WASHINGTON GAS LIGHT CO
10-Q, 2000-02-11
NATURAL GAS DISTRIBUTION
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================================================================================
                                   FORM 10-Q


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

(Mark One)

[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

               For the quarterly period ended DECEMBER 31, 1999

OR

[   ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934
                               -------------------

<TABLE>
<CAPTION>
<S>               <C>                                                       <C>                      <C>

Commission        Exact name of registrant as specified in its charter and       States of           I.R.S. Employer
File Number         principal office address and telephone number               Incorporation         I.D. Number
1-1483                WASHINGTON GAS LIGHT COMPANY                          District of Columbia        53-0162882
                      1100 H Street, N.W.                                      and Virginia
                      Washington, D.C. 20080
                      (703) 750-4440

</TABLE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes  X   No
                                       ---    ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock $1.00 par value           46,475,488              January 31, 2000
- ----------------------------       ----------------            ----------------
         Class                     Number of Shares                 Date

===============================================================================
<PAGE>




                               TABLE OF CONTENTS


                                                                          Page
                                                                          ----
<TABLE>
<CAPTION>
<S>                                                                       <C>
Part I.        FINANCIAL INFORMATION

     ITEM 1.      Financial Statements

                  Consolidated Balance Sheets..........................     2-3
                  Consolidated Statements of Income....................       4
                  Consolidated Statements of Cash Flows................       5
                  Notes to Consolidated Financial Statements...........    6-10

     ITEM 2.      Management's Discussion and Analysis
                     of Financial Condition and Results of Operations..   11-19

     ITEM 3.      Quantitative and Qualitative Disclosures About Market
                    Risks of the Company................................     20

PART II.      OTHER INFORMATION


     ITEM 5.      Other Information....................................      20

     ITEM 6.      Exhibits and Reports on Form 8-K.....................      20

SIGNATURE         .....................................................      21

</TABLE>
                                      -1-

<PAGE>




PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



                          WASHINGTON GAS LIGHT COMPANY
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         December 31,   September 30,
                                                             1999           1999
                                                         ------------   ------------
                                                          (Unaudited)
                                                                (Thousands)
<S>                                                     <C>             <C>
ASSETS
PROPERTY, PLANT AND EQUIPMENT
     At original cost                                   $ 2,135,368     $  2,114,071
     Accumulated depreciation and amortization             (726,332)        (711,329)
                                                        -----------     ------------
                                                          1,409,036        1,402,742
                                                        -----------     ------------
Current Assets
     Cash and cash equivalents                               20,166           26,935
     Accounts receivable                                    140,038           74,295
     Gas costs due from customers                             4,549            5,127
     Allowance for doubtful accounts                         (6,244)          (6,626)
     Accrued utility revenues                                87,968           17,141
     Materials and supplies--principally at average cost     18,206           17,207
     Storage gas--at cost (first-in, first-out)              72,809           80,481
     Deferred income taxes                                   19,634           19,662
     Other prepayments--principally taxes                    15,710           14,888
     Other                                                      307              648
                                                         -----------    ------------
                                                            373,143          249,758
                                                         -----------    ------------
Deferred Charges and Other Assets
     Regulatory assets                                       79,704           84,278
     Other                                                   29,743           29,946
                                                         ----------     ------------
                                                            109,447          114,224

                  Total Assets                          $ 1,891,626     $  1,766,724
                                                        ===========     ============
</TABLE>


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

                                      -2-

<PAGE>








                          WASHINGTON GAS LIGHT COMPANY
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         December 31,   September 30,
                                                             1999           1999
                                                         ------------   ------------
                                                          (Unaudited)

                                                                (Thousands)
<S>                                                     <C>             <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
     Common shareholders' equity (Notes 4 and 5)        $  709,427      $  684,034
     Preferred stock (Note 4)                               28,413          28,420
     Long-term debt (Note 3)                               507,041         506,084
                                                        ----------      ----------
                                                         1,244,881       1,218,538

Current Liabilities
     Current maturities of long-term debt                    1,488           1,431
     Notes payable                                         173,564         113,067
     Accounts and wages payable                            113,158         118,108
     Dividends declared                                     14,506          14,507
     Customer deposits and advance payments                 15,235          15,853
     Gas costs due to customers                             10,943          11,321
     Accrued taxes                                          32,089           5,226
     Other                                                  14,177           5,613
                                                        ----------      ----------
                                                           375,160         285,126

Deferred Credits
     Unamortized investment tax credits                     19,214          19,439
     Deferred income taxes                                 151,681         156,495
     Other                                                 100,690          87,126
                                                        ----------      ----------
                                                           271,585         263,060
                                                        ----------      ----------

          Total Capitalization and Liabilities          $1,891,626      $1,766,724
                                                        ==========      ==========
</TABLE>


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

                                      -3-

<PAGE>


                          WASHINGTON GAS LIGHT COMPANY
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                              ----------------------------------
                                                                December 31,       December 31,
                                                                   1999               1998
                                                              -----------------------------------
                                                              (Thousands, Except Per Share Data)

<S>                                                           <C>                 <C>
UTILITY OPERATIONS
   Operating Revenues                                         $     310,516       $      297,349
     Less: Cost of gas                                              164,902              158,919
           Revenue taxes                                             11,682               11,069
                                                              -------------       --------------
  Net Revenues                                                      133,932              127,361
                                                              -------------       --------------

  Other Operating Expenses
     Operation                                                       35,540               44,324
     Maintenance                                                      6,467                9,268
     Depreciation and amortization                                   15,965               14,305
     General taxes                                                    4,460                5,537
     Loss from agreement to sell utility property (Note 2)              --                 3,300
     Income taxes                                                    22,484               15,123
                                                              -------------        -------------
                                                                     84,916               91,857
                                                              -------------        -------------
             Utility Operating Income                                49,016               35,504
                                                              -------------        -------------

NON-UTILITY OPERATIONS
  Operating Revenues
     Energy marketing                                                43,754               23,188
     Heating, ventilating and air conditioning                       10,220                6,979
     Customer financing                                                 576                  995
     Other non-utility                                                  500                  364
                                                              -------------        -------------
                                                                     55,050               31,526
                                                              -------------        -------------
  Other Operating Expenses
     Non-utility operating expenses                                  52,149               31,235
     Income taxes                                                     1,123                  109
                                                              -------------        -------------
                                                                     53,272               31,344
                                                              -------------        -------------
             Non-Utility Operating Income                             1,778                  182
                                                              -------------        -------------

TOTAL OPERATING INCOME                                               50,794               35,686
Other Income (Expenses)--Net                                           (345)                (790)
                                                              -------------        -------------
INCOME BEFORE INTEREST EXPENSE                                       50,449               34,896
                                                              -------------        -------------
INTEREST EXPENSE
     Interest on long-term debt                                       8,497                8,761
     Other                                                            2,173                1,220
                                                              -------------        -------------
                                                                     10,670                9,981
                                                              -------------        -------------
NET INCOME                                                           39,779               24,915
DIVIDENDS ON PREFERRED STOCK                                            333                  333
                                                              -------------        -------------
NET INCOME APPLICABLE TO COMMON STOCK                         $      39,446        $      24,582
                                                              =============        =============
AVERAGE COMMON SHARES OUTSTANDING                                    46,467               45,038
                                                              =============        =============
EARNINGS PER AVERAGE COMMON SHARE--BASIC & DILUTED (Note 4)   $        0.85        $        0.55
                                                              =============        =============
DIVIDENDS DECLARED PER COMMON SHARE                           $       0.305        $       0.300
                                                              =============        =============

</TABLE>

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

                                      -4-

<PAGE>


                          WASHINGTON GAS LIGHT COMPANY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                             ---------------------------------
                                                             December 31,         December 31,
                                                                1999                 1998
                                                             ---------------------------------
                                                                         (Thousands)
<S>                                                          <C>                  <C>
OPERATING ACTIVITIES
Net income                                                   $     39,779       $       24,915
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
  (USED IN) PROVIDED BY OPERATING ACTIVITIES
   Depreciation and amortization <F1>                              16,956               15,733
   Deferred income taxes--net                                      (2,721)              (3,687)
   Amortization of investment tax credits                            (225)                (231)
   Allowance for funds used during construction                      (254)                (406)
   Loss from agreement to sell utility property (Note 2)               --                3,300
   Other noncash charges--net                                      (3,485)               3,626
                                                             ------------         ------------
                                                                   50,050               43,250
CHANGES IN ASSETS AND LIABILITIES
   NET OF ACQUISITIONS AND DISPOSITIONS (Note 2)
   Accounts receivable and accrued utility                       (135,526)             (93,857)
   Gas costs due from/to customers--net                               200                  534
   Storage gas                                                      7,672                4,463
   Other prepayments--principally taxes                              (822)              (1,575)
   Accounts payable                                                (7,864)              21,928
   Wages payable                                                    1,446               (1,658)
   Customer deposits and advance payments                            (618)               2,197
   Accrued taxes                                                   26,862               16,767
   Accrued Interest                                                 8,428                8,396
   Deferred purchased gas costs--net                               18,641               16,621
   Other--net                                                       1,579               (5,292)
                                                             ------------        -------------
       Net Cash (Used in) Provided by Operating Activities        (29,952)              11,774
                                                             -------------       -------------
FINANCING ACTIVITIES
     Common stock issued                                               --               58,577
     Long-term debt issued                                          1,443               26,099
     Long-term debt retired                                          (398)             (11,375)
     Debt issuance costs                                              (55)              (2,248)
     Notes payable--net                                            60,497              (31,907)
     Dividends on common and preferred stock                      (14,505)             (13,452)
                                                             ------------        -------------
       Net Cash Provided by Financing Activities                   46,982               25,694
                                                             ------------        -------------

INVESTING ACTIVITIES
     Capital expenditures                                         (22,436)             (35,864)
     Other investing activities                                    (1,363)                 --
                                                             ------------        -------------
          Net Cash Used in Investing Activities                   (23,799)             (35,864)
                                                             ------------       --------------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS<F2>               (6,769)               1,604
Cash and Cash Equivalents at Beginning of Period                   26,935               17,876
                                                             ------------       --------------
Cash and Cash Equivalents at End of Period                   $     20,166       $       19,480
                                                             ============       ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Income taxes paid                                       $        313       $           16
     Interest paid                                           $      2,344       $        1,834


<FN>
<F1>Includes amounts charged to other accounts.

<F2>Cash  equivalents  are highly  liquid  investments  with a maturity  of three
months or less when purchased.
</FN>

</TABLE>

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

                                      -5-

<PAGE>







                          WASHINGTON GAS LIGHT COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1--GENERAL

         ACCOUNTING MATTERS

         These  notes  are an  integral  part of the  accompanying  consolidated
financial  statements of Washington  Gas Light  Company  (Washington  Gas or the
Company) and its subsidiaries. In the opinion of Washington Gas, these financial
statements,  including the notes hereto,  reflect all adjustments (which include
only normal recurring adjustments) necessary for a fair statement of the results
for the periods  presented.  These financial  statements should be read together
with the  Company's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
September 30, 1999. Certain amounts in financial  statements of prior years have
been reclassified to conform to the presentation of the current year.

         Due to the seasonal  nature of the Company's  business,  the results of
operations  shown do not indicate the expected results for the fiscal year ended
September 30, 2000.

         USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS

         In accordance with generally accepted accounting principles, management
makes estimates and  assumptions  regarding:  1) reported  amounts of assets and
liabilities;  2) disclosure of contingent  assets and liabilities at the date of
the  financial  statements;  and 3) reported  amounts of revenues  and  expenses
during the reporting period. Actual results could differ from those estimates.

NOTE 2--ACQUISITIONS AND DISPOSITIONS

         SHENANDOAH GAS COMPANY

         In  November  1998,  Shenandoah  Gas  Company  (Shenandoah),  a Company
subsidiary,  entered into an  agreement  to sell its natural gas utility  assets
located in West  Virginia.  At that time,  the  Company  recorded  an  estimated
pre-tax  loss of $3.3  million  ($2.1  million  after-tax).  When  the  sale was
consummated in July 1999,  the Company  reduced the pre-tax loss by $0.4 million
for a net pre-tax loss from the  transaction  of $2.9  million,  or $1.8 million
after-tax.

         On September 29, 1999,  the Company's  Board of Directors  authorized a
merger of Shenandoah  into  Washington Gas to form a single  corporation for the
regulated  distribution of natural gas. On October 5, 1999, the Company filed an
application  with the State  Corporation  Commission  of Virginia (SCC of VA) to
begin the merger  process.  The SCC of VA issued an order on  December  22, 1999
that approved the merger request,  but required that separate accounting records
be maintained for the Shenandoah  division until the Company files,  and the SCC
approves,  a plan for the merger of the tariffs for Washington Gas Light Company
and  Shenandoah.   In  the  interim,   the  Company  must  continue  to  fulfill
longstanding  regulatory reporting requirements for Washington Gas Light Company
and Shenandoah as separate entities.

                                      -6-
<PAGE>

NOTE 3--LONG TERM DEBT

         INTEREST RATE HEDGES AND DEBT ISSUANCES

         At December 31, 1999, the Company had no interest rate hedge agreements
outstanding in connection  with planned  issuances of Medium-Term  Notes (MTNs).
However, at December 31, 1998, the Company had one interest rate hedge agreement
outstanding.  The  Company  accounts  for its  hedging  agreements  as hedges of
anticipated  transactions in accordance  with Statement of Financial  Accounting
Standards No. 80, Accounting for Futures Contracts.

         During  October  1998,  the Company  issued $25 million of 10-year MTNs
with a coupon rate of 5.49  percent.  During June 1998,  in order to lock in the
Treasury  yield for this  issuance,  the Company  entered into an agreement that
reflected a forward sale of $24.9  million of 10-year U.S.  Treasury  notes at a
fixed price. The Company unwound its hedge position concurrent with the issuance
of the  above-mentioned  $25 million of MTNs.  The $2.1 million that the Company
paid  associated  with the  settlement  of this hedge  agreement was recorded to
unamortized  debt issuance costs in October 1998 and is being amortized over the
life of the MTNs. The effective cost of the debt was 6.74 percent.

         During  September  1998, in order to lock in the Treasury  yield for an
anticipated $39 million MTN issuance  related to the refunding of $39 million of
8 3/4 percent First  Mortgage  Bonds in July 1999,  the Company  entered into an
agreement  that  reflected  the  forward  sale of $40  million of  10-year  U.S.
Treasury notes at a fixed price to be paid on July 1, 1999. The Company  unwound
its hedge position  concurrent with the issuance of $50 million of MTNs in early
July 1999. The Company  received $2.0 million  associated with the settlement of
this hedge  agreement,  which it  recorded as a reduction  to  unamortized  debt
issuance  costs.  This benefit is being amortized over the life of the MTNs. The
effective cost of the debt was 6.31 percent.

NOTE 4--COMMON STOCK, PREFERRED STOCK, AND EARNINGS PER SHARE

         SALE OF COMMON STOCK

         On November 12, 1998, the Company  publicly  offered two million shares
of common stock at $25.0625 per share.  On November 18, 1998,  the  underwriters
involved in the  offering  exercised  their  option to  purchase  an  additional
300,000  shares from the Company at the same price per share.  Net proceeds from
the sale  amounted to $55.7  million, and were being used for general  corporate
purposes, including capital expenditures and working capital requirements.

         EARNINGS PER SHARE

         Basic  earnings  per share (EPS) is  computed  by  dividing  net income
applicable  to common  stock by the  weighted-average  number  of common  shares
outstanding  during the reported  period.  Diluted EPS assumes the conversion of
convertible  preferred  stock and the  issuance  of common  shares  pursuant  to
stock-based  compensation  plans at the beginning of the applicable  period. The
following  table  shows the  computation  of basic and diluted EPS for the three
months ended December 31, 1999 and 1998, respectively.

                                      -7-
<PAGE>

<TABLE>
<CAPTION>
                                                                   Net                           Per Share
                                                                  Income           Shares          Amount
                                                                ---------          ------        ---------
                                                                    (Thousands, Except Per Share Data)
<S>                                                              <C>             <C>            <C>
For the Three Months Ended December 31, 1999
- --------------------------------------------
      Basic EPS:
           Net Income Applicable to Common Stock                 $39,446         46,467         $0.85

           Effect of Dilutive Securities:
               $4.60 and $4.36 Convertible Preferred Stock,
               Assuming Conversion on October 1, 1999                  3             27

           Stock-Based Compensation Plans                              -             48
                                                                 -------         ------         ------

      Diluted EPS:
           Net Income Applicable to Common Stock
                   Plus Assumed Conversions                      $39,449          46,542        $0.85
                                                                 =======          ======        =====

For the Three Months Ended December 31, 1998
- --------------------------------------------
      Basic EPS:
           Net Income Applicable to Common Stock                 $24,582          45,038        $0.55

           Effect of Dilutive Securities:
               $4.60 and $4.36 Convertible Preferred Stock,
               Assuming Conversion on October 1, 1998                  3              26
                                                                 -------          ------        -----
      Diluted EPS:
           Net Income Applicable to Common Stock
                   Plus Assumed Conversions                      $24,585          45,064        $0.55
                                                                 =======          ======        =====

</TABLE>

         PREFERRED STOCK REDEMPTION

         On December 29, 1999,  the Company  notified  the  stockholders  of its
$4.36  convertible  series  preferred  stock  and its $4.60  convertible  series
preferred  stock that the Board of Directors of Washington Gas Light Company had
voted to redeem all outstanding  shares of its  convertible  stock at a price of
$100 per share on February 1, 2000.  For both  series of  convertible  preferred
stock,  stockholders  of record on January 11, 2000 had the option of  accepting
the $100 cash  redemption  value or converting  their shares into Washington Gas
Light Company  common  stock.  Each share of the $4.36  preferred  stock and the
$4.60   preferred  stock  could  be  converted  into  10.29  and  11.39  shares,
respectively,  of Washington Gas Light Company common stock.  Fractional  shares
were  converted  to cash based on the value of the  preferred  stock on the date
that the preferred stock  certificates  were received by the Company's  transfer
agent.  Both series of convertible  preferred stock were redeemed on February 1,
2000 as shown in the following table.

                                      -8-
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                 <C>               <C>
                                                                    $4.36 Series      $4.60 Series
                                                                    ------------      ------------

                  Conversions:
                  -----------
                        Preferred Stock Converted                       1,067               382
                        Common Stock Issued                            10,670             4,202
                        Cash Paid for Fractional Shares             $   1,482          $    638

                  Redemptions:
                  -----------
                        Preferred Stock Redeemed                          779               174
                        Total Redemption Cost                       $  77,900          $ 17,400

</TABLE>

NOTE 5--STOCK-BASED COMPENSATION

         The Company  periodically  provides  compensation in the form of common
stock to keyemployees and Company directors.  In February 1999, the shareholders
approved  the 1999  Incentive  Compensation  Plan (1999  Plan)  that  allows the
Company to grant up to  1,000,000  shares of common  stock to  officers  and key
employees, linked to the achievement of performance goals.

         On October 1, 1999,  the  Company  granted  90,253  nonqualified  stock
options  and 33,622  performance  shares to  officers  under the 1999  Plan,  in
addition to those options and performance  shares that were  previously  granted
earlier in 1999.  The stock options vest three years after the date of the grant
and expire on the tenth  anniversary of the grant date.  Since the stock options
were granted at the fair market value of the Company's  stock on the grant date,
no compensation expense was recognized.

         The performance shares granted on October 1, 1999 will vest three years
after the date of grant. At the end of the vesting  period,  the ultimate number
of performance shares issued, if any, to the recipients will require the Company
to achieve performance goals for total shareholder return relative to a selected
peer company group. In accordance with Accounting  Principals  Board Opinion No.
25, Accounting for Stock Issued to Employees,  the Company recognizes  estimated
compensation expense ratably over the vesting periods of the performance shares.

NOTE 6--OPERATING SEGMENT REPORTING

         The Company reports four operating  segments:  1) regulated utility; 2)
energy  marketing;   3)  heating,   ventilating  and  air  conditioning   (HVAC)
activities; and 4) customer financing.

         With over 95 percent of the Company's  assets,  the  regulated  utility
segment is the Company's core business.  The regulated  utility segment provides
regulated  gas  distribution  services  (including  the purchase and delivery of
natural  gas,  meter  reading,   responding  to  customer  inquiries,  and  bill
preparation),  to  customers  in  metropolitan  Washington,  D.C.  and  parts of
Maryland and Virginia.  The energy marketing  segment sells natural gas directly
to  customers,  both  inside  and  outside  the  Company's  traditional  service
territory,  in competition  with  unregulated  gas  marketers.  The HVAC segment
designs,  renovates  and  services  mechanical  heating,   ventilating  and  air
conditioning  systems for commercial  and  residential  customers.  The customer
financing  segment  provides  financing  for  consumer  purchases of natural gas
appliances  and  energy-related  equipment.  Operating  segment  information  is
presented in the following table.

                                      -9-
<PAGE>


<TABLE>
<CAPTION>
                                                                  Non-Utility Operations
                                                      --------------------------------------------------------

                                        Regulated      Energy               Customer     Other       Total       Elim.
                                        Utility       Marketing  HVAC       Financing  Activities  Non-Utility   Other  Consolidated
                                        --------------------------------------------------------------------------------------------
<S>                                     <C>           <C>        <C>        <C>        <C>         <C>         <C>      <C>
Three Months Ended December 31, 1999
- ------------------------------------
     Total Revenues                     $  310,516    $43,754    $10,220    $   576    $  500      $55,050     $    -    $   365,566
     Depreciation and Amortization          15,965          7        143         -         -           150          -         16,115
     Operating Expenses                    223,051     42,820      8,746        209       224       51,999          -        275,050
     Income Tax Expense                     22,484        382        512        126       103        1,123         105        23,712
     Net Interest Expense                   10,572         -          56         41         1           98          -         10,670
     Net Income (Loss)                      38,444        545        763        200       172        1,680        (345)       39,779
     Total Assets                        1,808,907     40,296     21,565      9,586       319       71,766      10,953     1,891,626
     Capital Expenditures                   22,314         26         96        -          -           122          -         22,436


Three Months Ended December 31, 1998
- ------------------------------------
     Total Revenues                     $  297,349    $23,188    $ 6,979    $   995    $  364      $31,526     $    -     $  328,875
     Depreciation and Amortization          14,305          7         39         -         -            46          -         14,351
     Operating Expenses                    232,417     23,739      6,557        491       402       31,189          -        263,606
     Income Tax Expense (Benefit)           15,123       (195)       139        179       (14)         109        (426)       14,806
     Net Interest Expense                    9,877         -          60         41         3          104          -          9,981
     Net Income (Loss)                      25,627       (363)       184        284       (27)          78        (790)       24,915
     Total Assets                        1,750,937     24,854     12,716      4,033       692       42,295      (2,315)    1,790,917
     Capital Expenditures                   35,512         -         352        -          -           352          -         35,864

</TABLE>
                                      -10-
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS.

         Certain  matters  discussed  in  this  report,   excluding   historical
information,  include  forward-looking  statements.  Words,  including,  but not
limited  to,  "estimates,"  "expects,"   "anticipates,"  "intends,"  "believes,"
"plans," and variations of these words, identify forward-looking statements that
involve uncertainties and risks.

         These  statements are necessarily  based upon various  assumptions with
respect to the  future,  including:  1)  economic,  competitive,  political  and
regulatory  conditions and developments;  2) capital and energy commodity market
conditions;  3)  changes  in  relevant  laws  and  regulations,  including  tax,
environmental  and employment laws and regulations;  4) weather  conditions;  5)
legislative,  regulatory  and  judicial  mandates and  decisions;  6) timing and
success  of  business  and  product   development   efforts;   7)  technological
improvements;  8) the pace of deregulation efforts and the availability of other
competitive  alternatives;  9) estimates of future costs or the effect on future
operations  as a result of events  that  could  result  from the Year 2000 issue
described herein; and 10) other uncertainties.  Such uncertainties are difficult
to predict  accurately and are generally  beyond the Company's  direct  control.
Accordingly,  while it believes that the assumptions are reasonable, the Company
cannot ensure that all expectations and objectives will be realized. Readers are
urged to use care and consider the risks,  uncertainties  and other factors that
could affect the  Company's  business as described in this  Quarterly  Report on
Form 10-Q. All forward-looking  statements made in this Quarterly Report on Form
10-Q rely upon the safe harbor protections provided under the Private Securities
Litigation Reform Act of 1995.

         This  management's  discussion  should be read in conjunction  with the
Company's Consolidated Financial Statements and Notes thereto.

RESULTS OF OPERATIONS

         THREE MONTHS ENDED DECEMBER 31, 1999 VS. DECEMBER 31, 1998

         Earnings
         --------

         For the quarter  ended  December 31,  1999,  net income  applicable  to
common stock was $39.4 million, or $14.9 million higher than the results for the
same period last year.  Basic and diluted earnings per average common share were
$0.85,  compared  to  $0.55  per  average  common  share  last  year.  Increased
deliveries to firm customers,  primarily  attributable to more favorable weather
conditions and an increase in customers this year,  caused net utility  revenues
to increase  by $6.6  million or $0.09 per  average  common  share over the same
quarter  last  year.  An $11.6  million  or 21.6  percent  reduction  in utility
operation and maintenance  expenses in the current quarter enhanced earnings per
share by $0.16 over the same quarter last year. In addition, the Company's three
major non-utility operations contributed $0.03 per average common share, a $0.03
improvement  over the quarter ended  December 31, 1998.  Results for the quarter
ended December 31, 1998 included a $2.1 million ($0.05 per average common share)
nonrecurring  net loss from the disposal of a  subsidiary's  natural gas utility
assets located in West Virginia.  Additional  shares  outstanding in the current
quarter caused earnings per average common share to be $0.03 lower than the same
quarter last year.

         Net Revenues
         ------------

          Net  revenues  for the current  period  increased by $6.6 million (5.2
percent) from the same  period last  year  to  $133.9  million. This improvement
caused  earnings  per  average  common  share to rise  by $0.09 over the quarter
ended December 31, 1998. The following table compares gas sales and

                                      -11-
<PAGE>

deliveries, degree days, and customer meter information for the quarters ended
December 31, 1999 and 1998.

<TABLE>
<CAPTION>
                                                                                       Three Months Ended
                                                                                           December 31,
                                                                                      --------------------
                                                                                        1999         1998
                                                                                      -------      -------
<S>                                                                                   <C>          <C>
Gas Sales and Deliveries  (thousands of therms)

    Firm
       Gas Sold and Delivered                                                         284,210      292,096
       Gas Delivered for Others                                                        69,263       32,334
                                                                                      -------      -------
                                                                                      353,473      324,430
    Interruptible                                                                     -------      -------
       Gas Sold and Delivered                                                           9,417       15,158
       Gas Delivered for Others                                                        74,304       75,070
                                                                                      -------      -------
                                                                                       83,721       90,228
    Electric Generation                                                               -------      -------
       Gas Delivered for Others                                                        25,755       13,453
                                                                                      -------      -------
                Total Deliveries                                                      462,949      428,111
                                                                                      =======      =======
Degree Days

    Actual                                                                              1,295        1,224
    Normal                                                                              1,368        1,376

Customer Meters  (end of period)                                                      863,258      837,974

</TABLE>

         Gas Delivered to Firm Customers

         The level of gas delivered to firm customers is highly sensitive to the
variability of weather,  because a large portion of the Company's  deliveries of
natural gas is used for space heating.  The Company's  rates are based on normal
weather. Currently, the Company has no weather normalization tariff provision in
any of its  jurisdictions.  However,  it does have declining  block rates in its
Maryland  and Virginia  jurisdictions  that reduce the impact on net revenues of
deviations  from normal  weather.  See the  discussion  below under  "Regulatory
Matters"  with  respect to proposed  tariff  changes in Maryland  that include a
weather normalization provision.

         Firm therm deliveries increased by 29.0 million therms (9.0 percent) in
the current  quarter,  reflecting  a 3.0 percent  rise in the number of customer
meters and a 5.8 percent increase in heating degree days over last year. Weather
for the three months ended  December 31, 1999 was 5.3 percent warmer than normal
while weather for the same period last year was 11.0 percent warmer than normal.
Net revenues  generated  from  delivering gas for others are equivalent on a per
unit basis to those earned on bundled gas  services,  or  transactions  in which
customers  purchase both the natural gas commodity and the  associated  delivery
service from the Company. Therefore, the Company does not experience any loss of
margins  from  customers  that choose to purchase  their gas from a  third-party
supplier.

         Gas Delivered to Interruptible Customers

         Deliveries to interruptible customers during the quarter ended December
31, 1999  decreased  by 6.5 million  therms or 7.2 percent  from the same period
last year, because of decreased demand from interruptible  customers. The effect
on net income of changes in  delivered  volumes and prices to the  interruptible
class is  minimized by  margin-sharing  arrangements  embedded in the  Company's

                                      -12-
<PAGE>

interruptible  rate  design.  Under these  arrangements,  the Company  applies a
majority of the margins earned on interruptible gas sales and deliveries to firm
customers' rates.  This occurs once the Company reaches a pre-established  gross
margin  threshold  or  occurs in  exchange  for  shifting  many  fixed  costs of
providing service from the interruptible to the firm class.

         Gas Delivered for Electric Generation

         The Company sells and/or delivers gas to two companies that use natural
gas to fuel their  electric  generation  facilities  in Maryland.  Deliveries to
these  customers in the current  quarter  increased by 12.3 million therms (91.4
percent)  over the same  period  last year.  The  Company  shares a  significant
majority of the margins earned on deliveries of gas to these customers with firm
customers and,  therefore,  changes in volumes delivered between periods have an
immaterial effect on net revenues and net income.

         Other Utility Operating Expenses
         --------------------------------

         Operation  and  maintenance  expenses  decreased  $11.6  million  (21.6
percent) from the prior year's  levels.  This  reduction  improved  earnings per
average common share by $0.16 over the same quarter of last year.  Labor-related
expenses  applicable to pension and  postretirement  medical and life  insurance
benefits  fell by  approximately  $2.6  million in the current  quarter from the
prior year's level.  Similar favorable  variations in these benefit expenses are
expected for the  remaining  quarters of fiscal year 2000.  Other impacts in the
current  quarter  include  $1.5  million of lower  technology  expenses and $1.0
million of lower advertising expenses.  The current quarter reflects the absence
of some expenses that are likely to be delayed until subsequent  quarters of the
current fiscal year. Although operation and maintenance  expenses for subsequent
quarters  of the  current  fiscal  year are likely to be higher than the quarter
just  completed,  the Company  anticipates  that such expenses for all of fiscal
year 2000 will be less than the level incurred for all of fiscal year 1999.

         Depreciation and amortization  increased by $1.7 million (11.6 percent)
in  the  current  quarter  because  of the  Company's  increased  investment  in
property, plant and equipment.  This caused earnings per average common share to
fall by $0.02 when  compared  to the same  quarter  last year.  Included in this
increase  is $1.0  million  of  amortization  related  to the  completion  of an
enterprise-wide  software  system  in  fiscal  year  1999.  Going  forward,  the
quarterly   amortization   associated   with  this  system  should  continue  to
approximate this amount.

         Income taxes,  including  amounts  reflected in  Non-Utility  Operating
Results and Other Income (Expenses)--Net,  increased by $8.9 million,  primarily
due to higher pre-tax income  generated this quarter.  The effective  income tax
rates were 37.35 percent and 37.28 percent for the first fiscal quarters of 2000
and 1999, respectively.

         Non-Utility Operating Results
         -----------------------------

         The Company has three primary unregulated operating segments: 1) energy
marketing; 2) heating,  ventilating and air conditioning (HVAC); and 3) customer
financing.  The  results  from  those  operations,  plus  the  impact  of  other
incidental  unregulated  activities  increased after-tax net operating income by
$1.6  million  from the same  period  last year to $1.8  million for the quarter
ended  December  31,  1999.  Earnings  per average  common  share  derived  from
non-utility  activities  were  $0.04  in  the  current  quarter.  There  was  no
contribution  to earnings per share from these  activities  in the quarter ended
December 31, 1998.  The following  table compares the financial  results,  after
taxes and interest expense,  from non-utility  activities for the quarters ended
December 31, 1999 and 1998.

                                      -13-
<PAGE>



             Net Income (Loss) Applicable to Non-Utility Activities


<TABLE>
<CAPTION>
                                                                         Three Months Ended December 31,
                                                                         -------------------------------
                                                                          1999                     1998
                                                                         ------                   -----
                                                                                  (Thousands)
<S>                                                                      <C>                      <C>
                  Energy Marketing                                       $  545                   $(363)
                  HVAC                                                      763                     184
                  Customer Financing                                        200                     284
                  Other Non-Utility                                         172                     (27)
                                                                         ------                   -----
                  Total                                                  $1,680                   $  78
                                                                         ======                   =====
</TABLE>

         Energy Marketing

         The Company's retail energy marketing subsidiary, Washington Gas Energy
Services  (WGEServices),  sells  natural  gas in  competition  with  unregulated
marketers and unregulated  subsidiaries of other utility companies.  WGEServices
continued to expand rapidly as the subsidiary sold 13.4 billion cubic feet (bcf)
of gas in the current quarter,  an increase of 76.9 percent from 7.6 bcf sold in
the first quarter of fiscal year 1999. Approximately 25 percent of the total gas
sold by  WGEServices  in each  quarter  were sold to  customers  who do not take
delivery  service from the  regulated  utility.  Revenues  increased  from $23.2
million in the quarter  ended  December 31, 1998 to $43.8 million in the quarter
ended December 31, 1999, an 88.7 percent increase.  Improvements in revenues and
net income for the energy marketing segment were due primarily to the continuing
growth of  WGEServices'  customer  base and an  increase  in the  proportion  of
customers who are billed on the basis of their monthly usage as contrasted  with
a fixed  monthly  bill.  Results of energy  marketing  for the  quarter  are not
necessarily representative of the results that should be expected for the entire
fiscal  year  due to  seasonal  usage  differences  and the  level  of  customer
acquisition costs that may be incurred as this business segment grows.

         HVAC

         The HVAC segment designs,  renovates and services  mechanical  heating,
ventilating  and  air  conditioning   systems  for  commercial  and  residential
customers.  Revenues  derived from the Company's HVAC activities  increased from
$7.0  million in the quarter  ended  December  31, 1998 to $10.2  million in the
quarter ended December 31, 1999, a 46.4 percent increase. The improvement by the
HVAC  segment  is  attributable  to  the  commercial  portion  of  this  segment
undertaking   large   installations  at  an  increasing   number  of  customers'
facilities.  The  results  for HVAC also  include  an  immaterial  loss from the
Company's  investment  in  Primary  Investors,   LLC  (Primary   Investors),   a
residential and light  commercial HVAC entity in which the Company acquired a 50
percent interest in August 1999. The net loss at Primary  Investors results from
the  incurrence  of start-up  costs  necessary to integrate  the companies it is
acquiring.  For fiscal year 2000, the Company anticipates that its investment in
Primary Investors will be accretive to its earnings.

         Customer Financing

         The  customer   financing  segment  provides   financing  for  consumer
purchases of natural gas appliances  and  energy-related  equipment.  Net income
from customer financing  decreased $84,000 in the current quarter due to a lower
volume of  contracts  sold by the  Company  to banks and higher  interest  rates
charged by the banks to the Company.

                                      -14-
<PAGE>

         Interest Expense

         Total  interest  expense  increased by $689,000  (6.9 percent) from the
same period last year, reflecting the following changes:

      Composition of the Changes in Interest Expense:

<TABLE>
<CAPTION>

                                                                                          Increase/(Decrease)
                                                                                          -------------------
                                                                                              (Thousands)
<S>                                                                                             <C>
                  Long-Term Debt                                                                $(264)
                  Short-Term Debt                                                                 860
                  Other                                                                            93
                                                                                                -----
                     Total                                                                      $ 689
                                                                                               ======

</TABLE>

         The  decrease in interest on long-term  debt of $264,000 was  primarily
due  to a  $1.1  million  decline  in  the  average  amount  of  long-term  debt
outstanding  and a decrease of 0.21  percentage  points in the  weighted-average
cost of such debt. The embedded cost of long-term  debt  outstanding at December
31,  1999 was 6.8  percent.  The  increase in  interest  on  short-term  debt of
$860,000  was due to a $48.7  million rise in the average  amount of  short-term
debt   outstanding   and  an   increase  of  0.57   percentage   points  in  the
weighted-average cost of such debt.

LIQUIDITY AND CAPITAL RESOURCES

         SHORT-TERM CASH REQUIREMENTS AND RELATED FINANCING

         The  Company's  business  is highly  weather  sensitive  and  seasonal.
Approximately 75 percent of the Company's therms delivered (excluding deliveries
for electric  generation)  occur in the first and second fiscal  quarters.  This
weather  sensitivity  causes short-term cash requirements to vary  significantly
during  the year.  Cash  requirements  peak in the fall and winter  months  when
accounts  receivable,  accrued  utility  revenues and storage gas are at or near
their  highest  levels.  After the  winter  heating  season,  these  assets  are
converted  into  cash  and are used to  liquidate  short-term  debt and  acquire
storage gas for the subsequent heating season.

         At December 31, 1999, the Company had notes payable outstanding,  which
consist of bank loans and  commercial  paper,  of $173.6  million as compared to
$113.1  million at  September  30,  1999.  The  increase in notes  payable  from
September  1999 was primarily  due to the Company's  increased use of short-term
debt to finance the seasonal increase in accounts receivable and accrued utility
revenues from normal levels.

         LONG-TERM CASH REQUIREMENTS AND RELATED FINANCING

       To fund  construction  expenditures and other capital  requirements,  the
Company  draws upon both  internal and external  sources of cash.  The Company's
ability to generate  adequate cash internally  depends upon a number of factors,
including  the  timing and amount of rate  increases  received  and the level of
therm  deliveries.  The Company's  last  significant  base rate increase  became
effective in December 1994. The number of customer meters and the variability of
the  weather  from  normal  levels  significantly  affect  the  level of  therms
delivered.

                                      -15-
<PAGE>

         CASH FLOW FROM OPERATING ACTIVITIES

         Net cash used in operating  activities totaled $30.0 million during the
first  three  months of fiscal year 2000  compared to $11.8  million of net cash
provided by operating  activities for the same period last year. The decrease in
cash from operating activities was primarily the result of: 1) higher funds used
to support  accounts  receivable  and  accrued  utility  revenues as a result of
increased  therm  deliveries due to a greater number of heating degree days; and
2) a decrease in the source of cash reflected in accounts payable primarily as a
result of increased gas prices during the current quarter.  Partially offsetting
these uses of cash were:  1) an increase in net income,  adjusted  for  non-cash
items;  and 2) an increase in accrued  taxes,  primarily  due to higher  taxable
income.

         CASH FLOW FROM FINANCING ACTIVITIES

         During  the first  three  months of fiscal  year  2000,  there  were no
issuances or  redemptions  of common  stock.  Last year $55.7 million was raised
through the sale of 2.3 million shares of common stock,  and an additional  $2.9
million was raised from shares  issued  through the  Dividend  Reinvestment  and
Common Stock  Purchase  Plan and the Employee  Savings Plans for the same period
last year.

         Through the quarter ended  December 31, 1998,  the Company  issued $1.4
million of long-term debt related to the funding of construction projects.

         CASH FLOW FROM INVESTING ACTIVITIES

         Capital  expenditures  for the first  three  months of fiscal year 2000
were $22.4 million, on a budget of $125.3 million for fiscal year 2000, compared
to capital  expenditures  of $35.9  million in the first three  months of fiscal
year 1999. The decline was  attributable  to a $4.3 million  decrease in capital
expenditures  associated  with the  Company's  enterprise-wide  software  system
during the first three months of fiscal year 2000, as well as the  completion of
a number of  construction  projects during the first three months of fiscal year
1999.

         Sales of Accounts Receivable
         ----------------------------

         During the three months ended December 31, 1999, the Company sold, with
recourse,  $6.3 million of  non-utility  accounts  receivable,  compared to $7.7
million in the three months ended December 31, 1998.

OTHER FACTORS AFFECTING THE COMPANY

         Corporate Structure

         In December 1999, Washington Gas Light Company announced its intention,
subject to receipt of the  necessary  approvals,  to  reorganize  its  corporate
structure to form a holding  company known as WGL Holdings,  Inc. As a result of
the  reorganization,  WGL  Holdings,  Inc.  would be a "public  utility  holding
company" under the Public Utility  Holding  Company Act of 1935.  Washington Gas
Light  Company  is  taking  the  necessary   steps  to  obtain   regulatory  and
shareholders'  approvals  and  filed  an S-4  registration  statement  with  the
Securities and Exchange Commission on February 2, 2000. Under the new structure,
Washington Gas Light Company, as the regulated utility,  and the subsidiaries it
currently  holds,  would each operate as separate  subsidiaries of WGL Holdings,
Inc.  Washington  Gas Light  Company will  continue to operate as the  regulated
local  natural  gas  distribution   company

                                      -16-

<PAGE>

throughout the Washington, D.C. metropolitan region. At the March 3, 2000 Annual
Meeting, shareholders of record on January 13, 2000 will vote on this proposal.

         REGULATORY MATTERS

         On  January  6,  2000,  the  Company  announced  that it filed with the
Maryland  Public  Service  Commission an agreement that will, if approved by the
Commission,  freeze  basic  delivery  rates at the present  levels and  insulate
Maryland  customers from potential rate increases over the next five years.  The
only  adjustments  that may occur will be for  material  changes in costs due to
extraordinary  events such as tax rate changes or new  regulatory  requirements.
The  agreement  also  includes  the  potential  to reduce  customers'  bills and
increase  returns  to  shareholders  through  the  use  of  an  earnings-sharing
mechanism.  In addition,  there is a provision for residential heating customers
that will reduce fluctuations in customers' bills due to the effects of weather.

         YEAR 2000

         The change to the Year 2000 had the  potential to affect the  Company's
software  programs and  computing  infrastructure  that use  two-digit  years to
define the applicable  year,  rather than four-digit  years. As such, they could
have  recognized  a date using "00" as being the year 1900  rather than the year
2000.  That  could  have  resulted  in the  computer  or device  shutting  down,
performing  incorrect  computations  or performing  inconsistently.  Through the
implementation  of its Year 2000  program,  the  Company  continued  to  operate
successfully through the turn of the century and into the New Year.

         The Company is now focusing on the next significant date,  February 29,
and other key dates through the remainder of the year. The Company  continues to
monitor its systems  carefully as programs that run monthly or quarterly go into
operation.  While the  Company's  plans for the  remainder of the year take into
consideration the experience of the year-end date change, it believes  continued
diligence will be required for much of the upcoming  year. The Company  believes
it is taking all reasonable steps necessary to continue to operate successfully.

         The following  discussion provides a summary of the major components of
the Company's Year 2000 program.

         Business Application Systems
         ----------------------------

         The Company resolved Year 2000 issues surrounding  business-application
systems by  remediating  18 systems to  recognize  the turn of the  century  and
replacing  21  systems  with  new  systems  that  provide  additional   business
management information and recognize four-digit years.

         The Company installed an enterprise-wide  software system that replaced
19 business  application systems,  including its financial,  human resources and
supply chain systems. Two other systems were replaced with systems that were not
included  in  the  enterprise-wide   software  initiative.   These  21  business
applications  represented  approximately  one-half of the  business  application
software code requiring remediation or replacement.

         The Company also replaced or remediated  and tested  critical  end-user
applications (i.e., PC-based databases), as necessary.

                                      -17-
<PAGE>

         Embedded Systems
         ----------------

         The  Company  contacted  all  manufacturers  of the  components  of its
embedded  systems that it identified  during a comprehensive  inventory as being
critical or important to its operations.  Based on information provided by those
manufacturers,   approximately  3  percent  of  the  date-sensitive   components
identified  by the  Company  were  non-compliant.  All  critical  and  important
components were remediated, tested and placed back into production.

         Vendor and Supplier Relationships
         ---------------------------------

         The Company  contacted in writing or through  face-to-face  discussions
all vendors and suppliers of products and services  that it considered  critical
or important to its operation.  Those contacts included  providers of interstate
transportation   capacity  and  storage,   natural  gas   suppliers,   financial
institutions and electric,  telecommunications and water companies.  The Company
did not  identify  any  disruptions  by those  suppliers,  or their  products or
services, associated with the transition to the Year 2000.

         Independent Verification and Validation
         ---------------------------------------

         The company worked with external consultants to verify and validate the
Company's Year 2000 remediation and replacement  strategies and results for both
business applications and embedded systems.

         Customer Communications
         -----------------------

         The  Company  informed  its  major  interruptible  customers  about the
potential  vulnerability  of embedded  boiler and plant control  systems.  These
customers were advised to assess the need for remediation  and/or replacement of
these  systems as part of their Year 2000  programs to ensure  their  ability to
switch to an  alternate  fuel  source,  as  required by  applicable  tariffs and
contracts,  if  called  on to do so.  The  Company  required  its  interruptible
customers to switch to their  alternate  fuel sources on the morning of December
31, 1999. Once the Company had successfully transitioned into the new millennium
and confirmed that its natural gas suppliers and transporters were continuing to
operate successfully, the Company notified its interruptible customers that they
could resume  natural gas usage.  No other  planned or  unplanned  interruptions
associated with the transition to the Year 2000 have occurred.

         In addition,  the Company  explained its Year 2000 efforts to customers
through  individual,  community  and  association  presentations;  responses  to
written  inquires;  brochures  mailed to customers  that explained the Company's
program; and its website.

         Other customers were advised of the potential effects of the transition
to the Year 2000 through a variety of consumer outreach and educational forums.

         Business Continuity Planning
         ----------------------------

         As part of its normal business practice, the Company maintains plans to
follow during emergency circumstances. These plans were used as a basis to build
the  Company's   continuity  plan  for  potential  Year  2000-related   problems
associated  with the millennial date change and for other critical dates through
2000.  The Company  managed  specific  Year 2000  continuity  operations  from a
command center during the millennium  change and will continue to do so at other
points in time on an as-needed basis. The Company has informed its employees, as
it did for the millennium  change,  that

                                      -18-
<PAGE>

every employee will be expected to work or be available to work during  the leap
year transition period to address possible effects associated with the
February 29 date change.

         Financial Implications
         ----------------------

         The  following  table  reflects  the  amounts  charged to  expense  and
capitalized  for the quarter ended December 31, 1999 and the fiscal years ending
September 30, 1999, 1998 and 1997 for business-application  systems remediation,
embedded systems replacement, end-user applications remediation and replacement,
independent   verification   and  validation   costs  and  business   continuity
initiatives.

         -----------------------------------------------------------------------
         Business-application systems remediation, embedded systems replacement,
         end-user  applications  remediation  and  replacement,  and independent
         verification and validation
         -----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                   <C>               <C>                <C>               <C>            <C>
         (millions)                   2000              1999               1998              1997           Total
         ---------                    ----              ----               ----              ----           -----

         Expense                      $ -               $2                 $ 1               $1             $ 4
         Capital                      $1                $3                 $ 1               $-             $ 5
</TABLE>

         -----------------------------------------------------------------------
         Business-application software systems replacement
         -----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                   <C>               <C>                <C>               <C>            <C>

         (millions)                   2000              1999               1998              1997           Total
         ---------                    ----              ----               ----              ----           -----
         Expense                      $ -               $ 4                $  4              $ -            $ 8
         Capital                      $ -               $21                $19               $ -            $40

</TABLE>

         The Company does not anticipate  incurring any  significant  additional
Year 2000-related costs.

                                      -19-

<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
               OF THE COMPANY.

         The Company has interest rate risk exposure  related to long-term debt.
Additionally,   the  Company's   subsidiary,   Washington  Gas  Energy  Services
(WGEServices) has price risk exposure related to gas marketing  activities.  For
information regarding the Company's exposure related to these risks, see Item 7A
in the Company's most recently  filed Form 10-K.  The Company's risk  associated
with  interest  rates has not  materially  changed from  September  30, 1999. At
December 31, 1999,  WGEServices' open position was not material to the Company's
financial position or results of operations.

PART II.  OTHER INFORMATION


Item 5. OTHER INFORMATION.

         None.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

27.1       Financial Data Schedule

99.0       Computation of Ratio of Earnings to Fixed Charges

99.1       Computation of Ratio of Earnings to Fixed Charges and Preferred Stock
           Dividends

(b)  Reports on Form 8-K:

       o Washington  Gas Light Company filed a Current Report on Form 8-K, dated
         January 6, 2000,  announcing  that it filed,  with the Maryland  Public
         Service  Commission,  an agreement with the Maryland  Office of Peoples
         Counsel  and  the  Maryland  Public  Service  Commission  Staff  on  an
         incentive  rate plan.  In part,  the agreement  includes  provisions to
         freeze   customer  rates  over  the  next  five  years  along  with  an
         earnings-sharing  mechanism.  The  agreement  is  subject to review and
         approval of the Public Service Commission of Maryland.

       o Washington  Gas  Light  Company  filed a Current  Report on 8-K,  dated
         December  30,  1999,   announcing  its  intention,   pending  necessary
         shareholder  and  regulatory  approvals,  to  reorganize  its corporate
         structure to form a holding company known as WGL Holdings, Inc.

                                      -20-
<PAGE>


                                    Signature

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                    WASHINGTON GAS LIGHT COMPANY
                                                    ----------------------------
                                                           (Registrant)


Date          February 11, 2000                  /s/   Robert E. Tuoriniemi
              -----------------                 --------------------------------
                                                       Robert E. Tuoriniemi
                                                           Controller
                                                 (Principal Accounting Officer)






                                      -21-

<TABLE> <S> <C>

<ARTICLE>                    UT
<LEGEND>

THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
CONSOLIDATED  STATEMENTS OF INCOME,  BALANCE SHEETS AND STATEMENTS OF CASH FLOWS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

</LEGEND>

<MULTIPLIER>                                                      1,000

<S>                                                               <C>
<PERIOD-TYPE>                                                     3-MOS
<FISCAL-YEAR-END>                                                 SEP-30-2000
<PERIOD-START>                                                    OCT-01-1999
<PERIOD-END>                                                      DEC-31-1999
<BOOK-VALUE>                                                      PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                                         1,407,300
<OTHER-PROPERTY-AND-INVEST>                                           1,736
<TOTAL-CURRENT-ASSETS>                                              373,143
<TOTAL-DEFERRED-CHARGES>                                            109,447
<OTHER-ASSETS>                                                            0
<TOTAL-ASSETS>                                                    1,891,626
<COMMON>                                                             46,597
<CAPITAL-SURPLUS-PAID-IN>                                           368,125
<RETAINED-EARNINGS>                                                 294,705
<TOTAL-COMMON-STOCKHOLDERS-EQ>                                      709,427
                                                     0
                                                          28,413
<LONG-TERM-DEBT-NET>                                                507,041 <F1>
<SHORT-TERM-NOTES>                                                   20,614 <F2>
<LONG-TERM-NOTES-PAYABLE>                                                 0
<COMMERCIAL-PAPER-OBLIGATIONS>                                      152,950 <F2>
<LONG-TERM-DEBT-CURRENT-PORT>                                         1,488
                                                 0
<CAPITAL-LEASE-OBLIGATIONS>                                             282
<LEASES-CURRENT>                                                        282
<OTHER-ITEMS-CAPITAL-AND-LIAB>                                      471,411
<TOT-CAPITALIZATION-AND-LIAB>                                     1,891,626
<GROSS-OPERATING-REVENUE>                                           365,566 <F3>
<INCOME-TAX-EXPENSE>                                                 23,607 <F3>
<OTHER-OPERATING-EXPENSES>                                          291,165 <F3>
<TOTAL-OPERATING-EXPENSES>                                          314,772
<OPERATING-INCOME-LOSS>                                              50,794
<OTHER-INCOME-NET>                                                     (345)
<INCOME-BEFORE-INTEREST-EXPEN>                                       50,449
<TOTAL-INTEREST-EXPENSE>                                             10,670
<NET-INCOME>                                                         39,779
                                             333
<EARNINGS-AVAILABLE-FOR-COMM>                                        39,446
<COMMON-STOCK-DIVIDENDS>                                             14,171
<TOTAL-INTEREST-ON-BONDS>                                            10,670 <F4>
<CASH-FLOW-OPERATIONS>                                              (29,952)
<EPS-BASIC>                                                            0.85
<EPS-DILUTED>                                                          0.85
<FN>
<F1>REPRESENTS TOTAL LONG-TERM DEBT INCLUDING $500,700 IN UNSECURED MEDIUM-TERM
NOTES,  $6,965 IN OTHER  LONG-TERM  DEBT AND ($624) IN  UNAMORTIZED  PREMIUM AND
DISCOUNT-NET.
<F2>TOTAL OF SHORT-TERM  NOTES PAYABLE AND COMMERCIAL PAPER TIES
TO BALANCE SHEET  CAPTION  ENTITLED  NOTES  PAYABLE.
<F3> INCLUDES  UTILITY AND NON-UTILITY.
<F4> REPRESENTS TOTAL INTEREST EXPENSE, PER CONSOLIDATED STATEMENTS OF INCOME.
</FN>


</TABLE>


<PAGE>



                                                                    EXHIBIT 99.0


                  WASHINGTON GAS LIGHT COMPANY AND SUBSIDIARIES
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                      Twelve Months Ended December 31, 1999
                                   (Unaudited)

                             (Dollars in Thousands)

<TABLE>
<CAPTION>
<S>                                                                             <C>
FIXED CHARGES
     Interest Expense                                                           $     38,050
     Amortization of Debt Premium, Discount and Expense                                  513
     Interest Component of Rentals                                                        12
                                                                                ------------
         Total Fixed Charges                                                    $     38,575
                                                                                ============

EARNINGS
     Net Income                                                                 $     83,632
         Add:
                Income Taxes Applicable to Utility Operating Income                   45,967
                Income Taxes Applicable to Non-Utility Operating Income                4,927
                Income Taxes Applicable to Other Income (Expenses)--Net                 (411)
                Total Fixed Charges                                                   38,575
                                                                                ------------
         Total Earnings                                                         $    172,690
                                                                                ------------
Ratio of Earnings to Fixed Charges                                                       4.5
                                                                                ============




                                      - 1 -
</TABLE>

<PAGE>




                                                                    EXHIBIT 99.1

                  WASHINGTON GAS LIGHT COMPANY AND SUBSIDIARIES
             COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND
                          PREFERRED STOCK DIVIDENDS
                      Twelve Months Ended December 31, 1999
                                   (Unaudited)

                             (Dollars in Thousands)

<TABLE>
<CAPTION>
<S>                                                                             <C>
PRE-TAX PREFERRED STOCK DIVIDENDS

     Preferred Dividends                                                        $    1,331
     Effective Income Tax Rate                                                      0.3764
     Complement of Effective Income Tax Rate (1 - Tax Rate)                         0.6236

        Pre-Tax Preferred Dividends                                             $    2,134
                                                                                ==========
FIXED CHARGES

     Interest Expense                                                           $   38,050
     Amortization of Debt Premium, Discount and Expense                                513
     Interest Component of Rentals                                                      12
                                                                                ----------
        Total Fixed Charges                                                         38,575
     Pre-tax Preferred Dividends                                                     2,134
                                                                                ----------

        Total                                                                   $   40,709
                                                                                ==========

EARNINGS

     Net Income                                                                 $   83,632

     Add:
         Income Taxes Applicable to Utility Operating Income                        45,967
         Income Taxes Applicable to Non-Utility Operating Income                     4,927
         Income Taxes Applicable to Other Income (Expenses)--Net                      (411)
              Total Fixed Charges                                                   38,575
                                                                                ----------

              Total Earnings                                                    $  172,690
                                                                                ==========

Ratio of Earnings to Fixed Charges and Preferred Stock Dividends                       4.2
                                                                                ==========
</TABLE>


                                      -1-


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