DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes supplements and, to the extent inconsistent therewith, replaces the description
of the general terms and provisions of the Notes set forth in the accompanying prospectus under Description of the Debt Securities.
General
We are offering
$ aggregate principal amount of our Floating Rate Notes due 2020 (the Notes).
We will issue the Notes under the Indenture, dated as of November 29, 2017 (the Base Indenture), as supplemented by the
First Supplemental Indenture, dated as of November 29, 2017, and the Second Supplemental Indenture, dated as of March , 2018, between The Bank of New York Mellon, as trustee (in such capacity, the
Trustee) and WGL Holdings. The Bank of New York Mellon will initially act as Calculation Agent, Registrar and Paying Agent for the Notes. At December 31, 2017, we had approximately $2.0 billion in aggregate principal amount of
senior unsecured indebtedness outstanding. Under the Indenture, we may issue an unlimited amount of additional debt securities. The Indenture does not place any limit on the amount of senior indebtedness that we may issue, guarantee or otherwise
incur or the amount of liabilities, including debt or preferred stock, that our subsidiaries may issue, guarantee or otherwise incur. We expect that our subsidiaries will from time to time incur additional indebtedness and other liabilities that
will be structurally senior to the Notes. At December 31, 2017, the total indebtedness of our subsidiaries was approximately $2.5 billion.
In this description, references to WGL Holdings, we, us and our and all similar references are
to WGL Holdings, Inc. only, and not any of our affiliates or subsidiaries.
WGL Holdings will initially issue
$ aggregate principal amount of Notes. The Notes will mature on , 2020.
Interest
We will pay interest on the
Notes quarterly in arrears on , ,
and of each year, subject to the Business Day Convention, each an Interest Payment Date, beginning
, 2018, at a rate per annum, reset quarterly, equal to three-month LIBOR plus %, accruing from
, 2018, to the persons in whose names such Notes are registered on the
, , or
, as the case may be, immediately preceding such Interest Payment Date, except that interest payable at maturity will be payable to the person to whom the principal of the Note
is paid. Interest on the Notes with respect to any Interest Reset Period (as defined below) shall be determined by the Calculation Agent and calculated on the basis of a
360-day
year for the actual number of
days elapsed during the period, and shall be equal to three-month LIBOR (as defined below) for the related Interest Reset Period plus %. On the maturity date of the Notes, holders will be entitled to receive 100% of the
principal amount of the Notes plus accrued and unpaid interest, if any.
The definitions of certain terms used in this section are listed
below.
Bloomberg L.P.s page BBAM
means the display designated as Bloomberg L.P.s page
BBAM, or any successor service for the purpose of displaying the London interbank rates of major banks for U.S. dollars. Bloomberg L.P.s page BBAM is the display designated as BBAM, or such other page as may
replace Bloomberg L.P.s page BBAM on that service or such other service or services as may be nominated for the purpose of displaying London interbank offered rates for U.S. dollar deposits by ICE Benchmark Administration Limited
(IBA) or its successor or such other entity assuming the responsibility of IBA or its successor in calculating the London Interbank Offered Rate in the event IBA or its successor no longer does so.
Business Day
means any day which is not a Saturday or Sunday or any other day on which banks in New York City are
authorized or obligated by law or regulation to close.
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