Other Investments | OTHER INVESTMENTS When determining how to account for our interests in other legal entities, WGL first evaluates if we are required to apply the variable interest entity (VIE) model of accounting to the entity. If the VIE model is not applicable, the entity is evaluated under the voting interest model. Under the VIE model, we have a controlling financial interest in a VIE (i.e. are the primary beneficiary) when we have current or potential rights that give us the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance combined with a variable interest that gives us the right to receive potentially significant benefits or the obligation to absorb potentially significant losses. When changes occur to the design of an entity, we reconsider whether it is subject to the VIE model. We continuously evaluate whether we have a controlling financial interest in a VIE. Under the voting interest model, we generally have a controlling financial interest in an entity where we currently hold, directly or indirectly, more than 50% of the voting rights or where we exercise control through substantive participating rights. However, we consider substantive rights held by other partners in determining if we hold a controlling financial interest, and in some cases, despite owning more than 50% of the common stock of an investee, an evaluation of our rights may result in the determination that we do not have a controlling financial interest. We reevaluate whether we have a controlling financial interest in these entities when our voting or substantive participating rights change. Unconsolidated affiliates are unconsolidated VIEs and other entities evaluated under the voting interest method in which we do not have a controlling financial interest, but over which we have varying degrees of influence. Where we have significant influence, the affiliates are accounted for as equity method investments. Where we do not have significant influence, the affiliates are accounted for under the cost method. Investments in, and advances to, affiliated companies are presented in the caption “Investments in unconsolidated affiliates” in the accompanying Consolidated Balance Sheets. WGL uses the Hypothetical Liquidation at Book Value (HLBV) methodology for certain equity method investments when the governing structuring agreement over the equity investment results in different liquidation rights and priorities than what is reflected by the underlying percentage ownership interests. For investments accounted for under the HLBV method, simply applying the percentage ownership interest to GAAP net income in order to determine earnings or losses does not accurately represent the income allocation and cash flow distributions that will ultimately be received by the investors. The equity investment agreements for ASD Solar, LP (ASD), Meade Pipeline Co LLC (Meade), Mountain Valley Pipeline, LLC (Mountain Valley) and Stonewall Gas Gathering System (Stonewall System) have liquidation rights and priorities that are sufficiently different from the ownership percentages that the HLBV method was deemed appropriate. WGL also uses the HLBV methodology to allocate the earnings between the partners in the newly formed solar investment companies SFGF LLC (SFGF), SFRC LLC (SFRC) and SFEE, LLC (SFEE). The calculation may vary in its complexity depending on the capital structure and the tax considerations for the investments. HLBV is a balance sheet approach. When applying HLBV, WGL determines the amount that it would receive if an equity investment entity were to liquidate all of its assets at book value (as valued in accordance with GAAP) and distribute that cash to the investors based on the contractually defined liquidation priorities. The change in WGL's claim on the investee's book value at the beginning and end of the reporting period (adjusted for contributions and distributions) is WGL’s share of the earnings or losses from the equity investment for the period. Variable Interest Entities WGL has a variable interest in five investments that qualify as VIEs: • Meade, • SunEdison, • ASD, • SFGF, and • SFRC. At December 31, 2016 , WGL and its subsidiaries are not the primary beneficiary for three of the five VIEs (Meade, SunEdison and ASD); therefore we have not consolidated those VIE entities. The nature of WGL’s involvement with these investments lacks the characteristics of a controlling financial interest. WGL either does not have control over any of the non-consolidated VIEs’ activities that are economically significant to the VIEs and/or WGL does not have the obligation to absorb expected losses or the right to receive expected gains that could be significant to the VIE. WGL's subsidiary, WGSW, Inc. is the primary beneficiary for SFGF and SFRC; accordingly, we have consolidated those VIE entities. Our maximum financial exposure to loss as a result of our involvement with the VIEs is equal to the carrying value of the investment and any liquidity arrangements, guarantees, and other contractual commitments. Meade In 2014, WGL through its subsidiary WGL Midstream, entered into a limited liability company agreement and formed Meade, a Delaware limited liability company with Transcontinental Gas Pipe Line Company, LLC (Williams) to invest in a regulated pipeline, a segment of Transco's Atlantic Sunrise project, called Central Penn Pipeline (Central Penn). Central Penn will be an approximately 185 -mile pipeline originating in Susquehanna County, Pennsylvania and extending to Lancaster County, Pennsylvania that will have the capacity to transport and deliver up to approximately 1.7 million dekatherms per day of natural gas. WGL Midstream plans to invest an estimated $410 million for a 55% interest in Meade. Although WGL Midstream holds greater than a 50% interest in Meade, Meade is accounted for under the equity method of accounting because WGL Midstream does not have the power to direct the activities most significant to the economic performance of Meade. Meade is accounted for under the HLBV equity method of accounting, and any profits and losses are included in “Equity in earnings of unconsolidated affiliates” in the accompanying Consolidated Statement of Income and are added to or subtracted from the carrying amount of WGL’s investment balance. At December 31, 2016 and September 30, 2016 , WGL Midstream held a $91.2 million and $80.8 million , respectively, equity method investment in Meade. SunEdison WGSW is a party to fund residential retail solar energy installations with SunEdison, Inc. (SunEdison). WGSW has a master purchase agreement and master lease agreement with Sun Edison for sale/leaseback arrangements for residential solar systems. Our agreement with SunEdison is accounted for as a direct financing lease. WGSW records associated interest in the financing lease in “Other income (expenses)-net” line in the accompanying condensed consolidated statement of income. WGSW held a $26.7 million investment in the SunEdison direct financing lease at December 31, 2016 , of which $0.1 million are current receivables recorded in “Accounts Receivable” in the accompanying condensed consolidated balance sheets at December 31, 2016 . Additionally, we had balances of $9.6 million of unamortized tax credits related to SunEdison in "Unamortized investment tax credits" on the accompanying condensed consolidated balance sheets at December 31, 2016 . Minimum future lease payments receivable under direct financing lease with SunEdison over the next five fiscal years and thereafter are as follows: Minimum Payments Receivable for Direct Financing Leases (In millions) Remainder of 2017 $ 1.1 2018 1.4 2019 1.5 2020 1.5 2021 1.5 Thereafter 23.9 Total $ 30.9 Minimum payments receivable exclude $7.1 million of residual values and $2.7 million in tax related items. Associated with these investments, WGSW holds $14.0 million of unearned income on its balance sheet. On April 21, 2016, SunEdison filed a voluntary petition with the United States Bankruptcy Court for relief under Title 11 of the United States Code. EchoFirst Finance Company LLC, the subsidiary of SunEdison that is the party to our master purchase and lease agreements, is not a debtor in this bankruptcy proceeding. We will continue to monitor the impact of this development on our investment. Our maximum financial exposure is limited to WGSW's lease payment receivables and investment contributions made to these companies. On a quarterly basis, we review our direct financing lease for credit losses. Our review is based on multiple factors including historical losses, if any, economic factors currently impacting our counterparties' repayment ability and other factors relevant to the business such as changes to regulatory and tax incentives. Our exposure is offset by the owned physical assets received as part of the transaction and the quick economic return for the investment through the investment tax credit/treasury grant proceeds and accelerated depreciation. Nextility-Lease Settlement and Assignment During the three months ended December 31, 2016, WGSW terminated its sale/leaseback agreement with Nextility and entered into a new lease agreement with another unrelated third party, with significantly reduced payments and lease terms. Based on the lease classification criteria per ASC 840, it was determined that the new lease is an operating lease. As a result, the net investment of $ 5.4 million on the consolidated balance sheet was eliminated. The solar assets were recorded at present fair value using the income approach as $ 4.0 million to "Property, plant and equipment" and $ 1.4 million was recorded as a receivable. The unamortized investment tax credits (ITC) associated with this lease will be deferred and amortized based on the assets' useful life. The deferred net ITC Receivable related to this lease is $ 3.5 million . ASD WGSW is also a limited partner in ASD, a limited partnership formed to own and operate a portfolio of residential solar projects, primarily rooftop photovoltaic power generation systems. As a limited partner, WGSW provided funding to the partnership but does not have power to direct the activities that most significantly affect the operations and economic performance of the entity. In January 2014, the funding commitment period expired for the partnership. Our investment in ASD is accounted for under the HLBV equity method of accounting; any profits and losses are included in “Equity in earnings of unconsolidated affiliates” in the accompanying Consolidated Statement of Income and are added to or subtracted from the carrying amount of WGSW’s investment balance. At December 31, 2016 and September 30, 2016 , WGSW held a $65.8 million and $66.1 million , respectively, equity method investment in ASD. ASD is consolidated by the general partner, Solar Direct LLC. Solar Direct LLC is a wholly owned subsidiary of American Solar Direct Inc. (ASDI). At December 31, 2016 , the carrying amount of WGSW’s investment in ASD exceeded the amount of the underlying equity in net assets by $35.8 million due to WGSW recording additions to its investment in ASD’s net assets at fair value of contributions in accordance with GAAP. This basis difference is being amortized over the life of the assets. SFGF On August 24 2016, WGSW and a tax equity partner formed SFGF to acquire distributed generation solar projects in the State of Georgia that are developed by WGL Energy Systems. WGSW is the managing member and will provide cash equity equal to the purchase price of the solar projects less any contributions from the tax-equity partner. As of December 31, 2016 WGSW has contributed $12.0 million into the tax equity partnership and held a $15.1 million interest in SFGF. SFGF is consolidated into WGL's results of operations because under the VIE method of accounting, WGSW is the primary beneficiary as a result of its ability to direct the activities most significant to the economic performance of SFGF. WGL Energy Systems is the operations and maintenance provider, and the developer of the projects. Profits and losses are allocated between the partners under the HLBV method of accounting and the portion allocated to the tax equity partner is included in "Net income (loss) attributable to non-controlling interest" on the consolidated statement of income and is recorded to "Non-controlling interest" on the consolidated balance sheets. SFRC On October 28 2016, WGSW and a tax equity partner formed SFRC to acquire distributed generation solar projects in the State of Minnesota that are developed by WGL Energy Systems. WGSW is the managing member and will provide cash equity equal to the purchase price of the solar projects less any contributions from the tax-equity partner. As of December 31, 2016 WGSW has contributed $2.5 million into the tax equity partnership. SFRC is consolidated into WGL's results of operations because under the VIE method of accounting, WGSW is the primary beneficiary due to its ability to direct the activities most significant to the economic performance of SFRC. WGL Energy Systems is the operations and maintenance provider, and the developer of the projects. Profits and losses are allocated between the partners under the HLBV method of accounting and the portion allocated to the tax equity partner will be included in "Net income (loss) attributable to non-controlling interest" on the consolidated statement of income and is recorded to "Non-controlling interest" on the consolidated balance sheets. Non-VIE Investments Constitution In 2013, WGL Midstream invested in Constitution Pipeline Company, LLC (Constitution). At December 31, 2016 , WGL Midstream's total share of the cash contributions for Constitution is estimated to be $95.5 million , over the term of the agreement, reflecting a 10% share in the pipeline venture. This natural gas pipeline venture will transport natural gas from the Marcellus region in northern Pennsylvania to major northeastern markets. Constitution is accounted for under the equity method of accounting; any profits and losses are included in “Equity in earnings of unconsolidated affiliates” in the accompanying Consolidated Statement of Income and are added to or subtracted from the carrying amount of WGL’s investment balance. The equity method is considered appropriate because Constitution is an LLC with specific ownership accounts and ownership between five and fifty percent resulting in WGL Midstream maintaining a more than minor influence over the partnership operating and financing policies. O n April 22, 2016, the New York State Department of Environmental Conservation (NYSDEC) denied Constitution's application for a Section 401 Water Quality Certification (Section 401 Certification) for the pipeline, which is necessary for the construction and operation of the pipeline. Constitution has stated that it remains committed to pursuing the project and that it intends to pursue all available options to challenge the legality and appropriateness of NYSDEC’s decision. In May, 2016, Constitution filed actions in the U.S. Circuit Court of Appeals for the Second Circuit and the U.S. District Court for the Northern District of New York, respectively, appealing the decision and a seeking declaratory judgment that the State of New York’s permitting authority is preempted by federal law. The courts have granted Constitution's motions to expedite the schedules for these legal actions. In light of the forgoing matters, Constitution has revised its target in-service date to the second half of 2018, which assumes that the legal challenge process is satisfactorily and promptly concluded. We can give no assurance, however, that Constitution’s efforts to obtain the Section 401 Certification will be successful. At December 31, 2016 and September 30, 2016, we held a $ 38.3 million and $ 38.6 million , respectively, equity method investment in Constitution. We have evaluated our investment in Constitution for other than temporary impairment as of December 31, 2016 . Our impairment assessment used income and market approaches in determining the fair value of our investment in Constitution, including consideration of the severity and duration of any decline in fair value of our investment in the project. Our key inputs included, but are not limited to, significant management judgments and estimates, including projections of the project’s cash flows, selection of a discount rate, market multipliers and probability weighting of potential outcomes of legal and regulatory proceedings. At this time, we do not have an other than temporary impairment and have not recorded any impairment charge to reduce the carrying value of our investment. If Constitution is ultimately unable to obtain the Section 401 Certification or other future developments or indicators of an unfavorable resolution arise subsequently, an impairment charge of up to substantially all of our investment in the capitalized project costs may be required. It is also possible that Constitution could incur certain supplier-related costs in the event of a prolonged delay or termination of the project. We will continue to monitor and update our impairment analysis as required. Mountain Valley Pipeline In March 2015, WGL Midstream acquired a 7% equity interest in Mountain Valley Pipeline, LLC (Mountain Valley). On October 24, 2016, WGL Midstream acquired an additional 3% equity interest in Mountain Valley by assuming all of Vega Midstream MVP LLC's (Vega Energy) interest in the joint venture. WGL Midstream now owns a 10% interest in Mountain Valley. The proposed pipeline to be developed, constructed, owned and operated by Mountain Valley, will transport approximately 2.0 million dekatherms of natural gas per day from interconnects with EQT Corporation's Equitrans system, near the MarkWest Mobley plant in West Virginia to Transcontinental Gas Pipe Line Company LLC's Station 165 in Pittsylvania County, Virginia. The pipeline is scheduled to be in service by December 2018. WGL Midstream expects to invest in scheduled capital contributions through the in-service date of the pipeline, its pro rata share (based on its 10% equity interest) of project costs, an estimated aggregate amount of approximately $327.6 million . At December 31, 2016 and September 30, 2016, WGL Midstream held a $37.3 million and $ 22.5 million equity method investment in Mountain Valley, respectively. The equity method is considered appropriate because Mountain Valley is an LLC with specific ownership accounts and ownership between five and fifty percent resulting in WGL Midstream maintaining a more than minor influence over the partnership operating and financing policies. The carrying amount of WGL Midstream's investment in MVP exceeded the amount of the underlying equity in net assets by $0.5 million , which will be amortized over the life of the assets when it is put in production. The investment in MVP is accounted for under the HLBV equity method of accounting. Any profits and losses are included in “Equity in earnings of unconsolidated affiliates” in the accompanying Consolidated Statement of Income and are added to or subtracted from the carrying amount of WGL’s investment balance. Stonewall System WGL Midstream has a 30% equity interest in an entity that owns and operates certain assets known as the Stonewall Gas Gathering System (the Stonewall System). WGL Midstream paid $89.4 million to acquire the equity interest pursuant to an option that WGL Midstream previously acquired. During the quarter ended December 31, 2016, WGL Midstream contributed an additional $45.5 million related to retiring debt at the entity level. No additional capital contributions are expected. The Stonewall System has the capacity to gather up to 1.4 billion cubic feet of natural gas per day from the Marcellus production region in West Virginia, and connects with an interstate pipeline system that serves markets in the mid-Atlantic region. WGL Midstream held a $138.7 million and $95.5 million equity method investment in the Stonewall System at December 31, 2016 and September 30, 2016, respectively. The equity method is considered appropriate because the Stonewall System is an LLC with specific ownership accounts and ownership between five and fifty percent resulting in WGL Midstream maintaining a more than minor influence over the partnership operating and financing policies. The carrying amount of WGL Midstream's investment in the Stonewall System exceeded the amount of the underlying equity in net assets by $9.1 million , which is being amortized over the life of the assets. The investment in Stonewall System is accounted for under the HLBV equity method of accounting. Any profits and losses are included in “Equity in earnings of unconsolidated affiliates” in the accompanying Consolidated Statement of Income and are added to or subtracted from the carrying amount of WGL’s investment balance. SFEE During the quarter ended December 31, 2016, WGSW and a tax equity partner formed SFEE to acquire distributed generation solar projects that are developed by a third-party developer. New systems will be designed and constructed under long-term power purchase agreements. As of December 31, 2016 WGSW has contributed $ 1.3 million into the partnership and held a $ 2.8 million interest in SFEE. SFEE is not considered a VIE and not consolidated under the voting interest model for limited partnerships. WGL is the managing member of SFEE and the operations and maintenance provider. In addition, WGL has the option to sell its own distributed generation solar projects to the developer for sale to SFEE and these assets remain on WGL's books until we no longer have continuing involvement. The equity method is considered appropriate because WGSW has significant influence over the operating and financial policies of SFEE. Profits and losses are allocated between the partners under the HLBV method of accounting. Any profits and losses are included in “Equity in earnings of unconsolidated affiliates” in the accompanying Consolidated Statement of Income and are added to or subtracted from the carrying amount of WGL’s investment balance. WGL has also provided a guarantee on behalf of the developer that could require maximum future payments of $ 13 million . The balance sheet location of the investments discussed in this footnote at December 31, 2016 and September 30, 2016 are as follows: WGL Holdings, Inc. Balance Sheet Location of Other Investments Solar Investments Pipelines (in millions) Non-consolidated VIE's Consolidated VIE's Non-consolidated Non VIE's Non-consolidated VIE's Non-consolidated Non VIE's Total December 31, 2016 Assets Investments in unconsolidated affiliates $ 65.8 $ — $ 2.8 $ 91.2 $ 214.3 $ 374.1 Property, plant and equipment — 43.1 10.4 — — 53.5 Investments in direct financing leases, capital leases 26.6 — — — — 26.6 Accounts receivable 0.1 0.3 — — — 0.4 Total assets $ 92.5 $ 43.4 $ 13.2 $ 91.2 $ 214.3 $ 454.6 September 30, 2016 Assets Investments in unconsolidated affiliates $ 66.1 $ — $ — $ 80.8 $ 156.6 $ 303.5 Property, plant and equipment — 6.5 — — — 6.5 Construction in progress — 6.7 — — — 6.7 Investments in direct financing leases, capital leases 29.8 — — — — 29.8 Accounts receivable 1.1 — — — 9.2 10.3 Total assets $ 97.0 $ 13.2 $ — $ 80.8 $ 165.8 $ 356.8 The income statement location of the investments discussed in this footnote for the three months ended December 31, 2016 and 2015 are as follows: WGL Holdings, Inc. Income Statement Location of Other Investments Solar Investments Pipelines (In millions) Non-consolidated VIE's Consolidated VIE's Non-consolidated Non VIE's Non-consolidated VIE's Non-consolidated Non VIE's Total Three Months Ended Equity in earnings of unconsolidated affiliates $ 0.9 $ — $ 1.5 $ — $ (2.1 ) $ 0.3 Depreciation and amortization 0.1 — — — — 0.1 Other income (expenses) - net 0.6 — — — (0.1 ) 0.5 Non-controlling interest — (2.5 ) — — — (2.5 ) Three Months Ended Equity in earnings of unconsolidated affiliates $ 0.4 $ — $ — $ — $ 0.9 $ 1.3 Depreciation and amortization 0.1 — — — — 0.1 Other income - net 0.9 — — — — 0.9 |