Edgar Filing: WGL HOLDINGS INC

u5s

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

Form U5S
Annual Report

For the Fiscal Year Ended September 30, 2001

Filed Pursuant to the
Public Utility Holding Company Act of 1935

WGL Holdings, Inc.
1100 H Street, N.W.
Washington, D.C. 20080

Notice and correspondence concerning this Statement should be addressed to

Mr. Douglas Pope, Secretary
WGL Holdings, Inc.
1100 H Street, N.W.
Washington, D.C. 20080

TO THE SECURITIES AND EXCHANGE COMMISSION:

This registration statement is filed in compliance with the terms and conditions of the Form U5S under thePublic Utility Holding Act of 1935.

Confidential treatment is requested for the WGL Holdings, Inc. response to certain information, pursuant to Rule 104(b). In instances in which WGL Holdings, Inc. is requesting such confidential treatment is identified immediately before the WGL Holdings, Inc. response and is printed in bold italics.

TABLE OF CONTENTS


		Page or
		Exhibit

ITEM 1.	System Companies and Investments Therein as of September 30, 2001		3
ITEM 2.	Acquisitions or Sales of Utility Assets		5
ITEM 3.	Issue, Sale, Pledge, Guarantee or Assumption of System Securities		5
ITEM 4.	Acquisition, Redemption or Retirement of System Securities		5
ITEM 5.	Investments in Securities of Nonsystem Companies		5
ITEM 6.	Officers and Directors		6
	PART I. Name, Principal Address and Positions Held as of September 30, 2001		6
	PART II. Financial Conections as of Septembe r 30, 2001		9
	PART III. Compensation and Other Related Information		9
ITEM 7.	Contributions and Public Relations		10
ITEM 8.	Service, Sales and Construction Contracts		11
	Part I. Intercompany Sales and Services		11
	Part II. Contracts to Purchase Services or Goods Between Any
	System Company and Any Affiliate		11
	Part III. Employment of Any Person by Any System Company for the Performance on a Continuing Basis of Management Services		11
ITEM 9.	Wholesale Generators and Foreign Utility Companies		11
ITEM 10.	Financial Statements and Exhibits		12
	Consolidating Financial Statements		12
	Exhibits		13
	Signature of Registrant’s Officer		13

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2001


							BOOK VALUE
		NUMBER OF COMMON		% OF			ISSUER			OWNER
NAME OF COMPANY (COMPANY ABBREVIATION)		SHARES OWNED		VOTING POWER			($000)			($000)

Parent Holding Company
WGL Holdings, Inc. (Registrant WGL Holdings)
Statutory Subsidiaries
Washington Gas Light Company (Washington Gas)			46,479,536		100	%	$	723,886		$	723,886
Hampshire Gas Company (Hampshire)			440,000		100	%		17,699			17,699
Crab Run Gas Company (Crab Run)			500		100	%		1,766			1,766
Washington Gas Resources Corp. (WGRC)			100		100	%		34,392			34,392
	American Combustion Industries, Inc. (ACI)		845		100	%		5,718			5,718
	Brandywood Estates, Inc. (Brandywood) (Note 1)		100		100	%		3,508			3,508
	Washington Gas Credit Corporation (WGCC) (Note 2)		100		100	%		(176	)		(176	)
	Washington Gas Consumer Services, Inc. (Consumer Services) *		100		100	%		(48	)		(48	)
	Washington Gas Energy Services, Inc. (WGEServices) (Note 3)		500		100	%		16,755			16,755
	Washington Gas Energy Systems, Inc. (WGESystems)		500		100	%		6,250			6,250
	WG Maritime Plaza I, Inc. (WG Maritime)		100		100	%		(84	)		(84	)

CONFIDENTIAL TREATMENT FOR THE FOLLOWING PORTION OF WGL HOLDINGS, INC. RESPONSE
TO THIS ITEM IS REQUESTED PURSUANT TO RULE 104(b).

ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF SEPTEMBER 30, 2001(CONTINUED)

Notes:

(1)		Brandywood was merged into Advanced Marketing Concepts, Inc. (AMC), with AMC being the surviving corporation, effective August 4, 2000. AMC subsequently changed its name to Brandywood.

(2)		Washington Gas Credit Corporation was incorporated in the state of Delaware on November 9, 2000. Washington Gas Credit Corporation offered financing to purchase gas appliances and other energy-related equipment. It is no longer making new loans, but it continues to service existing loans.

(3)		During fiscal year 2001, Washington Gas Energy Services, Inc. was restructured and its subsidiaries Brandywood Estates, Inc. and Washington Gas Energy Systems, Inc. became direct subsidiaries of Washington Gas Resources Corp.


*CONFIDENTIAL TREATMENT FOR THE FOLLOWING PORTION OF WGL HOLDINGS, INC. RESPONSE TO THIS ITEM IS REQUESTED PURSUANT TO RULE 104 (b).*

Inactive Subsidiary

ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS

None.

ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES

CONFIDENTIAL TREATMENT FOR THE FOLLOWING PORTION OF WGL HOLDINGS, INC. RESPONSE
TO THIS ITEM IS REQUESTED PURSUANT TO RULE 104(b).

ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES

CONFIDENTIAL TREATMENT FOR THE FOLLOWING PORTION OF WGL HOLDINGS, INC. RESPONSE
TO THIS ITEM IS REQUESTED PURSUANT TO RULE 104(b).

ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES

(1) Aggregate number of investments in persons/entities operating in the retail service areas.

None.

ITEM 6. Officers and Directors

PART I. NAME, PRINCIPAL ADDRESS AND POSITIONS HELD AS OF SEPTEMBER 30, 2001*

WGL

Holdings

Washington Gas

Crab Run

Hampshire

WGRC

ACI

Brandywood

Joseph L. Andronaco(16)

Elizabeth M. Arnold (8)

D,P,VP

James L. Baird (11)

D,P

Michael D. Barnes(2)

Mary Jean Brady (16)

Beverly J. Burke (1)

VP,GC

Daniel J. Callahan, III (4)

Robert E. Carlson(15)

Adrian P. Chapman (16)

George P. Clancy (3)

James H. DeGraffenreidt, Jr.(1)

D,CH,CEO

D,CH

Melvyn J. Estrin (6)

Ralph E. Fisher (12)

D, VP

Karen Hastie-Williams (9)

Shelley C. Jennings (1)

Frederic M. Kline(1)

VP,CFO

D,P

Wilma Kumar- Rubock(16)

VP, CIO

Debra L. Lee (5)

Patricia M. Lovelady (7)

George B. Mank (15)

Terry D. McCallister (8)

P, COO

D,P,COO

Philip A. Odeen(13)

Karen B. Pancost(14)

SEC

Douglas V. Pope(1)

SEC

Laura L. Shaw(10)

Roberta W. Sims(14)

Robert A. Sykes(16)

Robert E. Tuoriniemi(1)

CTR

Harry A. Warren, Jr. (10)

James B. White (16)

Phillip G. Woodyard (10)

Jeff Zarin(11)

SEC,TR

William Zielinski(11)

See Page 8 for Notes and Position Symbol Key

-6-

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I. NAME, PRINCIPAL ADDRESS AND POSITIONS HELD AS OF SEPTEMBER 30, 2001* (CONTINUED)

Consumer

WGCC

Services

WGEServices

WGESystems

WG Maritime

Joseph L. Andronaco(16)

D,VP

Elizabeth M. Arnold(8)

D,P

D,P,VP

James Baird(11)

D,CEO

Michael D. Barnes(2)

Mary Jean Brady(16)

D,VP

Beverly J. Burke(1)

Daniel J. Callahan, III(4)

Robert E. Carlson(15)

D,P,VP

Adrian P. Chapman(16)

George P. Clancy(3)

James H. DeGraffenreidt, Jr.(1)

D,CH

Melvyn J. Estrin(6)

Ralph E. Fisher(12)

Karen Hastie-Williams(9)

Shelley C. Jennings(1)

D,TR

Frederic M. Kline(1)

D,P

Wilma Kumar-Rubock(16)

Debra L. Lee(5)

Patricia M. Lovelady(7)

George B. Mank(15)

Terry D. McCallister(8)

Philip A. Odeen(13)

Karen B. Pancost(14)

SEC

Douglas V. Pope(1)

Laura L. Shaw(10)

SEC

Roberta W. Sims(14)

Robert A. Sykes(16)

Robert E. Tuoriniemi(1)

Harry A. Warren, Jr. (10)

D,P

James B. White(16)

Phillip G. Woodyard(10)

VP,TR

Jeff Zarin(11)

William Zielinski(11)

See Page 8 for Notes and Position Symbol Key

-7-

ITEM 6. OFFICERS AND DIRECTORS (CONTINUED)

PART I. NAME, PRINCIPAL ADDRESS AND POSITIONS HELD AS OF SEPTEMBER 30, 2001* (CONTINUED)

Position Symbol Key:


CH	-	Chairman of the Board of Directors	D	-	Director
CEO	-	Chief Executive Officer	CFO	-	Chief Financial Officer
P	-	President	CIO	-	Chief Information Officer
COO	-	Chief Operating Office	TR	-	Treasurer
SVP	-	Senior Vice President	SEC	-	Secretary
VP	-	Vice President	CTR	-	Controller
GC	-	General Counsel

Notes—Business Addresses of Officers and Directors:


(1)		WGL Holdings, Inc., 1100 H. Street, N.W., Washington, D.C. 20080
(2)		Brady Campaign and Brady Ctr., Suite 1100—1225 Eye Street, N.W., Washington, D.C. 20005
(3)		Chevy Chase Bank, FSB,—7501 Wisconsin Avenue, Bethesda, MD 20814
(4)		The Morris and Gwendolyn Cafritz Foundation, 14th Floor—1825 K Street, N.W. Washington D.C. 20006
(5)		BET Holdings Inc., One BET Plaza, 1235 W Street, N.E., Washington, D.C. 20018
(6)		Avatex Corporation, Suite 600—7200 Wisconsin Avenue, Bethesda, MD 20814
(7)		Suite 105—110 West Road, Towson, MD 21204
(8)		WGL Holdings, 6801 Industrial Road, Springfield, VA 22151
(9)		Crowell and Moring, 1001 Pennsylvania Avenue, N.W., Washington, D.C. 20004
(10)		Washington Gas Energy Services, Inc. Suite 200—13865 Sunrise Valley Drive, Herndon, VA 20171
(11)		American Combustion Industries, Inc., 3520 Bladensburg Road, Brentwood, MD 20722
(12)		1800 N. Market Street, Frederick, MD 21705
(13)		TRW Inc. Suite 800—1001 19th Street North, Arlington, VA 22209
(14)		Washington Gas Light Company, 1100 H Street, N.W., Washington, D.C. 20080
(15)		Washington Gas Energy Systems, Inc., Suite 200-13865 Sunrise Valley Drive, Herndon, VA 20171
(16)		Washington Gas Light Company, 6801 Industrial Road, Springfield, VA 22151

* Portions shown are as of October 1, 2001 with respect to Messrs. DeGraffenreidt and McCallister and Ms. Kumar-Rubock.

-8-

ITEM 6. Officers and Directors

PART II. FINANCIAL CONNECTIONS AS OF SEPTEMBER 30, 2001


Name of Officer or Director (1)	Name and Location of Financial Institution (2)	Position Held in Financial Institution (3)	Applicable Exemption Rule (4)

James H. DeGraffenreidt, Jr.	Harbor Bank	Director	Rule 70(a)




	25 W. Fayette Street




	Baltimore, MD 21201

PART III. Compensation and Other Related Information

The following disclosures were made in WGL Holdings’ definitive Proxy Statement dated January 28, 2002, for the February 25, 2002, Annual Meeting of Shareholders and, or its Form -10K of WGL Holdings, Inc., dated December 20, 2001, for fiscal year ended September 30, 2001, which are hereby incorporated by reference.

(a)		Compensation of directors and executive officers of system companies: Compensation for non-employee directors and executive officers of system companies is reported in the WGL Holdings, Inc. Proxy Statement.

(b)		Interest of directors and executive officers in the securities of system companies, including options or other rights to acquire securities: Interest of directors and executive officers in the security ownership of system companies, is reported in WGL Holdings’ Proxy Statement.

(c)		Contracts and transactions with system companies by directors and executive officers, as defined in the rules of the Securities Act of 1933 (17 CFR 230.405), were reported in Exhibits to Form 10-K and in the WGL Holdings’ Proxy Statement.

(d)		Directors’ and executive officers’ indebtedness to system companies: None.

(e)		Participation in bonus and profit sharing arrangements by directors and executive officers, as defined in the rules of the Securities Act of 1933 (17 CFR 230.405), was reported in WGL Holdings’ Proxy Statement and in Form 10-K.

		Accounting disclosures for WGL Holdings’ stock-based compensation were reported in Note 11—Stock-Based Compensation to the Consolidated Financial Statements in WGL Holdings’ Annual Report on Form 10-K.

(f)		Directors’ and executive officers’ rights to indemnity: No such disclosures are required or contained in WGL Holdings’ Proxy Statement or Form 10-K.

-9-

ITEM 7. Contributions and Public Relations

1.		WGL Holdings, Inc. and its subsidiaries have established political action committees and have incurred certain costs in accordance with the provisions of the Federal Election Campaign Act, for the administration of such committees.

2.		Expenditures, disbursements or payments for the account of any citizens group or public relations counsel are as follows: None

-10-

ITEM 8. Service, sales and construction contracts
PART I. INTERCOMPANY SALES AND SERVICES

Confidential Treatment for the Following Portion of WGL Holdings, Inc. response to this item is requested pursuant to Rule 104(b).

PART II. CONTRACTS TO PURCHASE SERVICES OR GOODS BETWEEN ANY SYSTEM COMPANY AND ANY AFFILIATE

None.

PART III. EMPLOYMENT OF ANY PERSON BY ANY SYSTEM COMPANY FOR THE PERFORMANCE ON A CONTINUING BASIS OF MANAGEMENT SERVICES

None.

ITEM 9. Wholesale Generators and Foreign Utility Companies

None.

-11-

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

Confidential Treatment for the Following Portion of WGL Holdings, Inc. response to this item is requested pursuant to Rule 104(b).

-12-

ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS

Exhibit A – Form -10K of WGL Holdings, Inc. for fiscal year ended September 30, 2001 – incorporated by reference

Exhibit B – Articles of Incorporation and Bylaws – incorporated by reference to Form-10K of WGL Holdings, Inc. for fiscal year ended
September 30, 2001.

Exhibit D – Tax Allocation Agreement filed herewith

Exhibit G – Consent of Arthur Andersen LLP

SIGNATURE

Each undersigned system company has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935.


		WGL Holdings, Inc.

		By /s/ Robert E. Tuoriniemi Robert E Tuoriniemi (Controller)

		Date January 28, 2002

-13-