File No. 69-234
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A-2/A
Amendment No. 1
Statement by Holding Company Claiming Exemption under Rule U-3A-2
From the Provisions of the Public Utility Holding Company
Act of 1935
To Be Filed Annually Prior to March 1
WASHINGTON ENERGY COMPANY
MARCH 28, 1995
PAGE 2
File No. 69-234
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2/A
Statement by Holding Company Claiming Exemption Under Rule U-3A-2
from the Provisions of the Public Utility Holding Company Act of 1935
To be Filed Annually Prior to March 1
WASHINGTON ENERGY COMPANY
(Name of Company)
hereby files with the Securities and Exchange Commission, pursu-
ant to Rule U-3A-2, its statement claiming exemption
as a holding company from the provisions of the Public Utility
Holding Company Act of 1935, and submits the following informa-
tion:
1. Name, State of Organization, Location and Nature of Business
of Claimant and Every Subsidiary Thereof, Other Than Any
Exempt Wholesale Generator (EWG) or Foreign Utility Company
In Which Claimant Directly or Indirectly Holds an Interest.
Claimant: Washington Energy Company, organized in the State of
Washington - a holding company owning directly, all of the
outstanding common stock of Washington Natural Gas Company,
Thermal Energy, Inc., ThermRail, Inc., WECO Finance Company,
Washington Energy Gas Marketing Company and Washington Energy
Services Company, and indirectly, the interests in other compa-
nies as described below.
Subsidiaries of Claimant:
Washington Natural Gas Company, a Washington corporation, dis-
tributes natural gas at the retail level in the Puget Sound area
of western Washington.
WNG CAP I, Inc., a Washington corporation, and WNG CAP II,
Inc., a Washington corporation, are wholly owned subsidiar-
ies of Washington Natural Gas Company and were formed to
provide operational flexibility with respect to firm trans-
portation agreements of Washington Natural Gas Company.
Thermal Energy, Inc., a Washington corporation, owns or leases
undeveloped coal and surface rights to undeveloped coal in
Montana.
Thermal Resources, Inc., a Montana corporation, is a
wholly-owned subsidiary of Thermal Energy, Inc. Thermal
Resources, Inc., is a single purpose company that leases
undeveloped coal reserves in Montana to Montco, a partner-
ship controlled by Thermal Energy, Inc.
PAGE 3
ThermRail, Inc., a Washington corporation, was formed to partici-
pate as a partner in the Tongue River Railroad Company. The
purpose of Tongue River Railroad Company is to develop and
operate a rail line to transport coal from future mines in
Montana's Tongue River area to existing east-west rail lines.
Tongue River Holdings, Inc., a Montana corporation, is a
limited partner in Tongue River Railroad Company, a Montana
limited partnership. ThermRail, Inc., owns 87.5% of the
common stock of this corporation.
WECO Finance Company, a Washington corporation, is holder of all
the common stock of Mercer Insurance Company Limited.
Mercer Insurance Company Limited, is a Bermuda domiciled
corporation providing primary liability insurance for Wash-
ington Energy Company and its affiliates.
Washington Energy Services Company, a Washington corporation, was
formed October 1, 1993 to consolidate the appliance sales, energy
efficiency products and home security businesses that previously
were part of both Washington Natural Gas Company and a former
subsidiary of Washington Energy.
Washington Energy Gas Marketing Company, a Washington corpora-
tion, was formed in 1994 to assume certain contractual arrange-
ments excluded from the merger of Washington Energy Resources
Company, the former oil and gas exploration and production
subsidiary of Washington Energy, with a subsidiary of Cabot Oil &
Gas Corporation.
Cabot Oil & Gas Corporation (Cabot), a Delaware corporation
engaged in oil and gas exploration, development and production
operations in various areas of the United States and Canada,
became a subsidiary of the Claimant on May 2, 1994 upon the
merger of Washington Energy Resources Company and Cabot. The
Claimant holds 2,133,000 shares of Cabot Class A common stock and
1,134,000 shares of Cabot 6% convertible voting preferred stock.
The Claimant thus holds approximately 16.6% of Cabot's total
voting securities.
PAGE 4
2. A Brief Description of the Properties of Claimant and Each
of its Subsidiary Public Utility Companies Used for the
Generation, Transmission and Distribution of Electric Energy
for Sale, or for the Production and Distribution of Natural
or Manufactured Gas, Indicating the Location of Principal
Generating Plants, Transmission Lines, Producing Fields,
Manufacturing Plants and Electric and Gas Distribution
Facilities, Including all Such Properties Which are Outside
the State in Which Claimant and its Subsidiaries are Orga-
nized and all Transmission or Pipelines Which Deliver or
Receive Electric Energy or Gas at the Borders of Such State.
Claimant: None.
Subsidiary Public Utility Companies: The property of Wash-
ington Natural Gas Company (the only subsidiary public utility
company) consists essentially of an underground natural gas
distribution system and associated facilities owned in fee
in 65 cities and towns (principally Seattle and Tacoma) and
parts of five counties in the Puget Sound region of the State of
Washington.
3. The Following Information for the Last Fiscal Year (Year
Ended September 30, 1994) With Respect to Claimant and Each
of Its Subsidiary Public Utility Companies:
(a) Number of Kwh of electric energy sold (at retail or
wholesale) and Mcf of natural or manufactured gas
distributed at retail.
Claimant: None.
Washington Natural Gas Company: a total of 75,717,800 Mcf,
adjusted to 1,000 Btu, of natural gas was sold at retail
during the year ended September 30, 1994.
(b) Number of Kwh of electric energy and Mcf of natural or
manufactured gas distributed at retail outside the
state in which each such company is organized.
Claimant: None.
(c) Number of Kwh of electric energy and Mcf of natural or
manufactured gas sold at wholesale outside the state in
which each such company is organized, or at the state
line.
Claimant: None.
Washington Natural Gas Company: a total of 27,070,700 Mcf
of natural gas was sold at wholesale outside or at the state
line of Washington State during the year ended September 30,
1994.
PAGE 5
(d) Number of Kwh of electric energy and Mcf of natural or
manufactured gas purchased outside the state in which
each such company is organized or at the state line.
Claimant: None.
Washington Natural Gas Company: a total of 99,802,900 Mcf,
adjusted to 1,000 Btu of natural gas, was purchased outside
or at the state line of Washington State during the year
ended September 30, 1994.
4. The Following Information for the Reporting Period (Year
Ended September 30, 1994) With Respect to Claimant and Each
Interest It Holds Directly or Indirectly in an EWG or a
Foreign Utility Company, Stating Monetary Amounts in United
States Dollars:
(a) Name, location, business address and description of the
facilities used by the EWG or foreign utility company
for the generation, transmission and distribution of
electric energy for sale or for the distribution at
retail of natural or manufactured gas.
Claimant: None, claimant does not hold any interest either
directly or indirectly in an EWG or foreign utility company.
(b) Name of each system company that holds an interest in
such EWG or foreign utility company; and description of
the interest held.
Claimant: None.
(c) Type and amount of capital invested, directly or indi-
rectly, by the holding company claiming exemption; any
direct or indirect guarantee of the security of the EWG
or foreign utility company by the holding company
claiming exemption; and any debt or other financial
obligation for which there is recourse, directly or
indirectly, to the holding company claiming exemption
or another system company, other than the EWG or for-
eign utility company.
Claimant: None.
(d) Capitalization and earnings of the EWG or foreign
utility company during the reporting period.
Claimant: None.
(e) Identify any service, sales or construction contract(s)
between the EWG or foreign utility company and a system
company, and describe the services to be rendered or
goods sold and fees or revenues under such agree-
ment(s).
Claimant: None.
PAGE 6
EXHIBIT A
A consolidating statement of income and surplus of Washington
Energy Company and its subsidiary companies for the last fiscal
year, together with a consolidating balance sheet of Washington
Energy Company and its subsidiary companies as of the close of
such fiscal year. Filed herewith as Exhibit 99.1.
The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on the 28th day
of March 1995.
WASHINGTON ENERGY COMPANY
(Name of Claimant)
(CORPORATE SEAL)
By /s/ William P. Vititoe
William P. Vititoe
Chairman of the Board,
Chief Executive
Officer and President
Attest:
By /s/ T. J. Hogan
T. J. Hogan, Corporate Secretary
Name, title and address of officer to whom notices and correspon-
dence concerning this statement should be addressed:
William P. Vititoe, Chairman
of the Board, Chief Executive
Officer and President
Washington Energy Company
815 Mercer Street
P. O. Box 1869
Seattle, Washington 98111
EXHIBIT B
A Financial Data Schedule. Filed herewith as Exhibit 27.
PAGE 7
EXHIBIT C
An organizational chart showing the relationship of each EWG or
foreign utility company to associate companies in the holding-
company system. Filed herewith as Exhibit 99.2
<TABLE> <S> <C>
<ARTICLE> OPUR3
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-END> SEP-30-1994
<PERIOD-TYPE> YEAR
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,030,494
<TOTAL-OPERATING-REVENUES> 432,025
<NET-INCOME> (45,646)
</TABLE>
PAGE 1
<TABLE>
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Statement of Income and Retained Earnings Page 1 of 9
For the 12 Months Ended September 30, 1994
(in thousands)
<S> <C> <C> <C> <C>
Washington Washington
Washington Natural Gas Thermal Energy
Energy Company Energy, Inc. Resources Co.
Company Consolidated Consolidated Consolidated (1)
Operating revenues $ $ 396,408 $ $
Operating expenses
Purchases of gas 223,502
Utility operations and maintenance 78,348
Other operations 1,552 3,423 61
Depreciation, depletion and
amortization 30,901
General taxes 13 41,169
Federal income taxes (3,159) (4,878) (626)
Total operating expenses (1,594) 372,465 (565)
Operating income (loss) 1,594 23,943 565
Other income (expense)
Pre-tax loss on merger of subsidiary (6,304)
Federal income taxes on merger of subsidiary (23,711)
Preferred dividend requirement-WNG (3,970)
Other, net (6,165) (2,067) (1,721)
Gross income (loss) (38,556) 21,876 565 (1,721)
Interest charges 7,090 30,118 1,728
Income (loss) from continuing operations (45,646) (8,242) (1,163) (1,721)
Loss from discontinued operations
Net income (loss) (45,646) (8,242) (1,163) (1,721)
Retained earnings beginning of period 8,457 48,094 3,382 1,681
Excess premium, preferred redemption 673 798
Adjustment for disposition of subsidiaries 40
Dividends - preferred stock 9 3,979
- common stock 23,468 16,937
Retained earnings end of period $ (61,339) $ 18,138 $ 2,219 $
PAGE 2
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Statement of Income and Retained Earnings (Continued) Page 2 of 9
For the 12 Months Ended September 30, 1994
(in thousands)
WECO Washington
Thermal Finance Energy Gas
Efficiency, Inc. Company ThermRail, Marketing
Consolidated (2) Consolidated Inc. Company
Operating revenues $ $ 2,300 $ $
Operating expenses
Purchases of gas
Utility operations and maintenance
Other operations 1,561 4
Depreciation, depletion and
amortization
General taxes
Federal income taxes 241 (236)
Total operating expenses 1,802 (232)
Operating income (loss) 498 232
Other income (expense)
Pre-tax loss on merger of subsidiary
Federal income taxes on merger of subsidiary
Preferred dividend requirement-WNG
Other, net 109 (13,131)
Gross income (loss) 607 232 (13,131)
Interest charges 51 270
Income (loss) from continuing operations 556 (38) (13,131)
Loss from discontinued operations (799)
Net income (loss) (799) 556 (38) (13,131)
Retained earnings beginning of period (25,589) (112) 103
Excess premium, preferred redemption
Adjustment for disposition of subsidiaries 26,388
Dividends - preferred stock
- common stock
Retained earnings end of period $ $ 444 $ 65 $ (13,131)
PAGE 3
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Statement of Income and Retained Earnings (Continued) Page 3 of 9
For the 12 Months Ended September 30, 1994
(in thousands)
Washington Washington
Energy Energy
Services Company
Company Eliminations Consolidated
Operating revenues $ 35,618 $ (2,301) $ 432,025
Operating expenses
Purchases of gas 223,502
Utility operations and maintenance (2,299) 76,049
Other operations 35,418 42,019
Depreciation, depletion and
amortization 30,901
General taxes 305 41,487
Federal income taxes (46) 1,041 (7,663)
Total operating expenses 35,677 (1,258) 406,295
Operating income (loss) (59) (1,043) 25,730
Other income (expense)
Pre-tax loss on merger of subsidiary (6,304)
Federal income taxes on merger of subsidiary (23,711)
Preferred dividend requirement-WNG (3,970)
Other, net 187 21,848 (940)
Gross income (loss) 128 20,805 (9,195)
Interest charges 19 (3,624) 35,652
Income (loss) from continuing operations 109 24,429 (44,847)
Loss from discontinued operations (799)
Net income (loss) 109 24,429 (45,646)
Retained earnings beginning of period (27,559) 8,457
Excess premium, preferred redemption (798) 673
Adjustment for disposition of subsidiaries (26,428)
Dividends - preferred stock (3,979) 9
- common stock (16,937) 23,468
Retained earnings end of period $ 109 $ (7,844) $ (61,339)
(1) Washington Energy Resources Company was merged with Cabot Oil & Gas
Corporation on May 2, 1994.
(2) Thermal Efficiency, Inc. Consolidated includes Holdings Northwest, Inc.
Thermal Efficiency, Inc. and Holdings Northwest, Inc. were sold for
cash on August 23, 1994.
PAGE 4
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet Page 4 of 9
September 30, 1994
(in thousands)
Washington
Washington Natural Gas Thermal
Energy Company Energy, Inc.
Company Consolidated Consolidated
Assets
Property, plant and equipment
Utility plant $ $ 977,406 $
Oil and gas, coal and other 47,472
Accumulated provisions for depreciation,
depletion and amortization (239,520) (9,590)
Net property, plant and equipment 737,886 37,882
Investment in associated companies 234,800
Investment in unconsolidated companies
Cabot Oil & Gas Corporation 97,801
Other 338
Total investment in unconsolidated companies 98,139
Current assets
Cash and cash equivalents (453) 427
Receivables, net 4,222 53,386 1,933
Accounts and notes receivable -
associated companies 74,600 2,020
Materials and supplies 25,360
Total current assets 78,369 81,193 1,933
Other assets and deferred charges
Utility tax asset 18,810
Environmental insurance receivable 33,947
Deferred charges and other 6,122 13,180
Total other assets and deferred
charges 6,122 65,937
Total assets $ 417,430 $ 885,016 $ 39,815
PAGE 5
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet (Continued) Page 5 of 9
September 30, 1994
(in thousands)
WECO Washington
Finance Energy Gas
Company ThermRail, Marketing
Consolidated Inc. Company
Assets
Property, plant and equipment
Utility plant $ $ $
Oil and gas, coal and other 5,160
Accumulated provisions for depreciation,
depletion and amortization
Net property, plant and equipment 5,160
Investment in associated companies
Investment in unconsolidated companies
Cabot Oil & Gas Corporation
Other
Total investment in unconsolidated companies
Current assets
Cash and cash equivalents 5,005 402
Receivables, net 586 239 2,618
Accounts and notes receivable -
associated companies 280
Materials and supplies 1,893
Total current assets 5,591 239 5,193
Other assets and deferred charges
Utility tax asset
Environmental insurance receivable
Deferred charges and other 809 425
Total other assets and deferred
charges 809 425
Total assets $ 6,400 $ 5,824 $ 5,193
PAGE 6
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet (Continued) Page 6 of 9
September 30, 1994
(in thousands)
Washington Washington
Energy Energy
Services Company
Company Eliminations Consolidated
Assets
Property, plant and equipment
Utility plant $ $ $ 977,406
Oil and gas, coal and other 1,766 54,398
Accumulated provisions for depreciation,
depletion and amortization (129) (249,239)
Net property, plant and equipment 1,637 782,565
Investment in associated companies (234,800)
Investment in unconsolidated companies
Cabot Oil & Gas Corporation 97,801
Other 338
Total investment in unconsolidated companies 98,139
Current assets
Cash and cash equivalents 6 5,387
Receivables, net 1,573 (21,522) 43,035
Accounts and notes receivable -
associated companies 88 (76,988)
Materials and supplies 816 28,069
Total current assets 2,483 (98,510) 76,491
Other assets and deferred charges
Utility tax asset 18,810
Environmental insurance receivable 33,947
Deferred charges and other 6 20,542
Total other assets and deferred
charges 6 73,299
Total assets $ 4,126 $ (333,310) $ 1,030,494
PAGE 7
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet (Continued) Page 7 of 9
September 30, 1994
(in thousands)
Washington
Washington Natural Gas Thermal
Energy Company Energy, Inc.
Company Consolidated Consolidated
Capitalization and liabilities
Capitalization
Common shareholders' interest $ 256,800 $ 235,988 $ 8,219
Redeemable preferred stock 90,000
Long-term debt 290,200
Total capitalization 256,800 616,188 8,219
Current liabilities
Notes payable and commercial paper 125,182
Sinking fund requirements 60,140
Accounts payable and other current
liabilities 2,635 57,687
Accounts and notes payable -
associated companies 1,856 39,828 19,783
Accrued taxes 11,869
Total current liabilities 129,673 169,524 19,783
Deferred credits and other liabilities
Accumulated deferred income taxes 23,157 64,314 11,813
Unamortized investment tax credits 10,132
Contributions in aid of construction 12,298
Other utility tax liabilities 12,560
Other 7,800
Total deferred credits and other
liabilities 30,957 99,304 11,813
Total capitalization and liabilities $ 417,430 $ 885,016 $ 39,815
PAGE 8
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet (Continued) Page 8 of 9
September 30, 1994
(in thousands)
WECO Washington
Finance Energy Gas
Company ThermRail, Marketing
Consolidated Inc. Company
Capitalization and liabilities
Capitalization
Common shareholders' interest $ 1,545 $ 1,064 $ (13,121)
Redeemable preferred stock
Long-term debt
Total capitalization 1,545 1,064 (13,121)
Current liabilities
Notes payable and commercial paper
Sinking fund requirements
Accounts payable and other current
liabilities 4,656 930
Accounts and notes payable -
associated companies 820 4,514 8,133
Accrued taxes
Total current liabilities 5,476 4,514 9,063
Deferred credits and other liabilities
Accumulated deferred income taxes (621) 246 (4,982)
Unamortized investment tax credits
Contributions in aid of construction
Other utility tax liabilities
Other 14,233
Total deferred credits and other
liabilities (621) 246 9,251
Total capitalization and liabilities $ 6,400 $ 5,824 $ 5,193
PAGE 9
WASHINGTON ENERGY COMPANY AND SUBSIDIARIES Exhibit A
Consolidating Balance Sheet (Continued) Page 9 of 9
September 30, 1994
(in thousands)
Washington Washington
Energy Energy
Services Company
Company Eliminations Consolidated
Capitalization and liabilities
Capitalization
Common shareholders' interest $ 1,106 $ (234,801) $ 256,800
Redeemable preferred stock 90,000
Long-term debt 290,200
Total capitalization 1,106 (234,801) 637,000
Current liabilities
Notes payable and commercial paper 125,182
Sinking fund requirements 60,140
Accounts payable and other current
liabilities 789 (110) 66,587
Accounts and notes payable -
associated companies 2,056 (76,990)
Accrued taxes 175 12,044
Total current liabilities 3,020 (77,100) 263,953
Deferred credits and other liabilities
Accumulated deferred income taxes (21,409) 72,518
Unamortized investment tax credits 10,132
Contributions in aid of construction 12,298
Other utility tax liabilities 12,560
Other 22,033
Total deferred credits and other
liabilities (21,409) 129,541
Total capitalization and liabilities $ 4,126 $ (333,310) $ 1,030,494
</TABLE>
There are no relationships of EWG's or foreign utility companies to associate
companies in the holding company system.
