDERWRITING AGREEMENT Exhibit 1.1 WGL Holdings, Inc. $250,000,000 Floating Rate Notes due 2020 UNDERWRITING AGREEMENT March 12, 2018 New York, New York U.S. Bancorp Investments, Inc. 214 North Tryon Street Charlotte, North Carolina 28202 RBC Capital Markets, LLC Three World Financial Center 200 Vesey Street New York, New York 10281 As Representatives of the Several Underwriters listed in Schedule I hereto Dear Ladies a |
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March 16, 2018 |
Exhibit 4.2 WGL HOLDINGS, INC., Issuer AND THE BANK OF NEW YORK MELLON, Trustee ———————— SECOND SUPPLEMENTAL INDENTURE dated as of March 14, 2018 to Indenture dated as of November 29, 2017 relating to Floating Rate Notes due 2020 ———————— SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE, dated as of March 14, 2018 (this “Supplemental Indenture”), between WGL Holdings, Inc., a corporatio |
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March 16, 2018 |
8-K 1 form8-kfor250millionfrnoff.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2018 Commission File Number Exact name of registrant as specified in its charter, address of principal executive offices and telepho |
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March 13, 2018 |
424B2 1 d527314d424b2.htm 424B2 Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-220479 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee(1) Floating Rate Notes due 2020 $250,000,000 100.000% $250,000,000 $31,1 |
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March 12, 2018 |
FWP 1 d527314dfwp.htm FWP Filed Pursuant to Rule 433 Registration No. 333-220479 March 12, 2018 WGL HOLDINGS, INC. Pricing Term Sheet $250,000,000 Floating Rate Notes due 2020 Issuer: WGL Holdings, Inc. Ratings (Moody’s / S&P / Fitch)*: A3 (Negative) / A- (Negative) / A- (Negative Watch) Security Type: Floating Rate Senior Unsecured Notes Offering Size: $250,000,000 Pricing Date: March 12, 2018 Se |
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March 12, 2018 |
SUBJECT TO COMPLETION, DATED MARCH 12, 2018 424B5 1 d527314d424b5.htm 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-220479 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting offers to buy these securities in any jurisdiction where th |
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February 9, 2018 |
WGL / WGL Holdings, Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 wglholdingsinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: WGL Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 92924F106 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the rule pursuant to whi |
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February 8, 2018 |
WGL / WGL Holdings, Inc. 10-Q (Quarterly Report) 10-Q 1 wgl-12312017x10q.htm 10-Q 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 December 31, 2017 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 Nu |
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February 8, 2018 |
preferabilityletterwashg February 7, 2018 Washington Gas Light Company 101 Constitution Avenue, N. |
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February 8, 2018 |
preferabilityletterwgl February 7, 2018 WGL Holdings, Inc. 101 Constitution Avenue, N.W. Washington, D.C. 20080 Dear Sirs/Madams: At your request, we have read the description included in your Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarter ended December 31, 2017, of the facts relating to the change in methodology of accounting for natural gas, propane, and |
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February 8, 2018 |
Exhibit 2.1 January 11, 2018 WGL Holdings, Inc. 101 Constitution Avenue, N.W. Washington, D.C. 20080 Attention: Leslie T. Thornton, Senior Vice President, General Counsel & Corporate Secretary Kirkland & Ellis LLP 655 Fifteenth Street, N.W. Washington, D.C. 20005 Attention: George P. Stamas Andrew Calder Alexander D. Fine Veronica T. Nunn Dear Ms. Leslie Thornton: This letter is written with respe |
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February 7, 2018 |
8-K 1 a8-kq12018earningsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2018 Commission File Number Exact name of registrant as specified in its charter;address of principal executive offices; registrant |
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February 7, 2018 |
WGL Holdings, Inc. Reports First Quarter Fiscal Year 2018 Financial Results EX-99.1 2 q12018earningsreleaseex-991.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE February 7, 2018 CONTACTS: News Media Brian Edwards 202-624-6620 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. Reports First Quarter Fiscal Year 2018 Financial Results • Consolidated GAAP earnings per share up — $2.68 per share vs. $1.13 per share; Record GAAP earnings of $138.0 million |
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December 1, 2017 |
EX-4.1 3 exhibit41indenture.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION WGL HOLDINGS, INC., Issuer AND The Bank of New York Mellon, Trustee INDENTURE Dated as of November 29, 2017 TABLE OF CONTENTS* CROSS-REFERENCE TABLE** Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 7.9 310(b) 7.8 310(c) Inapplicable 311(a) 7.13 311(b) 7.13 311(c) Inapplicable 312(a) 5.01, 5.02 |
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December 1, 2017 |
WGL Holdings, Inc. $300,000,000 Floating Rate Notes due 2019 UNDERWRITING AGREEMENT Exhibit Exhibit 1.1 WGL Holdings, Inc. $300,000,000 Floating Rate Notes due 2019 UNDERWRITING AGREEMENT November 27, 2017 New York, New York TD Securities (USA) LLC 31 W. 52 nd Street, 2 nd Floor New York, New York 10019 Wells Fargo Securities, LLC 550 South Tryon Street Charlotte, North Carolina 28202 As Representatives of the Several Underwriters listed in Schedule I hereto Dear Ladies and Gentl |
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December 1, 2017 |
8-K 1 a8-knotes112717.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2017 Commission File Number Exact name of registrant as specified in its charter, address of principal executive offices and telephone numbe |
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December 1, 2017 |
EX-4.2 4 exhibit42firstsupplemental.htm EXHIBIT 4.2 Exhibit 4.2 Execution Version WGL HOLDINGS, INC., Issuer AND THE BANK OF NEW YORK MELLON, Trustee ———————— FIRST SUPPLEMENTAL INDENTURE dated as of November 29, 2017 to Indenture dated as of November 29, 2017 relating to Floating Rate Notes due 2019 ———————— FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of November 29, 2017 |
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November 27, 2017 |
424B2 1 d471251d424b2.htm 424B2 Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-220479 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee(1) Floating Rate Notes due 2019 $300,000,000 100.000% $300,000,000 $37,3 |
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November 27, 2017 |
FWP 1 d471251dfwp.htm FWP Filed Pursuant to Rule 433 Registration No. 333-220479 November 27, 2017 WGL HOLDINGS, INC. Pricing Term Sheet $300,000,000 Floating Rate Notes due 2019 Issuer: WGL Holdings, Inc. Ratings (Moody’s / S&P / Fitch)*: A3 (Negative) / A- (Negative) / A- (Negative Watch) Security Type: Floating Rate Senior Unsecured Notes Offering Size: $300,000,000 Pricing Date: November 27, 2 |
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November 27, 2017 |
SUBJECT TO COMPLETION, DATED NOVEMBER 27, 2017 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-220479 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted |
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November 22, 2017 |
EX-10.1 2 wgl-9302017ex101.htm EXHIBIT 10.1 Exhibit 10.1 WGL HOLDINGS, INC. AND WASHINGTON GAS LIGHT COMPANY DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS Amended and Restated Effective January 1, 2005 As further amended on September 24, 2008 As further amended on November 15, 2012 As further amended on November 16, 2016 As further amended on September 19, 2017 (1) DEFINITIONS (a) “Alternate Pa |
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November 22, 2017 |
WGL HOLDINGS, INC. Subsidiaries of the above registrant as of September 30, 2017 Exhibit 21 WGL HOLDINGS, INC. Subsidiaries of the above registrant as of September 30, 2017 Subsidiary Relationship Denoted by Indentation Percent of Voting Securities Owned State of Incorporation WGL Holdings, Inc. (Parent) Virginia Washington Gas Light Company 99.4% Virginia and the District of Columbia Hampshire Gas Company 100% West Virginia Washington Gas Resources Corp. 100% Delaware WGL Mid |
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November 22, 2017 |
Exhibit 24 POWER OF ATTORNEY Each person whose signature appears below does hereby constitute and appoint Terry D. |
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November 22, 2017 |
Exhibit 12.2 WASHINGTON GAS LIGHT COMPANY Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends Twelve Months Ended September 30, ($ in thousands) 2017 2016 2015 2014 2013 EARNINGS: Pre-Tax Net Income(a) $ 211,632 $ 184,780 $ 180,069 $ 145,858 $ 116,519 Add: Total Fixed Charges 53,990 42,916 43,202 38,415 37,081 Total Earnings $ 265, |
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November 22, 2017 |
10-K 1 wgl-930201710k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended September 30, 2017 OR o 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 Exa |
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November 22, 2017 |
Exhibit 12.1 WGL HOLDINGS, INC. AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends Twelve Months Ended September 30, ($ in thousands) 2017 2016 2015 2014 2013 EARNINGS: Pre-Tax Net Income(a) $ 268,806 $ 252,632 $ 210,915 $ 161,320 $ 132,355 Add: Distributed Income (Loss) of Equity Investees 20,161 13,806 5,468 3,1 |
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November 17, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2017 Commission File Number Exact name of registrant as specified in its charter;address of principal executive offices; registrant's telephone number, including area cod |
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November 17, 2017 |
WGL Holdings, Inc. Reports Fiscal Year 2017 Financial Results Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE November 17, 2017 CONTACTS: News Media Brian Edwards 202-624-6620 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. Reports Fiscal Year 2017 Financial Results • Consolidated GAAP earnings per share up — $3.74 per share vs. $3.31 per share; Record GAAP earnings of $192.6 million • Non-GAAP operating earnings per share up — $3.11 per shar |
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September 29, 2017 |
Exhibit EXHIBIT 10.3 WGL Holdings, Inc. 2016 Omnibus Incentive Compensation Plan ROE Performance Shares (FY 2018 Series) Award Terms and Conditions This document sets forth the terms and conditions related to the FY 2018 Series grant of performance share awards under the WGL Holdings, Inc. 2016 Omnibus Incentive Compensation Plan. The following terms have the meanings ascribed below: ?Award Agreem |
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September 29, 2017 |
8-K 1 form8-ktipagrmtsseptember2.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2017 Commission File Number Exact name of registrant as specified in its charter, address of principal executive offices and tel |
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September 29, 2017 |
Exhibit EXHIBIT 10.2 WGL Holdings, Inc. 2016 Omnibus Incentive Compensation Plan Dividend Coverage Performance Shares (FY 2018 Series) Award Terms and Conditions This document sets forth the terms and conditions related to the FY 2018 Series grant of performance share awards under the WGL Holdings, Inc. 2016 Omnibus Incentive Compensation Plan. The following terms have the meanings ascribed below: |
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September 29, 2017 |
Exhibit EXHIBIT 10.1 WGL Holdings, Inc. 2016 Omnibus Incentive Compensation Plan ROE Performance Units (FY 2018 Series) Award Terms and Conditions This document sets forth the terms and conditions related to the FY 2018 Series grant of performance unit awards under the WGL Holdings, Inc. 2016 Omnibus Incentive Compensation Plan. The following terms have the meanings ascribed below: ?Award Agreemen |
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September 19, 2017 |
8-K 1 a8-kxmtntakedownsept2017.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2017 Commission File Number Exact name of registrant as specified in its charter, address of principal executive offices and telep |
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September 19, 2017 |
Exhibit Exhibit 1.1 TERMS AGREEMENT Washington Gas Light Company 101 Constitution Avenue, N.W. Washington, D.C. 20080 Attention: Subject in all respects to the terms and conditions of the Distribution Agreement (the ? Distribution Agreement ?), dated September 10, 2015 among BB&T Capital Markets, a division of BB&T Securities, LLC, MUFG Securities Americas Inc. (formerly known as Mitsubishi UFJ Se |
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September 15, 2017 |
EX-25.1 6 d456639dex251.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in |
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September 15, 2017 |
Computation of Ratio of Earnings to Fixed Charges. EX-12.1 Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges WGL HOLDINGS, INC. AND SUBSIDIARIES Nine Months Ended June 30, Twelve Months Ended September 30, ($ in thousands) 2017 2016 2015 2014 2013 2012 EARNINGS: Pre-Tax Net Income(a) $ 269,022 $ 252,632 $ 210,915 $ 161,320 $ 132,355 $ 233,247 Add: Distributed Income of Equity Investees 15,117 13,806 5,468 3,194 1,510 1,240 Total Fixed |
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September 15, 2017 |
Form of Indenture between WGL Holdings, Inc. and The Bank of New York Mellon, as Trustee. Exhibit 4.1 WGL HOLDINGS, INC., Issuer AND The Bank of New York Mellon, Trustee FORM OF INDENTURE Dated as of [ ] [ ], [ ] TABLE OF CONTENTS* CROSS-REFERENCE TABLE** Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 7.9 310(b) 7.8 310(c) Inapplicable 311(a) 7.13 311(b) 7.13 311(c) Inapplicable 312(a) 5.01, 5.02 (a) 312(b) 5.2 (c) 312(c) 5.2 (c) 313(a) 5.4 (a) 313(b) 5. |
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September 15, 2017 |
S-3ASR Table of Contents As filed with the Securities and Exchange Commission on September 15, 2017 Registration No. |
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August 3, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 wgl-06302017x10q.htm 10-Q 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, 2017 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 |
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August 2, 2017 |
WGL Holdings 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2017 Commission File Number Exact name of registrant as specified in its charter; address of principal executive offices; registrant's telephone number, including a |
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August 2, 2017 |
Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE August 2, 2017 CONTACTS: News Media Brian Edwards 202-624-6620 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. Reports Third Quarter Fiscal Year 2017 Financial Results; Maintains Fiscal Year 2017 Guidance ? Third quarter consolidated GAAP earnings per share up ? $0.16 per share vs. $0.04 per share ? Third quarter non-GAAP operating ea |
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July 7, 2017 |
8-K 1 appointments.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2017 Commission File Number Exact name of registrant as specified in its charter; address of principal executive offices; telephone number, inc |
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July 6, 2017 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2017 Commission File Number Exact name of registrant as specified in its charter; address of principal executive offices; telephone number, including area code State |
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June 29, 2017 |
SECOND AMENDMENT TO CREDIT AGREEMENT AND COMMITMENT INCREASE EX-10.1 2 exhibit101-wglholdingsxsec.htm EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT AND COMMITMENT INCREASE THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND COMMITMENT INCREASE, dated as of the 23rd day of June, 2017 (this “Second Amendment”), is entered into among WGL Holdings, Inc., a Virginia corporation (the “Borrower”), the lenders party hereto, and Wells Fargo Bank, National |
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June 29, 2017 |
SECOND AMENDMENT TO CREDIT AGREEMENT Exhibit Exhibit 10.2 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT , dated as of the 23rd day of June, 2017 (this ? Second Amendment ?), is entered into among Washington Gas Light Company, a Virginia corporation (the ? Borrower ?), the lenders party hereto, and Wells Fargo Bank, National Association, as administrative agent for the Lenders (the ? Administrative Age |
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June 29, 2017 |
8-K 1 a8-kxcreditagreementamendm.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2017 Commission File Number Exact name of registrant as specified in its charter; address of principle executive officers; telephone |
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May 15, 2017 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 8-K 1 d390318d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2017 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporat |
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May 15, 2017 |
EX-99.1 Exhibit 99.1 May 10, 2017 WGL Holdings, Inc. Receives Shareholder Approval to Merge Operations with AltaGas Ltd. WASHINGTON?(BUSINESS WIRE)? WGL Holdings, Inc. (NYSE: WGL) shareholders today voted to approve the company?s plan to merge operations with AltaGas Ltd. (TSX: ALA). The companies announced their plan to combine on January 25, 2017. During a special shareholder meeting held today |
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May 5, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 wgl-03312017x10q.htm 10-Q 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 March 31, 2017 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number Exact name of registrant as spec |
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May 4, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2017 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Employer Identi |
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May 4, 2017 |
EX-99.1 2 q22017earningsreleaseex-991.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE May 4, 2017 CONTACTS: News Media Brian Edwards 202-624-6620 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. Reports Second Quarter Fiscal Year 2017 Financial Results; Updates Fiscal Year 2017 Guidance • Second quarter consolidated GAAP earnings per share up — $2.39 per share vs. $2.11 per |
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May 2, 2017 |
DEFA14A 1 d387713ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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May 1, 2017 |
8-K 1 d369437d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2017 (May 1, 2017) Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State |
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April 25, 2017 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro |
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April 25, 2017 |
DFAN14A 1 d380686ddfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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April 25, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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April 24, 2017 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro |
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April 24, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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April 24, 2017 |
DEFA14A 1 d316621ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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April 12, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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March 31, 2017 |
DEFM14A 1 d337079ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as |
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March 16, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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March 10, 2017 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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March 7, 2017 |
DEFA14A 1 d290306ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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March 7, 2017 |
DEFA14A 1 d290306ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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March 2, 2017 |
DEFA14A 1 d290306ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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February 10, 2017 |
WGL / WGL Holdings, Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 wglholdingsinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: WGL Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 92924F106 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursuant to whi |
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February 9, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2017 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Employer I |
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February 9, 2017 |
EX-99.1 2 q12017earningsreleaseex-991.htm EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE February 8, 2017 CONTACTS: News Media Bernie Tylor 202-624-6778 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. Reports First Quarter Fiscal Year 2017 Financial Results; Raises Fiscal Year 2017 Guidance • First quarter consolidated GAAP earnings per share down — $1.13 per share vs. $1.36 |
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February 9, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 wgl-12312016x10q.htm 10-Q 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 December 31, 2016 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number Exact name of registrant as s |
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February 2, 2017 |
Submission of Matters to a Vote of Security Holders 8-K 1 a8-kannualmeetingsvotingre.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2017 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number |
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January 30, 2017 |
DEFA14A 1 d330478ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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January 30, 2017 |
DFAN14A 1 d321352ddfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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January 27, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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January 27, 2017 |
SUBSCRIPTION AGREEMENT SERIES A NON-VOTING NON-CONVERTIBLE PERPETUAL PREFERRED STOCK EX-2.2 Exhibit 2.2 Exectution Version SUBSCRIPTION AGREEMENT FOR SERIES A NON-VOTING NON-CONVERTIBLE PERPETUAL PREFERRED STOCK This SUBSCRIPTION AGREEMENT (this ?Agreement?) is dated as of January 25, 2017, and is made by and between WGL Holdings, Inc., a Virginia corporation (the ?Company?) and AltaGas Ltd., a Canadian corporation (?Parent? and collectively with the Company, the ?Parties?). RECIT |
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January 27, 2017 |
EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among ALTAGAS LTD., WRANGLER INC. and WGL HOLDINGS, INC. Dated as of January 25, 2017 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger; Effective Time of the Merger 1 1.2 Closing 2 1.3 Effect of the Merger 2 1.4 Articles of Incorporation and Bylaws 2 1.5 Directors and Officers 2 1.6 Post-Merger Commitments 2 ARTICLE II EFF |
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January 27, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 25, 2017 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Employer Identification |
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January 27, 2017 |
EX-2.1 2 d319734dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among ALTAGAS LTD., WRANGLER INC. and WGL HOLDINGS, INC. Dated as of January 25, 2017 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger; Effective Time of the Merger 1 1.2 Closing 2 1.3 Effect of the Merger 2 1.4 Articles of Incorporation and Bylaws 2 1.5 Directors and Officers 2 1.6 Post-Merger Co |
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January 27, 2017 |
SUBSCRIPTION AGREEMENT SERIES A NON-VOTING NON-CONVERTIBLE PERPETUAL PREFERRED STOCK EX-2.2 Exhibit 2.2 Exectution Version SUBSCRIPTION AGREEMENT FOR SERIES A NON-VOTING NON-CONVERTIBLE PERPETUAL PREFERRED STOCK This SUBSCRIPTION AGREEMENT (this ?Agreement?) is dated as of January 25, 2017, and is made by and between WGL Holdings, Inc., a Virginia corporation (the ?Company?) and AltaGas Ltd., a Canadian corporation (?Parent? and collectively with the Company, the ?Parties?). RECIT |
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January 27, 2017 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 25, 2017 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Employer Identification |
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January 26, 2017 |
DFAN14A 1 d319003ddfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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January 26, 2017 |
DFAN14A 1 d323222ddfan14a.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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January 26, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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January 25, 2017 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2017 (January 25, 2017) Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporatio |
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January 25, 2017 |
EX991 Exhibit 99.1 News Media: Bernie Tylor 202-624-6778 Financial Community: Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. to be Acquired by AltaGas Ltd. in $6.4 Billion Transaction WGL Holdings, Inc. strengthens its position as a leading North American provider of natural gas, electricity, green power and energy services Transaction Highlights ? WGL Holdings, Inc. will maintain the headquarte |
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January 25, 2017 |
EX-99.1 2 d316578dex991.htm EX991 Exhibit 99.1 News Media: Bernie Tylor 202-624-6778 Financial Community: Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. to be Acquired by AltaGas Ltd. in $6.4 Billion Transaction WGL Holdings, Inc. strengthens its position as a leading North American provider of natural gas, electricity, green power and energy services Transaction Highlights • WGL Holdings, Inc. |
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January 25, 2017 |
DEFA14A 1 d316578d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2017 (January 25, 2017) Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone |
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January 25, 2017 |
DEFA14A 1 d333264ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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January 25, 2017 |
DEFA14A 1 d333264ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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January 25, 2017 |
DEFA14A 1 d333264ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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January 25, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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December 23, 2016 |
DEFA14A 1 54377wgl-defa14a.htm DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (A |
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December 23, 2016 |
WGL Holdings, DEF14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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December 9, 2016 |
As filed with the Securities and Exchange Commission on December 9, 2016 Registration No. |
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November 22, 2016 |
Exhibit 12.2 WASHINGTON GAS LIGHT COMPANY Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends Twelve Months Ended September 30, ($ in thousands) 2016 2015 2014 2013 2012 EARNINGS: Pre-Tax Net Income(a) $ 184,780 $ 180,069 $ 145,858 $ 116,519 $ 181,793 Add: Total Fixed Charges 42,916 43,202 38,415 37,081 37,886 Total Earnings $ 227, |
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November 22, 2016 |
Exhibit 12.1 WGL HOLDINGS, INC. AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends Twelve Months Ended September 30, ($ in thousands) 2016 2015 2014 2013 2012 EARNINGS: Pre-Tax Net Income(a) $ 252,632 $ 210,915 $ 161,320 $ 132,355 $ 233,247 Add: Distributed Income (Loss) of Equity Investees 13,806 5,468 3,194 1,51 |
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November 22, 2016 |
WGL HOLDINGS, INC. AND SUBSIDIARIES CODE OF CONDUCT EX-14.1 5 wgl-9302016ex141.htm EXHIBIT 14.1 WGL HOLDINGS, INC. AND SUBSIDIARIES CODE OF CONDUCT Introduction WGL Holdings, Inc. and its wholly owned subsidiaries (collectively referred to as WGL Holdings or the company) conducts its business in accordance with the highest legal, ethical and professional standards, and in the spirit of fairness and mutual respect, whether dealing with customers, su |
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November 22, 2016 |
WGL HOLDINGS, INC. Subsidiaries of the above registrant as of September 30, 2016 EX-21 6 wgl-9302016ex21.htm EXHIBIT 21 Exhibit 21 WGL HOLDINGS, INC. Subsidiaries of the above registrant as of September 30, 2016 Subsidiary Relationship Denoted by Indentation Percent of Voting Securities Owned State of Incorporation WGL Holdings, Inc. (Parent) Virginia Washington Gas Light Company 100% Virginia and the District of Columbia Hampshire Gas Company 100% West Virginia Washington Gas |
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November 22, 2016 |
EX-24 8 wgl-9302016ex24.htm EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY Each person whose signature appears below does hereby constitute and appoint Terry D. McCallister, Adrian P. Chapman, Leslie T. Thornton, Vincent L. Ammann, Jr. and William R. Ford, or any of them singly, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution, resubstitution and revocation to |
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November 22, 2016 |
WASHINGTON GAS LIGHT COMPANY BYLAWS ARTICLE 1 EX-3.1 2 wgl-9302016ex31.htm EXHIBIT 3.1 WASHINGTON GAS LIGHT COMPANY BYLAWS ARTICLE 1 Stockholders. SECTION 1. Annual Meeting. The annual meeting of stockholders of Washington Gas Light Company (the Company) shall be held at such time and place within or without the District of Columbia as shall be determined by the Board of Directors and as shall be stated in the notice of the meeting. The meeti |
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November 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended September 30, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Employer Identification No. 1-1 |
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November 16, 2016 |
8-K 1 a8-kq42016earningsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number |
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November 16, 2016 |
WGL Holdings, Inc. Reports Fiscal Year 2016 Financial Results; Issues Fiscal Year 2017 Guidance Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE November 16, 2016 CONTACTS: News Media Bernie Tylor 202-624-6778 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. Reports Fiscal Year 2016 Financial Results; Issues Fiscal Year 2017 Guidance ? Consolidated GAAP earnings per share up ? $3.31 per share vs. $2.62 per share; Record GAAP earnings of $167.6 million ? Non-GAAP operating earni |
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November 1, 2016 |
Exhibit Exhibit 99.1 News Media: Bernie Tylor 202-624-6778 Financial Community: Douglas Bonawitz 202-624-6129 WGL Midstream Acquires Additional 3 Percent Interest in Mountain Valley Pipeline WASHINGTON (October 31, 2016) - WGL Midstream, a subsidiary of WGL Holdings, Inc. (NYSE: WGL), today announced that it has increased its ownership interest in Mountain Valley Pipeline, LLC (?Mountain Valley?), |
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November 1, 2016 |
WGL Holdings 8-K (Current Report/Significant Event) Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. E |
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September 19, 2016 |
Exhibit Exhibit 1.1 TERMS AGREEMENT Washington Gas Light Company 101 Constitution Avenue, N.W. Washington, D.C. 20080 Attention: Subject in all respects to the terms and conditions of the Distribution Agreement (the ? Distribution Agreement ?), dated September 10, 2015 among BB&T Capital Markets, a division of BB&T Securities, LLC, MUFG Securities Americas Inc. (formerly known as Mitsubishi UFJ Se |
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September 19, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Employer |
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September 9, 2016 |
8-K 1 a8-ksilverspringupdate.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number St |
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September 6, 2016 |
WASHINGTON GAS LIGHT COMPANY ARTICLE II. – Board of Directors EX-3.II 2 exhibit3ii.htm EXHIBIT 3.II Exhibit 3(ii) WASHINGTON GAS LIGHT COMPANY BYLAWS ARTICLE II. – Board of Directors SECTION 1. Number, Powers, Term of Office, Quorum, Lead Director. The Board of Directors of the Company shall consist of nine persons. The Board of Directors may exercise all the powers of the Company and do all acts and things which are proper to be done by the Company which ar |
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September 6, 2016 |
8-K 1 form8-kresignationandbylaw.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone numbe |
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August 16, 2016 |
Exhibit 99.4 AMENDMENT 2014-1 TO THE WASHINGTON GAS LIGHT COMPANY CAPITAL APPRECIATION PLAN/ UNION EMPLOYEES’ SAVINGS PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2013 WITNESSETH: WHEREAS, Washington Gas Light Company (the “Employer”) established the Washington Gas Light Company Capital Appreciation Plan/Union Employees’ Savings Plan (the “Plan”) effective July 1, 1987, as most recently amend |
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August 16, 2016 |
EX-99.3 6 amendedandrestatedwglccape.htm EXHIBIT 99.3 Exhibit 99.3 WASHINGTON GAS LIGHT COMPANY CAPITAL APPRECIATION PLAN/ UNION EMPLOYEES’ SAVINGS PLAN Amended and Restated Effective January 1, 2013 Exhibit 99.3 INTRODUCTION Effective July 1, 1987, pursuant to collective bargaining agreements, Washington Gas Light Company adopted the Capital Appreciation Plan/Union Employees’ Savings Plan, which |
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August 16, 2016 |
Exhibit 99.4 AMENDMENT 2014-1 TO THE WASHINGTON GAS LIGHT COMPANY CAPITAL APPRECIATION PLAN/ UNION EMPLOYEES’ SAVINGS PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2013 WITNESSETH: WHEREAS, Washington Gas Light Company (the “Employer”) established the Washington Gas Light Company Capital Appreciation Plan/Union Employees’ Savings Plan (the “Plan”) effective July 1, 1987, as most recently amend |
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August 16, 2016 |
AMENDMENT 2013-1 to the WASHINGTON GAS LIGHT COMPANY SAVINGS PLAN Exhibit 99.2 AMENDMENT 2013-1 to the WASHINGTON GAS LIGHT COMPANY SAVINGS PLAN WHEREAS, Washington Gas Light Company (the “Employer”) sponsors the Washington Gas Light Company Savings Plan (the “Plan”) as amended and restated January 1, 2013, and as amended from time to time thereafter; and WHEREAS, on July 19, 2013, the Authorized Officers and Plan Administrator adopted a resolution merging the W |
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August 16, 2016 |
WASHINGTON GAS LIGHT COMPANY SAVINGS PLAN Amended and Restated Effective January 1, 2013 Exhibit 99.1 WASHINGTON GAS LIGHT COMPANY SAVINGS PLAN Amended and Restated Effective January 1, 2013 TABLE OF CONTENTS Page No. ARTICLE 1 Purpose, Rights, and Intent 1 1.00 Purpose of Plan 1 1.01 Rights under Plan 1 1.02 Plan is a Voluntary Undertaking by Employee 1 1.03 Employee Election 2 1.04 Intention of the Company 2 ARTICLE 2 Definitions 4 2.00 Account 4 2.01 Aggregation Group 4 2.02 Author |
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August 16, 2016 |
As filed with the Securities and Exchange Commission on August 15, 2016 S-8 1 forms-8savingsplans2016.htm S-8 As filed with the Securities and Exchange Commission on August 15, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WGL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Virginia 52-2210912 (State or other jurisdiction of (I.R. |
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August 16, 2016 |
AMENDMENT 2013-1 to the WASHINGTON GAS LIGHT COMPANY SAVINGS PLAN Exhibit 99.2 AMENDMENT 2013-1 to the WASHINGTON GAS LIGHT COMPANY SAVINGS PLAN WHEREAS, Washington Gas Light Company (the “Employer”) sponsors the Washington Gas Light Company Savings Plan (the “Plan”) as amended and restated January 1, 2013, and as amended from time to time thereafter; and WHEREAS, on July 19, 2013, the Authorized Officers and Plan Administrator adopted a resolution merging the W |
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August 16, 2016 |
As filed with the Securities and Exchange Commission on August 15, 2016 S-8 1 forms-8savingsplans2016.htm S-8 As filed with the Securities and Exchange Commission on August 15, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WGL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Virginia 52-2210912 (State or other jurisdiction of (I.R. |
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August 16, 2016 |
EX-99.3 6 amendedandrestatedwglccape.htm EXHIBIT 99.3 Exhibit 99.3 WASHINGTON GAS LIGHT COMPANY CAPITAL APPRECIATION PLAN/ UNION EMPLOYEES’ SAVINGS PLAN Amended and Restated Effective January 1, 2013 Exhibit 99.3 INTRODUCTION Effective July 1, 1987, pursuant to collective bargaining agreements, Washington Gas Light Company adopted the Capital Appreciation Plan/Union Employees’ Savings Plan, which |
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August 16, 2016 |
WASHINGTON GAS LIGHT COMPANY SAVINGS PLAN Amended and Restated Effective January 1, 2013 Exhibit 99.1 WASHINGTON GAS LIGHT COMPANY SAVINGS PLAN Amended and Restated Effective January 1, 2013 TABLE OF CONTENTS Page No. ARTICLE 1 Purpose, Rights, and Intent 1 1.00 Purpose of Plan 1 1.01 Rights under Plan 1 1.02 Plan is a Voluntary Undertaking by Employee 1 1.03 Employee Election 2 1.04 Intention of the Company 2 ARTICLE 2 Definitions 4 2.00 Account 4 2.01 Aggregation Group 4 2.02 Author |
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August 4, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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, 2016 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number Exact name of registrant as specified in its charter and principal |
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August 3, 2016 |
Exhibit Exhibit 99.1 FOR IMMEDIATE RELEASE August 3, 2016 CONTACTS: News Media Jim Monroe 202-624-6620 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. Reports Third Quarter Fiscal Year 2016 Financial Results; Affirms Fiscal Year 2016 Guidance ? Consolidated GAAP earnings per share up ? $0.04 per share vs. $(0.32) per share ? Third quarter non-GAAP operating earnings per share |
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August 3, 2016 |
8-K 1 a8-kq32016earningsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number St |
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May 9, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 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 March 31, 2016 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number Exact name of registrant as specified in its charter and principa |
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May 4, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Employer Identi |
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May 4, 2016 |
Exhibit FOR IMMEDIATE RELEASE May 4, 2016 CONTACTS: News Media Jim Monroe 202-624-6620 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. |
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March 16, 2016 |
S-8 1 forms-8.htm S-8 As filed with the Securities and Exchange Commission on March 16, 2016 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WGL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Virginia 52-2210912 (State or other jurisdiction of (I.R.S. Employer Identificatio |
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March 16, 2016 |
EX-99.1 3 ex991selectedfinancialdata.htm EXHIBIT 99.1 Exhibit 99.1 Presented in this exhibit is "Item 6. Selected Financial Data" for both WGL and Washington Gas, which is recast from the combined annual report on Form 10-K of WGL Holdings, Inc. and Washington Gas Light Company for the fiscal year ended September 30, 2015 (2015 Form 10-K) to give effect to the balance sheet reclassifications of de |
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March 16, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Employer Ide |
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March 16, 2016 |
WGL Holdings, Inc. Washington Gas Light Company Part II Exhibit 99.2 Presented in this exhibit is the "Glossary of Key Terms and Definitions" from the combined annual report on Form 10-K of WGL Holdings, Inc. and Washington Gas Light Company for the fiscal year ended September 30, 2015 (2015 Form 10-K) for reference, as well as "Item 8. Financial Statements and Supplementary Data" for both WGL and Washington Gas, which is recast from the 2015 Form 10-K |
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March 15, 2016 |
Analyst Meeting Combined Document Exhibit 99.1 ANALYST MEETING MARCH 15, 2016 TERRY D. MCCALLISTER CHAIRMAN AND CEO 2 Terry D. McCallister is Chairman of the Board and Chief Executive Officer of WGL Holdings, Inc. He also serves as Chairman and CEO of Washington Gas, the natural gas utility serving over one million customers in the Washington metropolitan area and surrounding region. Prior to his |
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March 15, 2016 |
8-K 1 a8-kanalystmeeting.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of |
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March 2, 2016 |
8-K 1 a8-kannualmeetingvotingres.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number St |
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March 1, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Employer |
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March 1, 2016 |
EX-99.1 2 exhibit991stonewallpressre.htm EXHIBIT 99.1 Exhibit 99.1 News Media: Bernie Tylor 202-624-6778 Financial Community: Douglas Bonawitz 202-624-6129 WGL Announces $89 Million Investment in Stonewall Gathering System WASHINGTON (February 29, 2016) - WGL Midstream, a WGL Holdings, Inc. (NYSE: WGL) company, today announced it has exercised an option for an $89 million equity investment in the |
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February 19, 2016 |
EX-10.1 2 a101wglusbankcreditagreeme.htm EXHIBIT 10.1 EXHIBIT 10.1 EXECUTION VERSION Published Deal CUSIP: 9292EDAE0 Published Term Loan Facility CUSIP: 929EDAF7 CREDIT AGREEMENT DATED AS OF FEBRUARY 18, 2016 AMONG WGL HOLDINGS, INC., THE LENDERS PARTIES HERETO, U.S. BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, TD BANK, N.A., AS SYNDICATION AGENT, BRANCH BANKING AND TRUST COMPANY, AS DOCUME |
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February 19, 2016 |
8-K 1 a8-kcreditagreement.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State |
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February 11, 2016 |
SC 13G/A 1 wglholdings13g-a14.htm SCHEDULE 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14)* WGL HOLDINGS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 92924F106 (CUSIP Number) DECEMBER 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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February 10, 2016 |
WGL / WGL Holdings, Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 wglholdingsincamd5.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: WGL Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 92924F106 Date of Event Which Requires Filing of this Statement: January 31, 2016 Check the appropriate box to designate the rule pursuant to w |
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February 10, 2016 |
WGL / WGL Holdings, Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 wglholdingsinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: WGL Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 92924F106 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rule pursuant to whi |
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February 5, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 wgl-12312015x10q.htm 10-Q 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 December 31, 2015 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number Exact name of registrant as s |
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February 5, 2016 |
EXHIBIT 10.1 Total Shareholder Return (TSR) PERFORMANCE UNIT GRANT # WGL Holdings, Inc. Omnibus Incentive Compensation Plan TSR Performance Units (Series #) Award Terms and Conditions This document sets forth the terms and conditions related to the Series # grant of performance unit awards under the WGL Holdings, Inc. Omnibus Incentive Compensation Plan. The following terms have the meanings ascri |
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February 5, 2016 |
8-K 1 a8-kq12016earningsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2016 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number |
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February 5, 2016 |
EXHIBIT 10.3 Total Shareholder Return (TSR) PERFORMANCE SHARE GRANT # WGL Holdings, Inc. Omnibus Incentive Compensation Plan TSR Performance Shares (Series #) Award Terms and Conditions This document sets forth the terms and conditions related to the Series # grant of performance share awards under the WGL Holdings, Inc. Omnibus Incentive Compensation Plan. The following terms have the meanings as |
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February 5, 2016 |
EXHIBIT 10.4 Dividend Coverage PERFORMANCE SHARE GRANT # WGL Holdings, Inc. Omnibus Incentive Compensation Plan Dividend Coverage Performance Shares (Series #) Award Terms and Conditions This document sets forth the terms and conditions related to the Series # grant of performance share awards under the WGL Holdings, Inc. Omnibus Incentive Compensation Plan. The following terms have the meanings a |
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February 5, 2016 |
Exhibit 99.1 AMENDMENT 2015-1 TO THE WGL HOLDINGS, INC. and WASHINGTON GAS LIGHT COMPANY CHANGE IN CONTROL SEVERANCE PLAN FOR CERTAIN EXECUTIVES AS AMENDED DECEMBER 14, 2012 WITNESSETH: WHEREAS, Washington Gas Light Company (the “Company”) established the WGL Holdings, Inc. and Washington Gas Light Company Change in Control Severance Plan for Certain Executives (the “Plan”), effective December 15, |
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February 5, 2016 |
EXHIBIT 10.2 Return on Equity (ROE) PERFORMANCE UNIT GRANT # WGL Holdings, Inc. Omnibus Incentive Compensation Plan ROE Performance Units (Series #) Award Terms and Conditions This document sets forth the terms and conditions related to the Series # grant of performance unit awards under the WGL Holdings, Inc. Omnibus Incentive Compensation Plan. The following terms have the meanings ascribed belo |
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February 5, 2016 |
EX-99.1 2 q12016earningsreleaseex-991.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE February 5, 2016 CONTACTS: News Media Jim Monroe 202-624-6620 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. Reports First Quarter Fiscal Year 2016 Financial Results; Affirms Fiscal Year 2016 Non-GAAP Guidance and Announces 5% Dividend Increase • Consolidated GAAP earnings per share up — $1.36 per sh |
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January 20, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) o Defin |
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January 20, 2016 |
DEF 14A 1 e00019wgl-def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITT |
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January 20, 2016 |
8-K 1 form8-kcicpolicyamendment.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2015 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone numbe |
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January 20, 2016 |
Exhibit Page 1 of 7 Exhibit 99.1 WGL Holdings, Inc. and Washington Gas Light Company Change In Control Policy As Amended September 22, 2015 I. Purpose. This Change in Control Policy (this ?Policy?) defines a Change in Control for purposes of determining when Change in Control actions occur under the various WGL Holdings, Inc. and Washington Gas Light Company benefit plans. Establishing this Policy |
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November 24, 2015 |
424B5 1 d50840d424b5.htm 4242B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-208190 CALCULATION OF REGISTRATION FEE Amount to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common Stock, no par value $150,000,000 $150,000,000 $15,105.00 (1) The registration fee of $15,105 is calculated in accordance with Rules 457(o) and 457(r) unde |
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November 24, 2015 |
Financial Statements and Exhibits, Other Events 8-K 1 d33323d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2015 (November 24, 2015) Commission File Number Exact name of registrant as specified in its charter and principal office address and telepho |
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November 24, 2015 |
S-3ASR 1 d25616ds3asr.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on November 24, 2015 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WGL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Virginia 52-2210912 (State or other jurisdiction of incorpo |
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November 24, 2015 |
WGL HOLDINGS, INC. Up to $150,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT EX-1.1 Exhibit 1.1 WGL HOLDINGS, INC. Up to $150,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: November 24, 2015 TABLE OF CONTENTS Page SECTION 1. Description of Securities 1 SECTION 2. Placements 2 SECTION 3. Sale of Placement Securities by the Agents 3 SECTION 4. Suspension of Sales 4 SECTION 5. Representations and Warranties 4 SECTION 6. Sale and Delivery to the Agents; Settlemen |
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November 19, 2015 |
SERVICE AGREEMENT UNDER RATE SCHEDULE FTS FTS Contract No. 0012 SERVICE AGREEMENT UNDER RATE SCHEDULE FTS THIS AGREEMENT, made and entered into this 29th day of August, 2014 by and between DOMINION COVE POINT LNG, LP (“Operator”) and WASHINGTON GAS LIGHT COMPANY (“Buyer”). WITNESSETH: That in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Section 1. Service to be Rendered. Operator shall perfo |
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November 19, 2015 |
WGL HOLDINGS, INC. Subsidiaries of the above registrant as of September 30, 2015 Exhibit 21 WGL HOLDINGS, INC. Subsidiaries of the above registrant as of September 30, 2015 Subsidiary Relationship Denoted by Indentation Percent of Voting Securities Owned State of Incorporation WGL Holdings, Inc. (Parent) Virginia Washington Gas Light Company 100 % Virginia and the District of Columbia Hampshire Gas Company 100 % West Virginia Washington Gas Resources Corp. 100 % Delaware WGL M |
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November 19, 2015 |
Exhibit 12.1 WGL HOLDINGS, INC. AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends Twelve Months Ended September 30, ($ in thousands) 2015 2014 2013 2012 2011 EARNINGS: Pre-Tax Net Income(a) $ 210,915 $ 161,320 $ 132,355 $ 233,247 $ 206,069 Add: Distributed Income (Loss) of Equity Investees 5,468 3,194 1,510 1,240 |
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November 19, 2015 |
Exhibit 12.2 WASHINGTON GAS LIGHT COMPANY Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends Twelve Months Ended September 30, ($ in thousands) 2015 2014 2013 2012 2011 EARNINGS: Pre-Tax Net Income(a) $ 180,069 $ 145,858 $ 116,519 $ 181,793 $ 125,376 Add: Total Fixed Charges 43,202 38,415 37,081 37,886 42,141 Total Earnings $ 223, |
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November 19, 2015 |
10-K 1 wgl-930201510k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended September 30, 2015 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. |
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November 19, 2015 |
Exhibit 24 POWER OF ATTORNEY Each person whose signature appears below does hereby constitute and appoint Terry D. |
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November 13, 2015 |
Exhibit FOR IMMEDIATE RELEASE November 13, 2015 CONTACTS: News Media Jim Monroe 202-624-6620 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. |
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November 13, 2015 |
8-K 1 a8-kq4earningsrelease.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2015 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number Sta |
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August 6, 2015 |
EX-99.1 2 q3earningsreleaseex-991.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE August 5, 2015 CONTACTS: News Media Jim Monroe 202-624-6620 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. Reports Third Quarter Fiscal Year 2015 Financial Results; Raises Fiscal Year 2015 Non-GAAP Guidance • Third quarter consolidated GAAP earnings per share — $(0.32) per share vs. $(0.23) per share • Y |
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August 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2015 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Employer Ide |
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August 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 wgl-6302015x10q.htm 10-Q 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, 2015 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number Exact name of registrant as specif |
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May 19, 2015 |
SEC Response Letter 101 Constitution Avenue, NW Washington, DC 20080 www.wglholdings.com Vincent L. Ammann, Jr. Senior Vice President and Chief Financial Officer (202) 624-6737 (202) 842-2880 FAX [email protected] May 19, 2015 Mr. William H. Thompson Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission Mail Stop 3561 100 F Street, NE Washington |
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May 15, 2015 |
8-K 1 a8-kagaconference.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2015 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Inc |
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May 15, 2015 |
AGA Conference Materials Combined Document EXHIBIT 99.1 AGA FINANCIAL FORUM MAY 2015 Forward-Looking Statements This document and other statements by us include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the outlook for earnings, revenues and other future financial business performance or strategies and expectations. Forwar |
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May 7, 2015 |
WASHINGTON GAS LIGHT COMPANY ARTICLE I WASHINGTON GAS LIGHT COMPANY BYLAWS ARTICLE I Stockholders. SECTION 1. Annual Meeting. The annual meeting of stockholders of Washington Gas Light Company (the Company) shall be held at such time and place within or without the District of Columbia as shall be determined by the Board of Directors and as shall be stated in the notice of the meeting. The meeting shall be held for the purpose of elect |
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May 7, 2015 |
WGL Holdings, Inc. Washington Gas Light Company WGL Holdings, Inc. Washington Gas Light Company Exhibit 31.4 CERTIFICATION OF WASHINGTON GAS LIGHT COMPANY I, Vincent L. Ammann, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of Washington Gas Light Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made |
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May 7, 2015 |
EX-99.01 2 q2earningsreleaseex-991.htm EXHIBIT 99.01 FOR IMMEDIATE RELEASE May 6, 2015 CONTACTS: News Media Ruben Rodriguez 703-750-4470 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. Reports Second Quarter Fiscal Year 2015 Financial Results; Affirms Fiscal Year 2015 Non-GAAP Guidance • Consolidated GAAP earnings per share up — $1.63 per share vs. $1.18 per share • Second qua |
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May 7, 2015 |
WGL Holdings, Inc. Washington Gas Light Company WGL Holdings, Inc. Washington Gas Light Company Exhibit 31.3 CERTIFICATION OF WASHINGTON GAS LIGHT COMPANY I, Terry D. McCallister, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Washington Gas Light Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, |
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May 7, 2015 |
WGL Holdings, Inc. Washington Gas Light Company WGL Holdings, Inc. Washington Gas Light Company Exhibit 31.1 CERTIFICATION OF WGL HOLDINGS, INC. I, Terry D. McCallister, certify that: 1. I have reviewed this quarterly report on Form 10-Q of WGL Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circ |
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May 7, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2015 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Employer Identi |
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May 7, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 wgl-3312015x10q.htm 10-Q 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 March 31, 2015 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number Exact name of registrant as speci |
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May 7, 2015 |
WGL Holdings, Inc. Washington Gas Light Company WGL Holdings, Inc. Washington Gas Light Company Exhibit 31.2 CERTIFICATION OF WGL HOLDINGS, INC. I, Vincent L. Ammann, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q of WGL Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the ci |
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April 20, 2015 |
CORRESP 1 filename1.htm 101 Constitution Avenue, NW Washington, DC 20080 www.wglholdings.com Vincent L. Ammann, Jr. Senior Vice President and Chief Financial Officer (202) 624-6737 (202) 842-2880 FAX [email protected] April 20, 2015 Mr. William H. Thompson Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission Mail Stop 3561 100 F Street, NE Wash |
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March 18, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2015 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Employer Ide |
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March 18, 2015 |
News Media: Ruben Rodriguez 202-624-6620 Financial Community: Douglas Bonawitz 202-624-6129 EX-99.1 2 d894255dex991.htm EX-99.1 News Media: Ruben Rodriguez 202-624-6620 Financial Community: Douglas Bonawitz 202-624-6129 For Immediate Release March 18, 2015 WGL Holdings Announces Five-Year Financial Objectives; Targets 7%-10% Average Annual Operating Earnings Growth WASHINGTON, D.C. – During a presentation to financial analysts today at the New York Stock Exchange, executives of WGL Holdi |
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March 13, 2015 |
POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Leslie T. |
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March 12, 2015 |
8-K 1 d887656d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2015 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorpor |
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March 12, 2015 |
News Media: Ruben Rodriguez 202-624-6620 Financial Community: Douglas Bonawitz 202-624-6129 EX-99.1 News Media: Ruben Rodriguez 202-624-6620 Financial Community: Douglas Bonawitz 202-624-6129 For Immediate Release March 11, 2015 Mountain Valley Pipeline Announces WGL Midstream as a Partner, Shipper, and Gas Purchaser Pittsburgh, PA & Washington, D.C. - Mountain Valley Pipeline, LLC, a joint venture between affiliates of EQT Corporation (NYSE: EQT) and NextEra Energy, Inc. (NYSE: NEE) tod |
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March 9, 2015 |
POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Leslie T. |
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March 6, 2015 |
WASHINGTON GAS LIGHT COMPANY ARTICLE II. – Board of Directors EX-3.(II) 2 d887049dex3ii.htm EX-3(II) Exhibit 3(ii) WASHINGTON GAS LIGHT COMPANY BYLAWS ARTICLE II. – Board of Directors SECTION 1. Number, Powers, Term of Office, Quorum, Lead Director. The Board of Directors of the Company shall consist of ten persons. The Board of Directors may exercise all the powers of the Company and do all acts and things which are proper to be done by the Company which ar |
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March 6, 2015 |
Stephen C. Beasley Elected to Boards of Directors of WGL Holdings, Inc. and Washington Gas EX-99.1 3 d887049dex991.htm EX-99.1 Exhibit 99.1 For Immediate Release March 6, 2015 News Media: Ruben Rodriguez 202-624-6620 Financial Community: Douglas Bonawitz 202-624-6129 Stephen C. Beasley Elected to Boards of Directors of WGL Holdings, Inc. and Washington Gas WASHINGTON- WGL Holdings, Inc. (NYSE: WGL), the parent company of Washington Gas and other energy-related subsidiaries, today announ |
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March 6, 2015 |
Financial Statements and Exhibits, Other Events 8-K 1 d887049d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2015 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorpora |
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February 10, 2015 |
WGL / WGL Holdings, Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 wglholdingsinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: WGL Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 92924F106 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designate the rule pursuant to whi |
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February 10, 2015 |
SC 13G/A 1 wglholdings13g-a13.htm SCHEDULE 13G/A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13)* WGL HOLDINGS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 92924F106 (CUSIP Number) DECEMBER 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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February 5, 2015 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE February 4, 2015 CONTACTS: News Media Ruben Rodriguez 202-624-6620 Financial Community Douglas Bonawitz 202-624-6129 WGL Holdings, Inc. Reports First Quarter Fiscal Year 2015 Financial Results; Affirms Fiscal Year 2015 Non-GAAP Guidance and Announces 5% Dividend Increase • Consolidated GAAP earnings per share up — $1.28 per share vs. $0.36 per share for t |
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February 5, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 December 31, 2014 OR ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number Exact name of registrant as specified in its |
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February 5, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 4, 2015 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. E |
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January 22, 2015 |
WGL / WGL Holdings, Inc. DEFA14A - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) o Defin |
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January 22, 2015 |
WGL / WGL Holdings, Inc. DEF 14A - - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant o Filed by a Party other than the Registrant Check the appropriate box: o Preliminary Proxy Statement o CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) þ Defin |
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December 19, 2014 |
FIRST AMENDMENT TO CREDIT AGREEMENT EX-10.2 Exhibit 10.2 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of the 19th day of December, 2014 (this “First Amendment”), is entered into among Washington Gas Light Company, a Virginia and District of Columbia corporation (the “Borrower”), the lenders party hereto, and Wells Fargo Bank, National Association, as administrative agent fo |
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December 19, 2014 |
8-K 1 d840942d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2014 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of |
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December 19, 2014 |
FIRST AMENDMENT TO CREDIT AGREEMENT EX-10.1 2 d840942dex101.htm EX-10.1 Exhibit 10.1 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of the 19th day of December, 2014 (this “First Amendment”), is entered into among WGL Holdings, Inc., a Virginia corporation (the “Borrower”), the lenders party hereto, and Wells Fargo Bank, National Association, as administrative agent for the L |
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December 17, 2014 |
8-K 1 d838966d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2014 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of |
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December 17, 2014 |
EX-10.1 Exhibit 10.1 WASHINGTON GAS LIGHT COMPANY $50,000,000 4.24% Notes due December 15, 2044 NOTE PURCHASE AGREEMENT Dated December 15, 2014 TABLE OF CONTENTS Page 1. AUTHORIZATION OF NOTES 1 2. SALE AND PURCHASE OF NOTES 1 3. CLOSING 1 4. CONDITIONS TO CLOSING 2 4.1. Representations and Warranties 2 4.2. Performance; No Default 2 4.3. Compliance Certificates 2 4.4. Opinions of Counsel 2 4.5. P |
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December 16, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2014 Commission File Number Exact name of registrant as specified in its charter and principal office address and telephone number State of Incorporation I.R.S. Emplo |
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December 16, 2014 |
WGL Holdings, Inc. $25,000,000 4.60% Senior Notes due 2044 UNDERWRITING AGREEMENT EX-1.1 2 d838350dex11.htm EX-1.1 Exhibit 1.1 WGL Holdings, Inc. $25,000,000 4.60% Senior Notes due 2044 UNDERWRITING AGREEMENT December 11, 2014 New York, New York Wells Fargo Securities, LLC 550 South Tryon Street Charlotte, North Carolina 28202 As Representative of the Several Underwriters listed in Schedule I hereto Dear Ladies and Gentlemen: WGL Holdings, Inc., a Virginia corporation (the “Com |
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December 12, 2014 |
424B2 Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities To Be Registered Maximum Aggregate Offering Price Amount of Registration Fee(1)(2) 4. |